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Acquisitions and Divestitures
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisitions and Divestitures

Note 4. Acquisitions and Divestitures

Acquisition and Divestiture Related Expenses

Acquisition and divestiture related expenses for third party transactions are included in general and administrative expense in the accompanying Unaudited Condensed Statements of Consolidated Operations for the period indicated below (in thousands):

For the Three Months Ended

 

 

For the Nine Months Ended

 

September 30,

 

 

September 30,

 

2020

 

 

2019

 

 

2020

 

 

2019

 

$

152

 

 

$

12,833

 

 

$

678

 

 

$

16,655

 

There were no material acquisition or divestitures during the three and nine months ended September 30, 2020. The acquisition expenses incurred for the three and nine months ended September 30, 2019 are primarily related to the Merger discussed below.

Business Combination

Acquisitions qualifying as a business combination are accounted for under the acquisition method of accounting, which requires, among other items, that assets acquired and liabilities assumed be recognized on the condensed consolidated balance sheet at their fair values as of the acquisition date. The fair value measurements of the oil and natural gas properties acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs represent Level 3 measurements in the fair value hierarchy and include, but are not limited to, estimates of reserves, future operating and development costs, estimated future cash flows and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation.

Merger

On May 5, 2019, Midstates, Legacy Amplify and Merger Sub entered into the Merger Agreement pursuant to which, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates. At the effective time of the Merger, each share of Legacy Amplify common stock issued and outstanding immediately prior to the effective time (other than excluded shares) were cancelled and converted into the right to receive 0.933 shares of Midstates common stock, par value $0.01 per share. On August 6, 2019, the effective date of the Merger, Midstates changed its name to “Amplify Energy Corp.”

Purchase Price Allocation

The Merger was accounted for using the acquisition method, with Legacy Amplify treated as the acquirer for accounting purposes. The following table represents the preliminary allocation of the total purchase price of Midstates to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. Certain data necessary to complete the purchase price allocation was not yet available, and included, but is not limited to, valuation of preacquisition contingencies, final tax returns that provide the underlying tax basis of Midstates assets and liabilities and final appraisals of assets acquired and liabilities assumed. We completed the purchase price allocation during the fourth quarter of 2019 which was in the 12-month period following the acquisition date, during which time the value of the assets and liabilities were revised as appropriate.

 

Purchase Price Allocation

 

 

(In thousands)

 

Consideration:

 

 

 

Fair value of Midstates common stock issued in the Merger (a)

$

90,150

 

Fair value of Midstates warrants issued in the Merger

 

2

 

Total consideration

$

90,152

 

 

 

 

 

Fair value of liabilities assumed:

 

 

 

Current liabilities

$

24,135

 

Long-term debt

 

76,559

 

Long-term asset retirement obligation

 

9,440

 

Other long-term liabilities

 

5,067

 

Amounts attributable to liabilities assumed

$

115,201

 

 

 

 

 

Fair value of assets acquired:

 

 

 

Cash and cash equivalents

$

19,250

 

Other current assets

 

17,862

 

Oil and natural gas properties

 

142,642

 

Other property and equipment

 

6,280

 

Long-term asset retirement cost

 

9,440

 

Other non-current assets

 

9,879

 

Amounts attributable to assets acquired

$

205,353

 

 

 

 

 

Total identifiable net assets

$

90,152

 

 

 

(a)

Based on 20,415,005 Midstates common shares issued at closing at $4.12 per share (closing price of August 6, 2019).

Unaudited Pro Forma Financials

The following unaudited pro forma financial information for the three and nine months ended September 30, 2019, is based on our historical consolidated financial statements adjusted to reflect as if the Merger had occurred on January 1, 2018. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including adjustments to conform the classification of expenses in Midstates statements of operations to our classification for similar expenses and the estimated tax impact of pro forma adjustments. The unaudited pro forma financial information is not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the periods presented, nor is it necessarily indicative of future results.

 

 

For the Three Months Ended September 30, 2019

 

 

For the Nine Months Ended September 30, 2019

 

(Unaudited) (In thousands, except per unit amounts)

 

 

 

 

 

 

 

Revenues

$

80,482

 

 

$

258,547

 

Net income (loss)

 

6,845

 

 

 

6,236

 

Earnings per share:

 

 

 

 

 

 

 

Basic

$

0.20

 

 

$

0.24

 

Diluted

$

0.20

 

 

$

0.24