Business Context and Reporting Period
This Form 8-K is a current report filed by Midstates Petroleum Company, Inc. (not Amplify Energy Corp.) on August 19, 2015, regarding an event that occurred on August 13, 2015. The registrant is incorporated in Delaware and maintains its principal executive offices in Tulsa, Oklahoma.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, or debt. However, it discloses the following financial thresholds related to listing compliance:
- Market Capitalization: Failed to maintain an average greater than $50 million over a 30 trading-day period.
- Stockholders' Equity: Failed to maintain a value greater than $50 million.
Material Changes
On August 13, 2015, the New York Stock Exchange (NYSE) notified the Company that it was not in compliance with continued listing standards as of August 10, 2015. This noncompliance triggered procedures under Sections 801 and 802 of the NYSE Listed Company Manual.
Outlook, Risks, and Management Commentary
Compliance Plan: The Company has 45 days from receipt of the notice to submit a plan to the NYSE demonstrating how it intends to regain compliance within 18 months. Management intends to develop and submit this plan within the required timeframe.
Risks of Delisting: If the common stock is ultimately delisted, the Company faces significant risks, including:
- Reduced liquidity and market price of common stock.
- Fewer investors willing to hold or acquire stock, negatively impacting equity financing capabilities.
- Limited ability to use registration statements to offer freely tradable securities, restricting access to public capital markets.
- Impaired ability to provide equity incentives to employees.
Current Status: The common stock will continue to be listed on the NYSE during the compliance period, subject to other continued listing requirements.
Investor Verification Checklist
- Verify the Company's current market capitalization and stockholders' equity against the $50 million NYSE thresholds.
- Monitor the submission of the compliance plan to the NYSE within the 45-day window.
- Assess the potential impact of delisting on the Company's ability to raise capital and retain employees.
- Review the press release dated August 19, 2015 (Exhibit 99.1) for additional details on the non-compliance notice.