Business Context and Reporting Period
This Form 8-K is filed by Altus Midstream Company (not Kinetik Holdings Inc. as indicated in metadata) on May 7, 2020, reporting events occurring on May 1, 2020. The filing addresses the Company's financial results for the fiscal quarter ended March 31, 2020, and a critical regulatory notice regarding its stock listing status on the Nasdaq Global Market.
Key Financial Metrics and Liquidity
The filing references a press release (Exhibit 99.1) containing detailed financial and operating results for the quarter ended March 31, 2020. However, the text of this 8-K does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The primary financial metric disclosed in this document is the stock price, which has fallen below the $1.00 minimum bid price requirement for 30 consecutive business days.
Material Changes and Listing Status
- Nasdaq Non-Compliance: On May 1, 2020, Altus Midstream received formal notice from Nasdaq that its Class A common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days.
- Reverse Stock Split Proposal: To regain compliance, the Company proposed a one-for-twenty reverse stock split, subject to shareholder approval at the annual meeting on May 21, 2020.
- Grace Period: Due to the COVID-19 pandemic, Nasdaq has tolled the requirement through June 30, 2020. The Company has a 180-day grace period (July 1, 2020, to December 28, 2020) to achieve a closing bid price of at least $1.00 for ten consecutive business days.
Outlook, Risks, and Management Commentary
Management intends to monitor the stock price and consider available options to resolve the non-compliance. The filing highlights significant risks associated with the ongoing COVID-19 pandemic and resulting governmental actions, which have contributed to extraordinary market conditions. Apache Corporation, a major shareholder, has notified the Company of its intention to vote in favor of the reverse stock split proposal. The Board retains discretion to effect the split by December 31, 2020, if deemed in the best interests of the Company.
Investor Verification Checklist
- Verify the specific financial results (revenue, EBITDA, cash flow) for Q1 2020 in the press release referenced as Exhibit 99.1, as they are not detailed in this 8-K text.
- Confirm the outcome of the shareholder vote on the one-for-twenty reverse stock split scheduled for May 21, 2020.
- Monitor the daily closing bid price of Class A common stock (ALTM) to determine if it meets the $1.00 threshold during the grace period ending December 28, 2020.
- Review the Company's proxy statement for detailed risks associated with the reverse stock split and potential dilution or liquidity impacts.