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Equity (Deficit)
9 Months Ended
Sep. 30, 2019
Equity [Abstract]  
Equity (Deficit)

Note 9. Equity (Deficit)

Common Stock

The Company’s authorized capital stock includes 300,000,000 shares of common stock, $0.01 par value per share. The following is a summary of the changes in our common stock issued for the nine months ended September 30, 2019:

 

 

Common

 

 

Shares

 

Balance, December 31, 2018

 

22,181,881

 

Issuance of common stock

 

 

Restricted stock units vested

 

412,938

 

Repurchase of common shares

 

(120,163

)

Common stock repurchased and retired under share repurchase program

 

(169,400

)

Balance, June 30, 2019

 

22,305,256

 

Restricted stock units vested

 

38,181

 

Repurchase of common shares

 

(9,427

)

Balance, August 5, 2019

 

22,334,010

 

Ratio to convert Amplify shares

 

0.933

 

Common stock issued to Legacy Amplify stockholders

 

20,837,633

 

Midstates stock outstanding and acquired with the Merger

 

20,415,005

 

Treasury shares acquired from the Merger

 

205,861

 

Restricted stock units vested

 

602,053

 

Repurchase of common shares

 

(11,740

)

Common stock repurchased and retired under share repurchase program

 

(1,723,146

)

Cancelation and retirement of shares

 

(347,567

)

Balance, September 30, 2019

 

39,978,099

 

Treasury Stock

As of August 5, 2019, Midstates had 205,861 treasury shares outstanding. After the Merger closed, the Company retired and cancelled all treasury stock outstanding. No treasury stock remained outstanding at September 30, 2019.

Warrants

On the May 4, 2017 (the “Effective Date”), Legacy Amplify entered into a warrant agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company, LLC, as warrant agent (“AST”), pursuant to which Legacy Amplify issued warrants to purchase up to 2,173,913 shares of Legacy Amplify’s common stock (representing 8% of Legacy Amplify’s outstanding common stock as of the Effective Date including shares of Legacy Amplify’s common stock issuable upon full exercise of the warrants, but excluding any common stock issuable under Legacy Amplify’s Management Incentive Plan (the “MIP”)), exercisable for a five-year period commencing on the Effective Date at an exercise price of $42.60 per share.

On the effective date of the Merger, Legacy Amplify, Midstates and AST entered into an Assignment and Assumption Agreement, pursuant to which the Company agreed to assume Legacy Amplify’s Warrant Agreement.

As of August 5, 2019, Midstates had outstanding warrants of 4,647,520 Third Lien Notes Warrants at an exercise price of $22.78 per share (the “Third Lien Warrants”) and 2,332,089 Unsecured Creditor Warrants at an exercise price of $43.67 per share (the “Unsecured Creditor Warrants” and collectively with the Third Lien Warrants, the “Warrants”). The Warrants expire on April 21, 2020. As a result of the Merger, the value of the outstanding Warrants were adjusted downward based on the low stock price and estimated fair value as of the Merger date. See Note 4 for additional information regarding the purchase price allocation of the Merger.

Share Repurchase Program

On December 21, 2018, Legacy Amplify’s board of directors authorized the repurchase of up to $25.0 million of Legacy Amplify outstanding shares of common stock, with repurchases beginning on January 9, 2019. During the six months ended June 30, 2019, Legacy Amplify repurchased 169,400 shares of common stock at an average price of $7.35 for a total cost of approximately $1.3 million. On April 18, 2019, in anticipation of the Merger, Legacy Amplify terminated the repurchase program.

In connection, with the closing of the Merger, the board of directors approved the commencement of an open market share repurchase program of up to $25.0 million of the Company’s outstanding shares of common stock, with repurchases beginning on or after August 6, 2019. During the three months ended September 30, 2019, the Company repurchased 1,773,146 shares of common stock at an average price of $5.81 for a total cost of approximately $10.4 million.

Cash Dividend Payment

On August 6, 2019, our board of directors approved a dividend of $0.20 per share of outstanding common stock or $8.2 million in aggregate, which was paid on September 18, 2019, to stockholders of record at the close of business on September 4, 2019. The amount of future dividends is subject to discretionary approval by the board of directors.