Business description of Amplify-Energy-Corp from last 10-k form

Washington, D.C. 20549

Form 10-K


ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                .

Commission File Number: 001-35512

MIDSTATES PETROLEUM COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  45-3691816
(I.R.S. Employer
Identification No.)

4400 Post Oak Parkway, Suite 1900; Houston, Texas
(Address of principal executive offices)

 

77027
(Zip Code)

Registrant's telephone number, including area code: (713) 595-9400

Securities registered pursuant to Section 12(b) of the Act:

Common stock, $0.01 par value   New York Stock Exchange
(Title of each class)   (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III or any amendment to the Form 10-K ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         The aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant was approximately $317 million based upon the closing price of such stock on June 29, 2012, the last business day of the registrant's most recently completed second fiscal quarter, of $9.71 per share.

         The number of shares outstanding of our stock at March 14, 2013 is shown below:

Class   Number of shares outstanding
Common stock, $0.01 par value   68,365,008

   


MIDSTATES PETROLEUM COMPANY, INC.
TABLE OF CONTENTS

Item


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Annual Report on Form 10-K contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this annual report are forward-looking statements, including, without limitation, statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. When used in this annual report, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

        Forward-looking statements may include statements about our:

    business strategy;

    estimated future net reserves and present value thereof;

    technology;

    cash flows and liquidity;

    financial strategy, budget, projections and operating results;

    oil and natural gas realized prices;

    timing and amount of future production of oil and natural gas;

    availability of drilling and production equipment;

    availability of oilfield labor;

    the amount, nature and timing of capital expenditures, including future development costs;

    availability and terms of capital;

    drilling of wells, including our identified drilling locations;

    successful results from our identified drilling locations;

    marketing of oil and natural gas;

    the integration and benefits of the Eagle Property Acquisition or the effects of the acquisition on our cash position and levels of indebtedness;

    infrastructure for salt water disposal;

    property acquisitions;

    costs of developing our properties and conducting other operations;

    general economic conditions;

    effectiveness of our risk management activities;

    environmental liabilities;

    counterparty credit risk;

    the outcome of pending and future litigation;

    governmental regulation and taxation of the oil and natural gas industry;

    developments in oil-producing and natural gas-producing countries;

    uncertainty regarding our future operating results; and

ii

    plans, objectives, expectations and intentions contained in this annual report that are not historical.

        All forward-looking statements speak only as of the date of this annual report. You should not place undue reliance on these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this annual report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We disclose important factors that could cause our actual results to differ materially from our expectations under "Risk Factors" and elsewhere in this annual report.