Business Context and Reporting Period
This Form 8-K is filed by Midstates Petroleum Company, Inc. (not Amplify Energy Corp.) on March 7, 2019. The report covers two primary events: the issuance of a press release on March 13, 2019, regarding financial results for the quarter and year ended December 31, 2018, and the approval of long-term incentive awards on March 7, 2019.
Key Financial Metrics
The filing references a press release (Exhibit 99.1) containing results for the quarter and year ended December 31, 2018. However, the text of this 8-K does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. Investors must refer to the attached press release for these figures.
Material Changes and Executive Compensation
On March 7, 2019, the Board of Directors approved long-term incentive awards under the 2016 Long Term Incentive Plan for four executives. The awards consist of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs):
- David J. Sambrooks: 30,959 RSUs and 72,236 PSUs.
- Richard W. McCullough: 8,661 RSUs and 20,209 PSUs.
- Scott C. Weatherholt: 18,612 RSUs and 43,428 PSUs.
- Amelia K. Harding: 12,439 RSUs and 29,024 PSUs.
RSUs vest in full on March 1, 2021. PSUs vest based on the company's stock trading price performance from January 1, 2019, through December 31, 2020. Accelerated vesting provisions apply in cases of termination without cause, death, disability, or a Change in Control.
Guidance, Outlook, and Risks
The filing does not contain specific management guidance, outlook, or risk factors within the body text. It notes that the financial information in the press release is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference unless specifically identified.
Investor Verification Checklist
- Verify the specific financial results (revenue, net income, EBITDA) in the March 13, 2019 press release (Exhibit 99.1), as they are not detailed in this 8-K.
- Confirm the performance metrics and vesting conditions for the PSUs granted to executives.
- Review the full text of the Restricted Stock Unit and Performance Stock Unit Award Agreements (Exhibits 10.1 and 10.2) for detailed terms.
- Note that the registrant is Midstates Petroleum Company, Inc., not Amplify Energy Corp.