UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission file number: 001-38040  
______________________
FORM 12b-25
______________________
NOTIFICATION OF LATE FILING
 
 
 
(Check one):    
 
x   Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☐  Form 10-Q
☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR
 
 
 
 
For Period Ended: December 31, 2018
 
 
 
 
☐  Transition Report on Form 10-K
 
 
☐  Transition Report on Form 20-F
 
 
☐  Transition Report on Form 11-K
 
 
☐  Transition Report on Form 10-Q
 
 
☐  Transition Report on Form N-SAR
 
 
 
 
For the Transition Period Ended:     
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A


 
 
 
 
 
PART I - REGISTRANT INFORMATION
Alta Mesa Resources, Inc.
Full Name of Registrant

Silver Run Acquisition Corp II
Former Name if Applicable
15021 Katy Freeway, Suite 400
Address of Principal Executive Office ( Street and Number )
Houston, Texas 77094
City, State and Zip Code
 
 
 
 
 




PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
 
 
 
    x
   
 
(a)
 
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
 
 
(b)
 
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
(c)
 
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
___________________________________________________________________________________________________
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Annual Report on Form 10-K of Alta Mesa Resources, Inc. (the “Company”) for the year ended December 31, 2018 (the “2018 Form 10-K”), could not have been filed with the Securities and Exchange Commission within the prescribed time period without unreasonable effort or expense because the Company needs additional time to complete its financial statements and related disclosures.
 
Additionally, the Company expects to report material weakness in its internal control over financial reporting in the 2018 Form 10-K. The Company needs additional time to ensure accuracy of its 2018 financial information, to complete the required discussion and analysis of the business and to finalize the conclusions regarding the assessment of internal control. This has resulted in the Company being unable to file its 2018 Form 10-K within the prescribed time period without unreasonable effort or expense. Although the Company is still completing its testing of internal control, it has not identified material misstatements to its previously filed financial information and believes that no restatements to historical periods will be required.
 
 
 
 
 
PART IV - OTHER INFORMATION
(1) 
Name and telephone number of person to contact in regard to this notification
 
 
 
 
 
 
 
 
 
John C. Regan
 
 
    
281
  
 
  
530-0991
(Name)
 
 
    
(Area Code)
  
 
  
(Telephone Number)
 
(2) 
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).     Yes   x  No  ☐
 
(3) 
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    Yes   x No  ☐
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
The Company currently expects to report a net loss of $3.1 billion for the year ended December 31, 2018, as compared to a net loss of $14.9 million for the year ended December 31, 2017. The primary drivers of the net loss were non-cash impairment expense attributable to the Company’s oil and gas properties, intangible assets, goodwill and an equity method investment totaling $3.1




billion, largely resulting from decreases to prevailing commodity prices and the related reductions to the Company’s drilling plans and production.

As discussed in our previous filings with the Commission, the Company completed a business combination on February 9, 2018 in which it acquired interests in Alta Mesa Holdings, LP (“Alta Mesa”), Alta Mesa Holdings GP, LLC and Kingfisher Midstream LLC (“KFM”). As a result of the business combination, Alta Mesa is considered our accounting predecessor. Accordingly, the results of operations referenced above for the period ended December 31, 2018 includes the consolidation of Alta Mesa and KFM beginning on February 9, 2018. The comparable results of operations for the year ended December 31, 2017 are for Alta Mesa.

Alta Mesa is currently engaged in the regularly scheduled semi-annual redetermination of its credit facility.  In connection with that redetermination, Alta Mesa is also seeking relief with respect to the leverage ratio financial covenant.  If unsuccessful in obtaining that relief, Alta Mesa may be unable to comply with the terms of the facility during 2019, which would permit the lenders to cease making amounts available under the facility, to require cash collateral for outstanding letters of credit and to exercise other rights under the facility.

The financial information set forth herein consists of unaudited results, which will not be audited until the Company files its 2018 Form 10-K. In addition, the statements included in this Form 12b-25 regarding our financial performance and results of operations, in each case as expected to be reported, expected filing date of the 2018 Form 10-K, outcome of the AMH credit facility redetermination and covenant relief, and other statements that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially from expected results include the results and finalization of the Company’s financial statements, audit and reviews, outcome of the AMH redetermination and covenant relief and those described under Risk Factors in our most recent Form 10-K and other filings with the U.S. Securities and Exchange Commission.

 

  Alta Mesa Resources, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Date: March 4, 2019
 
By:
/s/ John C. Regan
 
 
 
John C. Regan
 
 
 
Chief Financial Officer

 


 



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