Amplify Energy Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS. AMPLIFY ENERGY CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except outstanding shares) ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ 2022 ​ 2021 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 10,944 ​ $ 18,799 Accounts receivable, net (see Note 12) ​ 78,929 ​ 91,967 Short-term derivative instruments ​ 442 ​ — Prepaid expenses and other current assets ​ 16,060 ​ 15,018 Total current assets ​ 106,375 ​ 125,784 Property and equipment, at cost: ​ ​ Oil and natural gas properties, successful efforts method ​ 828,691 ​ 799,532 Support equipment and facilities ​ 147,358 ​ 145,324 Other ​ 9,648 ​ 9,641 Accumulated depreciation, depletion and amortization ​ ( 652,008 ) ​ ( 634,212 ) Property and equipment, net ​ 333,689 ​ 320,285 Restricted investments ​ 9,975 ​ 4,622 Operating lease - long term right-of-use asset ​ 6,833 ​ 2,716 Other long-term assets ​ 1,310 ​ 1,693 Total assets ​ $ 458,182 ​ $ 455,100 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 25,034 ​ $ 33,819 Revenues payable ​ 25,439 ​ 20,374 Accrued liabilities (see Note 12) ​ 59,888 ​ 57,826 Short-term derivative instruments ​ 44,867 ​ 53,144 Total current liabilities ​ 155,228 ​ 165,163 Long-term debt (see Note 7) ​ 205,000 ​ 230,000 Asset retirement obligations ​ 107,358 ​ 102,398 Long-term derivative instruments ​ 5,684 ​ 9,664 Operating lease liability ​ 7,042 ​ 2,017 Other long-term liabilities ​ 13,193 ​ 10,699 Total liabilities ​ 493,505 ​ 519,941 Commitments and contingencies (see Note 14) ​ ​ Stockholders' equity (deficit): ​ ​ Preferred stock, $ 0.01 par value: 50,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021 ​ — ​ — Warrants, 2,173,913 warrants issued and outstanding at December 31, 2021 ​ — ​ 4,788 Common stock, $ 0.01 par value: 250,000,000 shares authorized; 38,440,803 and 38,024,142 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively ​ 386 ​ 382 Additional paid-in capital ​ 431,528 ​ 425,066 Accumulated deficit ​ ( 467,237 ) ​ ( 495,077 ) Total stockholders' deficit ​ ( 35,323 ) ​ ( 64,841 ) Total liabilities and equity ​ $ 458,182 ​ $ 455,100 ​ See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements. ​ 8 Table of Contents AMPLIFY ENERGY CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 2021 ​ 2022 2021 ​ Revenues: ​ ​ ​ ​ ​ ​ Oil and natural gas sales ​ $ 112,812 ​ $ 96,841 ​ $ 319,562 ​ $ 249,510 ​ Other revenues ​ 13,487 ​ 160 ​ 39,947 ​ 353 ​ Total revenues ​ 126,299 ​ 97,001 ​ 359,509 ​ 249,863 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ Lease operating expense ​ 32,048 ​ 34,486 ​ 98,253 ​ 92,045 ​ Gathering, processing and transportation ​ 7,483 ​ 5,047 ​ 22,774 ​ 14,676 ​ Taxes other than income ​ 9,152 ​ 6,024 ​ 25,328 ​ 15,708 ​ Depreciation, depletion and amortization ​ 6,296 ​ 7,000 ​ 17,795 ​ 21,736 ​ General and administrative expense ​ 6,965 ​ 6,448 ​ 23,364 ​ 19,399 ​ Accretion of asset retirement obligations ​ 1,773 ​ 1,665 ​ 5,242 ​ 4,918 ​ Loss (gain) on commodity derivative instruments ​ ( 3,300 ) ​ 46,653 ​ 108,675 ​ 145,139 ​ Pipeline incident loss ​ ​ 2,606 ​ ​ — ​ ​ 8,278 ​ ​ — ​ Pipeline incident settlement ​ ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ — ​ Other, net ​ 93 ​ 9 ​ 534 ​ 105 ​ Total costs and expenses ​ 75,116 ​ 107,332 ​ 322,243 ​ 313,726 ​ Operating income (loss) ​ 51,183 ​ ( 10,331 ) ​ 37,266 ​ ( 63,863 ) ​ Other income (expense): ​ ​ ​ ​ ​ Interest expense, net ​ ( 3,974 ) ​ ( 3,078 ) ​ ( 9,499 ) ​ ( 9,327 ) ​ Gain on extinguishment of debt ​ — ​ — ​ — ​ 5,516 ​ Other income (expense) ​ ​ 25 ​ ​ ( 61 ) ​ ​ 73 ​ ​ ( 141 ) ​ Total other income (expense) ​ ( 3,949 ) ​ ( 3,139 ) ​ ( 9,426 ) ​ ( 3,952 ) ​ Income (loss) before reorganization items, net and income taxes ​ 47,234 ​ ( 13,470 ) ​ 27,840 ​ ( 67,815 ) ​ Reorganization items, net ​ — ​ — ​ — ​ ( 6 ) ​ Income tax expense ​ — ​ — ​ — ​ — ​ Net income (loss) ​ $ 47,234 ​ $ ( 13,470 ) ​ $ 27,840 ​ $ ( 67,821 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) to: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common stockholders ​ $ 44,962 ​ $ ( 13,470 ) ​ $ 26,530 ​ $ ( 67,821 ) ​ Net income (loss) allocated to participating securities ​ 2,272 ​ — ​ 1,310 ​ — ​ Net income (loss) available to Amplify Energy Corp. ​ $ 47,234 ​ $ ( 13,470 ) ​ $ 27,840 ​ $ ( 67,821 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share: (See Note 9) ​ ​ ​ ​ ​ Basic and diluted earnings (loss) per share ​ $ 1.17 ​ $ ( 0.35 ) ​ $ 0.69 ​ $ ( 1.79 ) ​ Weighted average common shares outstanding: ​ ​ ​ ​ ​ Basic and diluted ​ 38,441 ​ 37,996 ​ 38,318 ​ 37,937 ​ ​ See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements. ​ 9 Table of Contents AMPLIFY ENERGY CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, ​ 2022 2021 Cash flows from operating activities: ​ ​ Net income (loss) ​ $ 27,840 ​ $ ( 67,821 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ Depreciation, depletion and amortization ​ 17,795 ​ 21,736 Loss (gain) on derivative instruments ​ 107,746 ​ 145,142 Cash settlements (paid) received on expired derivative instruments ​ ( 120,445 ) ​ ( 51,512 ) Gain on extinguishment of debt ​ ​ — ​ ​ ( 5,516 ) Accretion of asset retirement obligations ​ 5,242 ​ 4,918 Share-based compensation (see Note 10) ​ 2,224 ​ 1,436 Settlement of asset retirement obligations ​ ( 552 ) ​ ( 162 ) Amortization and write-off of deferred financing costs ​ 469 ​ 493 Bad debt expense ​ 1 ​ 108 Changes in operating assets and liabilities: ​ ​ Accounts receivable ​ 4,737 ​ ( 13,965 ) Prepaid expenses and other assets ​ ( 1,579 ) ​ 4,832 Payables and accrued liabilities ​ 3,526 ​ 16,127 Other ​ 2,326 ​ ( 529 ) Net cash provided by operating activities ​ 49,330 ​ 55,287 Cash flows from investing activities: ​ ​ Additions to oil and gas properties ​ ( 26,193 ) ​ ( 23,142 ) Additions to other property and equipment ​ ( 7 ) ​ ( 515 ) Additions to restricted investments ​ ( 5,353 ) ​ — Other ​ — ​ 404 Net cash used in investing activities ​ ( 31,553 ) ​ ( 23,253 ) Cash flows from financing activities: ​ ​ Advances on revolving credit facility ​ 5,000 ​ — Payments on revolving credit facility ​ ( 30,000 ) ​ ( 25,000 ) Deferred financing costs ​ ( 86 ) ​ ( 25 ) Shares withheld for taxes ​ ( 546 ) ​ ( 29 ) Other ​ — ​ — Net cash used in financing activities ​ ( 25,632 ) ​ ( 25,054 ) Net change in cash and cash equivalents ​ ( 7,855 ) ​ 6,980 Cash and cash equivalents, beginning of period ​ 18,799 ​ 10,364 Cash and cash equivalents, end of period ​ $ 10,944 ​ $ 17,344 ​ See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements. ​ 10 Table of Contents AMPLIFY ENERGY CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ ​ Paid-in ​ Accumulated ​ ​ ​ ​ ​ Stock Warrants Capital Deficit Total Balance at December 31, 2021 $ 382 ​ $ 4,788 ​ $ 425,066 ​ $ ( 495,077 ) ​ $ ( 64,841 ) ​ Net income (loss) ​ — ​ — ​ — ​ ( 48,614 ) ​ ( 48,614 ) ​ Share-based compensation expense ​ — ​ — ​ 518 ​ — ​ 518 ​ Shares withheld for taxes ​ — ​ — ​ ( 66 ) ​ — ​ ( 66 ) ​ Other ​ 2 ​ — ​ ( 2 ) ​ — ​ — ​ Balance at March 31, 2022 ​ ​ 384 ​ ​ 4,788 ​ ​ 425,516 ​ ​ ( 543,691 ) ​ ​ ( 113,003 ) ​ Net income (loss) ​ ​ — ​ ​ — ​ ​ — ​ ​ 29,220 ​ ​ 29,220 ​ Share-based compensation expense ​ ​ — ​ ​ — ​ ​ 856 ​ ​ — ​ ​ 856 ​ Shares withheld for taxes ​ ​ — ​ ​ — ​ ​ ( 464 ) ​ ​ — ​ ​ ( 464 ) ​ Expiration of warrants ​ ​ — ​ ​ ( 4,788 ) ​ ​ 4,788 ​ ​ — ​ ​ — ​ Other ​ ​ 1 ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ Balance at June 30, 2022 ​ ​ 385 ​ ​ — ​ ​ 430,695 ​ ​ ( 514,471 ) ​ ​ ( 83,391 ) ​ Net income (loss) ​ — ​ — ​ — ​ 47,234 ​ 47,234 ​ Share-based compensation expense ​ — ​ — ​ 850 ​ — ​ 850 ​ Shares withheld for taxes ​ — ​ — ​ ( 16 ) ​ — ​ ( 16 ) ​ Other ​ ​ 1 ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ Balance at September 30, 2022 $ 386 $ — $ 431,528 $ ( 467,237 ) $ ( 35,323 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Accumulated ​ ​ ​ ​ Common ​ ​ ​ ​ Paid-in ​ Earnings ​ ​ ​ ​ Stock Warrants Capital (Deficit) Total Balance at December 31, 2020 $ 378 $ 4,788 $ 424,104 $ ( 463,007 ) $ ( 33,737 ) Net income (loss) ​ — ​ — ​ — ​ ( 19,328 ) ​ ( 19,328 ) Share-based compensation expense ​ — ​ — ​ ( 204 ) ​ — ​ ( 204 ) Shares withheld for taxes ​ — ​ — ​ ( 5 ) ​ — ​ ( 5 ) Other ​ 3 ​ — ​ ( 3 ) ​ — ​ — Balance at March 31, 2021 ​ 381 ​ 4,788 ​ 423,892 ​ ( 482,335 ) ​ ( 53,274 ) Net income (loss) ​ ​ — ​ — ​ — ​ ( 35,023 ) ​ ( 35,023 ) Share-based compensation expense ​ ​ — ​ — ​ 934 ​ — ​ 934 Shares withheld for taxes ​ ​ — ​ — ​ ( 12 ) ​ — ​ ( 12 ) Balance at June 30, 2021 ​ 381 ​ 4,788 ​ 424,814 ​ ( 517,358 ) ​ ( 87,375 ) Net income (loss) ​ — ​ — ​ — ​ ( 13,470 ) ​ ( 13,470 ) Share-based compensation expense ​ — ​ — ​ 707 ​ — ​ 707 Shares withheld for taxes ​ ​ — ​ ​ — ​ ​ ( 13 ) ​ ​ — ​ ​ ( 13 ) Balance at September 30, 2021 $ 381 $ 4,788 $ 425,508 $ ( 530,828 ) $ ( 100,151 ) ​ See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements. ​ ​ 11 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ Note 1. Organization and Basis of Presentation General Amplify Energy Corp. (“Amplify Energy,” “it” or the “Company”) is a publicly traded Delaware corporation whose common stock is listed on the NYSE under the symbol “AMPY.” The Company is engaged in the acquisition, development, exploitation and production of oil and natural gas properties located in Oklahoma, the Rockies, federal waters offshore Southern California, East Texas/North Louisiana and the Eagle Ford. The Company’s properties consist primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working interests in identified producing wells. Basis of Presentation The Company’s accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the Company’s opinion, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for fair presentation. Material intercompany transactions and balances have been eliminated. The results reported in these Unaudited Condensed Consolidated Financial Statements are not necessarily indicative of results that may be expected for the entire year. Furthermore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, the accompanying Unaudited Condensed Consolidated Financial Statements and Notes should be read in conjunction with the Company’s annual financial statements included in its 2021 Form 10-K. Use of Estimates The preparation of the accompanying Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, oil and natural gas reserves; fair value estimates; revenue recognition; and contingencies and insurance accounting. Market Conditions and COVID-19 Since the start of the COVID-19 pandemic, governments have tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, among other actions, which caused a significant decrease in activity in the global economy and the demand for oil and to a lesser extent natural gas and NGLs. As vaccines have become widely available, social distancing guidelines, travel restrictions and stay-at-home orders have eased, activity in the global economy has increased and demand for oil, natural gas and NGLs and related commodity pricing, has improved. Additionally, oil, natural gas and NGLs prices increased during 2022 when compared to the same period of 2021 and, as a result, the Company experienced a significant increase in revenues. The Company continues to monitor the impact of the actions of the Organization of the Petroleum Exporting Countries and other large producing nations, the Russia-Ukraine conflict, global inventories of oil and gas and the uncertainty associated with recovering oil demand, inflation and future monetary policy, and governmental policies aimed at transitioning towards lower carbon energy. The Company expects prices for some or all of the commodities to remain volatile. 12 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The COVID-19 pandemic and the Russia-Ukraine conflict continue to evolve, and the extent to which these events may impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. ​ Note 2. Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in the Company’s annual financial statements included in its 2021 Form 10-K. New Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. ​ Note 3. Revenue Revenue from Contracts with Customers Revenue is recognized when the following five steps are completed: (1) identify the contract with the customer, (2) identify the performance obligation (promise) in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, (5) recognize revenue when the reporting organization satisfies a performance obligation. The Company has determined that its contracts for the sale of crude oil, unprocessed natural gas, residue gas and NGLs contain monthly performance obligations to deliver product at locations specified in the contract. Control is transferred at the delivery location, at which point the performance obligation has been satisfied and revenue is recognized. Fees included in the contract that are incurred prior to control transfer are classified as gathering, processing and transportation, and fees incurred after control transfers are included as a reduction to the transaction price. The transaction price at which revenue is recognized consists entirely of variable consideration based on quoted market prices less various fees and the quantity of volumes delivered. Disaggregation of Revenue The Company has identified three material revenue streams in its business: oil, natural gas and NGLs. The following table presents the Company’s revenues disaggregated by revenue stream. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2022 2021 2022 2021 ​ ​ (in thousands) ​ Revenues ​ ​ ​ ​ ​ ​ Oil ​ $ 54,394 ​ $ 63,172 ​ $ 165,686 ​ $ 169,377 ​ NGLs ​ ​ 11,704 ​ ​ 11,839 ​ ​ 38,789 ​ ​ 28,386 ​ Natural gas ​ ​ 46,714 ​ ​ 21,830 ​ ​ 115,087 ​ ​ 51,747 ​ Oil and natural gas sales ​ $ 112,812 ​ $ 96,841 ​ $ 319,562 ​ $ 249,510 ​ ​ 13 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Contract Balances Under the Company’s sales contracts, the Company invoices customers once its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. Accounts receivable attributable to the Company’s revenue contracts with customers was $ 45.8 million at September 30, 2022 and $ 32.4 million at December 31, 2021. ​ Note 4. Fair Value Measurements of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). All the derivative instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets were considered Level 2. The carrying values of accounts receivables, accounts payables (including accrued liabilities), restricted investments and amounts outstanding under long-term debt agreements with variable rates included in the accompanying Unaudited Condensed Consolidated Balance Sheets approximated fair value at September 30, 2022 and December 31, 2021. The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy. These assets and liabilities are not presented in the following tables. Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 were based on estimated forward commodity prices. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement in its entirety. The significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 for each of the fair value hierarchy levels: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at September 30, 2022 ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Active Market ​ Observable Inputs ​ Inputs ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Fair Value ​ ​ (In thousands) Assets: ​ ​ ​ ​ Commodity derivatives ​ $ — ​ $ 7,634 ​ $ — ​ $ 7,634 Interest rate derivatives ​ — ​ 442 ​ — ​ 442 Total assets ​ $ — ​ $ 8,076 ​ $ — ​ $ 8,076 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Commodity derivatives ​ $ — ​ $ 58,185 ​ $ — ​ $ 58,185 Interest rate derivatives ​ — ​ — ​ — ​ — Total liabilities ​ $ — ​ $ 58,185 ​ $ — ​ $ 58,185 ​ 14 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2021 ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Active Market ​ Observable Inputs ​ Inputs ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Fair Value ​ ​ (In thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ Commodity derivatives ​ $ — ​ $ 7,967 ​ $ — ​ $ 7,967 Interest rate derivatives ​ — ​ — ​ — ​ — Total assets ​ $ — ​ $ 7,967 ​ $ — ​ $ 7,967 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Commodity derivatives ​ $ — ​ $ 70,152 ​ $ — ​ $ 70,152 Interest rate derivatives ​ — ​ 623 ​ — ​ 623 Total liabilities ​ $ — ​ $ 70,775 ​ $ — ​ $ 70,775 ​ See Note 5 for additional information regarding the Company’s derivative instruments. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are reported at fair value on a nonrecurring basis, as reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets. The following methods and assumptions are used to estimate the fair values: ● The fair value of asset retirement obligations (“AROs”) is based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding factors such as the existence of a legal obligation for an ARO; amounts and timing of settlements; the credit-adjusted risk-free rate; and inflation rates. The initial fair value estimates are based on unobservable market data and are classified within Level 3 of the fair value hierarchy. See Note 6 for a summary of changes in AROs. ● Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties. The Company uses an income approach based on the discounted cash flow method, whereby the present value of expected future net cash flows is discounted by applying an appropriate discount rate, for purposes of placing a fair value on the assets. The future cash flows are based on management’s estimates for the future. The unobservable inputs used to determine fair value include, but are not limited to, estimates of proved reserves, estimates of probable reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties (some of which are Level 3 inputs within the fair value hierarchy). ● No impairment expense recorded on proved oil and natural gas properties during the three and nine months ended September 30, 2022 and 2021. ​ Note 5. Risk Management and Derivative Instruments Derivative instruments are utilized to manage exposure to commodity price and interest rate fluctuations and to achieve a more predictable cash flow in connection with natural gas and oil sales and borrowing related activities. These instruments limit exposure to declines in prices but also limit the benefits that would be realized if prices increase. 15 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Certain inherent business risks are associated with commodity derivative contracts, including market risk and credit risk. Market risk is the risk that the price of natural gas or oil will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by the counterparty to a contract. It is the Company’s policy to enter into derivative contracts only with creditworthy counterparties, which generally are financial institutions, deemed by management as competent and competitive market makers. Some of the lenders, or certain of their affiliates, under the Company’s current credit agreements are counterparties to its derivative contracts. While collateral is generally not required to be posted by counterparties, credit risk associated with derivative instruments is minimized by limiting exposure to any single counterparty and entering into derivative instruments only with creditworthy counterparties that are generally large financial institutions. Additionally, master netting agreements are used to mitigate risk of loss due to default with counterparties on derivative instruments. The Company has also entered into International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with each of its counterparties. The terms of the ISDA Agreements provide the Company and each of its counterparties with rights of set-off upon the occurrence of defined acts of default by either the Company or its counterparty to a derivative, whereby the party not in default may set-off all liabilities owed to the defaulting party against all net derivative asset receivables from the defaulting party. See Note 7 for additional information regarding the Company’s Revolving Credit Facility (as defined below). Commodity Derivatives The Company may use a combination of commodity derivatives (e.g., floating-for-fixed swaps, put options, costless collars and three-way collars) to manage exposure to commodity price volatility. The Company recognizes all derivative instruments at fair value. The Company enters into natural gas derivative contracts that are indexed to NYMEX-Henry Hub. The Company also enters into oil derivative contracts indexed to NYMEX-WTI. The Company’s NGL derivative contracts are primarily indexed to OPIS Mont Belvieu. 16 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS At September 30, 2022, the Company had the following open commodity positions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2023 Natural Gas Derivative Contracts: ​ ​ ​ Fixed price swap contracts: ​ ​ ​ Average monthly volume (MMBtu) ​ ​ 695,000 ​ — Weighted-average fixed price ​ $ 2.56 ​ $ — ​ ​ ​ ​ ​ ​ ​ Collar contracts: ​ ​ ​ ​ Two-way collars ​ ​ ​ ​ Average monthly volume (MMBtu) ​ 775,000 ​ 1,160,000 Weighted-average floor price ​ $ 2.56 ​ $ 3.49 Weighted-average ceiling price ​ $ 3.44 ​ $ 5.92 ​ ​ ​ ​ ​ ​ ​ Crude Oil Derivative Contracts: ​ ​ ​ ​ Fixed price swap contracts: ​ ​ ​ ​ Average monthly volume (Bbls) ​ 57,000 ​ 55,000 Weighted-average fixed price ​ $ 48.27 ​ $ 57.30 ​ ​ ​ ​ ​ ​ ​ Collar contracts: ​ ​ Two-way collars ​ ​ ​ ​ ​ ​ Average monthly volume (Bbls) ​ ​ 15,000 ​ ​ — Weighted-average floor price ​ $ 60.00 ​ $ — Weighted-average ceiling price ​ $ 71.00 ​ $ — ​ ​ ​ ​ ​ ​ ​ Three-way collars ​ ​ ​ ​ Average monthly volume (Bbls) ​ 89,000 ​ 30,000 Weighted-average ceiling price ​ $ 55.55 ​ $ 67.15 Weighted-average floor price ​ $ 42.92 ​ $ 55.00 Weighted-average sub-floor price ​ $ 32.58 ​ $ 40.00 ​ Interest Rate Swaps Periodically, the Company enters into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates such as those in its Revolving Credit Facility to fixed interest rates. At September 30, 2022, the Company had the following interest rate swap open positions: ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ 2022 Average Monthly Notional (in thousands) ​ $ 75,000 ​ Weighted-average fixed rate ​ 1.281 % Floating rate ​ 1 Month LIBOR ​ ​ Balance Sheet Presentation The following table summarizes both: (i) the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the balance sheet and (ii) the net recorded fair value as reflected on the balance sheet at September 30, 2022 and December 31, 2021. There was no cash collateral received or pledged associated with the Company’s derivative instruments since most of its counterparties, or certain of its affiliates, to its derivative contracts are lenders under its Revolving Credit Facility. 17 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset Liability Asset Liability ​ ​ ​ ​ Derivatives ​ Derivatives ​ Derivatives ​ Derivatives ​ ​ ​ ​ September 30, ​ September 30, ​ December 31, ​ December 31, Type Balance Sheet Location 2022 2022 2021 2021 ​ ​ ​ ​ (In thousands) Commodity contracts Short-term derivative instruments ​ $ 5,604 ​ $ 50,471 ​ $ 4,804 ​ $ 57,325 Interest rate swaps Short-term derivative instruments ​ 442 ​ — ​ — ​ 623 Gross fair value ​ ​ 6,046 ​ 50,471 ​ 4,804 ​ 57,948 Netting arrangements ​ ​ ( 5,604 ) ​ ( 5,604 ) ​ ( 4,804 ) ​ ( 4,804 ) Net recorded fair value Short-term derivative instruments ​ $ 442 ​ $ 44,867 ​ $ — ​ $ 53,144 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity contracts Long-term derivative instruments ​ $ 2,030 ​ $ 7,714 ​ $ 3,163 ​ $ 12,827 Interest rate swaps Long-term derivative instruments ​ — ​ — ​ — ​ — Gross fair value ​ ​ 2,030 ​ 7,714 ​ 3,163 ​ 12,827 Netting arrangements ​ ​ ( 2,030 ) ​ ( 2,030 ) ​ ( 3,163 ) ​ ( 3,163 ) Net recorded fair value Long-term derivative instruments ​ $ — ​ $ 5,684 ​ $ — ​ $ 9,664 ​ Loss (Gain) on Derivative Instruments The Company does not designate derivative instruments as hedging instruments for accounting and financial reporting purposes. Accordingly, all gains and losses, including changes in the derivative instruments’ fair values, have been recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations. The following table details the gains and losses related to derivative instruments for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ ​ Statements of September 30, September 30, ​ ​ Operations Location ​ 2022 2021 ​ 2022 2021 ​ Commodity derivative contracts Loss (gain) on commodity derivatives ​ $ ( 3,300 ) ​ $ 46,653 ​ $ 108,675 ​ $ 145,139 ​ (Gain) loss on interest rate derivatives Interest expense, net ​ ( 87 ) ​ 47 ​ ( 930 ) ​ 3 ​ ​ ​ Note 6. Asset Retirement Obligations The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the nine months ended September 30, 2022 (in thousands): ​ ​ ​ ​ ​ Asset retirement obligations at beginning of period ​ $ 103,414 Liabilities added from acquisition or drilling ​ 20 Liabilities settled ​ ( 552 ) Liabilities removed upon sale of wells ​ — Accretion expense ​ 5,242 Revision of estimates ​ 117 Asset retirement obligation at end of period ​ 108,241 Less: Current portion ​ 883 Asset retirement obligations - long-term portion ​ $ 107,358 ​ ​ 18 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 7. Long-Term Debt The following table presents the Company’s consolidated debt obligations at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ (In thousands) Revolving Credit Facility (1) ​ $ 205,000 ​ $ 230,000 Total long-term debt ​ $ 205,000 ​ $ 230,000 (1) The carrying amount of the Company’s Revolving Credit Facility approximates fair value because the interest rates are variable and reflective of market rates. Revolving Credit Facility OLLC, the Company’s wholly owned subsidiary, is a party to a reserve-based revolving credit facility (the “Revolving Credit Facility”), subject to a borrowing base of $ 225.0 million as of September 30, 2022, which is guaranteed by the Company and all of its current subsidiaries. The Revolving Credit Facility matures on November 2, 2023 . The Company’s borrowing base under its Revolving Credit Facility is subject to redetermination on at least a semi-annual basis, primarily based on a reserve engineering report. On June 20, 2022, OLLC entered into the Borrowing Base Redetermination Agreement and Sixth Amendment to Credit Agreement, among OLLC, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (the “Sixth Amendment”). The Sixth Amendment amends the Revolving Credit Facility to, among other things: ● terminate the automatic monthly reductions of the borrowing base; ● reaffirm the borrowing base under the Revolving Credit Facility at $ 225.0 million; and ● modify the affirmative hedging covenant. As of September 30, 2022, the Company was in compliance with all the financial (current ratio and total leverage ratio) and non-financial covenants associated with its Revolving Credit Facility. Weighted-Average Interest Rates The following table presents the weighted-average interest rates paid, excluding commitment fees, on the Company’s consolidated variable-rate debt obligations for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Revolving Credit Facility ​ 5.91 % 3.64 % 4.73 % 3.65 % ​ ​ Letters of Credit At September 30, 2022, the Company had no letters of credit outstanding. Unamortized Deferred Financing Costs Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility was $ 0.6 million at September 30, 2022. 19 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Paycheck Protection Program On April 24, 2020, the Company received a $ 5.5 million from the Paycheck Protection Program (the “PPP Loan”). The PPP Loan was established as part of the Coronavirus Aid, Relief, and Economic Security Act to provide loans to qualifying businesses. The PPP Loan was not part of the Revolving Credit Facility as described above. The loan and accrued interest were potentially forgivable provided that the borrower uses the loan proceeds for eligible purposes. The term of the Company’s PPP Loan was two years with an annual interest rate of 1 % and no payments of principal or interest due during the six-month period beginning on the date of the PPP Loan. The Company applied for forgiveness of the amount due on the PPP Loan based on spending the loan proceeds on eligible expenses as defined by the statute. On June 22, 2021, KeyBank notified the Company that the PPP Loan had been approved for full and complete forgiveness by the Small Business Association. For the nine months ended September 30, 2021, the Company reported a gain on extinguishment of debt of $ 5.5 million for the PPP Loan forgiveness in the Unaudited Condensed Consolidated Statements of Operations. ​ Note 8. Equity (Deficit) Common Stock The Company’s authorized capital stock includes 250,000,000 shares of common stock, $ 0.01 par value per share. The following is a summary of the changes in the Company’s common stock issued for the nine months ended September 30, 2022: ​ ​ ​ ​ ​ Common Stock Balance, December 31, 2021 38,024,142 Issuance of common stock — Restricted stock units vested 512,754 Shares withheld for taxes (1) ​ ( 96,093 ) Balance, September 30, 2022 38,440,803 (1) Represents the net settlement on vesting of restricted stock necessary to satisfy the minimum statutory tax withholding requirements. Warrants On May 4, 2017, Legacy Amplify entered into a warrant agreement with American Stock Transfer & Trust Company, LLC, as warrant agent, pursuant to which Legacy Amplify issued warrants to purchase up to 2,173,913 shares of Legacy Amplify’s common stock, exercisable for a five-year period commencing on May 4, 2017 at an exercise price of $ 42.60 per share. The warrants expired on May 4, 2022. ​ 20 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 9. Earnings per Share The following sets forth the calculation of earnings (loss) per share, or EPS, for the periods indicated (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Net income (loss) ​ $ 47,234 ​ $ ( 13,470 ) ​ $ 27,840 ​ $ ( 67,821 ) ​ Less: Net income allocated to participating securities ​ 2,272 ​ — ​ 1,310 ​ — ​ Basic and diluted earnings available to common stockholders ​ $ 44,962 ​ $ ( 13,470 ) ​ $ 26,530 ​ $ ( 67,821 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common shares: ​ ​ ​ ​ ​ Common shares outstanding — basic ​ 38,441 ​ 37,996 ​ 38,318 ​ 37,937 ​ Dilutive effect of potential common shares ​ — ​ — ​ — ​ — ​ Common shares outstanding — diluted ​ 38,441 ​ 37,996 ​ 38,318 ​ 37,937 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) per share: ​ ​ ​ ​ ​ Basic ​ $ 1.17 ​ $ ( 0.35 ) ​ $ 0.69 ​ $ ( 1.79 ) ​ Diluted ​ $ 1.17 ​ $ ( 0.35 ) ​ $ 0.69 ​ $ ( 1.79 ) ​ Antidilutive warrants (1) ​ — ​ 2,174 ​ — ​ 2,174 ​ (1) Amount represents warrants to purchase common stock that are excluded from the diluted net earnings per share calculations because of their antidilutive effect . ​ Note 10. Long-Term Incentive Plans In May 2021, the shareholders approved a new Equity Incentive Plan (“EIP”) in which the Legacy Amplify Management Incentive Plan (the “Legacy Amplify MIP”) and the Legacy Amplify 2017 Non-Employee Directors Compensation Plan (the “Legacy Amplify Non-Employee Directors Compensation Plan”) were replaced by the EIP and no further awards will be allowed to be granted under the Legacy Amplify MIP or the Legacy Amplify Non-Employee Directors Compensation Plan. As of September 30, 2022, an aggregate of 1,533,291 shares were available for future grants under the EIP. Restricted Stock Units Restricted Stock Units with Service Vesting Condition The restricted stock units with service vesting conditions (“TSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with the TSUs was $ 4.3 million at September 30, 2022. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.9 years. 21 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes information regarding the TSUs granted under the EIP for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average Grant- ​ ​ Number of ​ Date Fair Value ​ ​ Units ​ per Unit (1) TSUs outstanding at December 31, 2021 1,074,420 ​ $ 3.66 Granted (2) 958,279 ​ $ 4.04 Forfeited ( 24,375 ) ​ $ 3.52 Vested ( 460,326 ) ​ $ 3.74 TSUs outstanding at September 30, 2022 1,547,998 ​ $ 3.87 (1) Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued. (2) The aggregate grant-date fair value of TSUs issued for the nine months ended September 30, 2022 was $ 3.9 million based on a grant date market price ranging from $ 3.64 to $ 6.99 per share. Restricted Stock Units with Market and Service Vesting Conditions The restricted stock units with market and service vesting conditions (“PSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. As such, the Company recognizes compensation cost over the requisite service period for each separately vesting tranche of the award as though the award were, in substance, multiple awards. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost related to the PSUs was less than $ 0.1 million at September 30, 2022. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 0.7 years. The PSUs will vest based on the satisfaction of service and market vesting conditions, with market vesting based on the Company’s achievement of certain share price targets. The PSUs are subject to service-based vesting such that 50 % of the PSUs service vest on the applicable market vesting date and an additional 25 % of the PSUs service vest on each of the first and second anniversaries of the applicable market vesting date. In the event of a qualifying termination, subject to certain conditions, (i) all PSUs that have satisfied the market vesting conditions will fully service vest, upon such termination, and (ii) if the termination occurs between the second and third anniversaries of the grant date, then PSUs that have not market vested as of the termination will market vest to the extent that the share targets (in each case, reduced by $ 0.25 ) are achieved as of such termination. Subject to the foregoing, any unvested PSUs will be forfeited upon termination of employment. A Monte Carlo simulation was used in order to determine the fair value of these awards at the grant date. The following table summarizes information regarding the PSUs granted under the EIP for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average Grant- ​ ​ Number of ​ Date Fair Value ​ ​ Units ​ per Unit (1) PSUs outstanding at December 31, 2021 65,940 ​ $ 2.87 Granted — ​ $ — Forfeited ( 8,864 ) ​ $ 2.11 Vested — ​ $ — PSUs & outstanding at September 30, 2022 57,076 ​ $ 2.99 (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. 22 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock Units with Market Vesting Conditions The restricted stock units with performance-based vesting conditions (“PRSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. As such, the Company recognizes compensation cost over the requisite service period for each separately vesting tranche of the award as though the award were, in substance, multiple awards. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense. The 2022 PRSUs were issued with a three year vesting period beginning on the grant date and ending on the third anniversary of the grant date. Vesting of PRSUs can range from zero to 200 % of the target units granted based on the Company’s relative total shareholder return as compared to the total shareholder return of the Company’s performance peer group over the performance period. The fair value of each PRSU award was estimated on their grant dates using a Monte Carlo simulation. The unrecognized cost associated with the PRSUs was $ 1.0 million at September 30, 2022. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 2.2 years. The 2021 PRSUs awards were issued collectively in separate tranches with individual performances periods beginning in January 2021, 2022, and 2023 respectively. For each of the 2021 PRSUs awards the performance period, will vest based on the percentage of the target PRSUs subject to the performance vesting condition, with 25 % able to vest during the period January 1, 2021 through December 31, 2021; 25 % able to vest during the period January 1, 2022 through December 31, 2022 and 50 % able to vest during the period of January 1, 2023 through December 31, 2023. The ranges for the assumptions used in the Monte Carlo model for the PRSUs granted during 2022 are presented as follows: ​ ​ ​ ​ ​ ​ ​ 2022 ​ Expected volatility ​ 120.8 % Dividend yield ​ 0.00 % Risk-free interest rate ​ 1.38 % ​ The following table summarizes information regarding the PRSUs granted under the EIP for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average Grant- ​ ​ Number of ​ Date Fair Value ​ ​ Units ​ per Unit (1) PRSUs outstanding at December 31, 2021 196,377 ​ $ 1.94 Granted (2) 189,904 ​ $ 6.20 Forfeited — ​ $ — Vested ( 49,095 ) ​ $ 1.24 PRSUs outstanding at September 30, 2022 337,186 ​ $ 4.44 (1) Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued. (2) The aggregate grant-date fair value of PRSUs issued for the nine months ended September 30, 2022 was $ 1.2 million based on a calculated fair value price at $ 6.20 per share. 2017 Non-Employee Directors Compensation Plan In June 2017, Legacy Amplify implemented the Legacy Amplify Non-Employee Directors Compensation Plan to attract and retain the services of experienced non-employee directors of Legacy Amplify or its subsidiaries. In connection with the closing of the merger, on August 6, 2019, the Company assumed the Legacy Amplify Non-Employee Directors Compensation Plan. As noted above, the Legacy Amplify Non-Employee Directors Compensation Plan was replaced by the EIP in May 2021. 23 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The restricted stock units with a service vesting condition (“Board RSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average Grant- ​ ​ Number of ​ Date Fair Value ​ ​ Units ​ per Unit (1) Board RSUs outstanding at December 31, 2021 3,333 ​ $ 5.12 Granted — ​ $ — Forfeited — ​ $ — Vested ( 3,333 ) ​ $ 5.12 Board RSUs outstanding at September 30, 2022 — ​ $ — (1) Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued. Compensation Expense The following table summarizes the amount of recognized compensation expense associated with the EIP, which are reflected in the accompanying Unaudited Condensed Consolidated Statements of Operations for the periods presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Equity classified awards ​ ​ ​ ​ ​ ​ ​ ​ ​ TSUs ​ ​ 718 ​ ​ 466 ​ ​ 2,000 ​ ​ 1,123 ​ PSUs and PRSUs ​ 132 ​ ( 10 ) ​ 349 ​ 119 ​ Board RSUs ​ — ​ 4 ​ 5 ​ 12 ​ ​ ​ $ 850 ​ $ 460 ​ $ 2,354 ​ $ 1,254 ​ ​ ​ Note 11. Leases The Company has leases for office space and equipment in its corporate office and operating regions as well as warehouse space, vehicles, compressors and surface rentals related to its business operations. In addition, the Company has offshore Southern California pipeline right-of-way use agreements. Most of the Company’s leases, other than its corporate office lease, have an initial term and may be extended on a month-to-month basis after expiration of the initial term. Most of the Company’s leases can be terminated with 30-day prior written notice. The majority of its month-to-month leases are not included as a lease liability in its balance sheet under ASC 842 because continuation of the lease is not reasonably certain. Additionally, the Company elected the short-term practical expedient to exclude leases with a term of twelve months or less. For the quarter ended September 30, 2022, all of the Company’s leases qualified as operating leases and it did not have any existing or new leases qualifying as financing leases or variable leases. The Company’s corporate office lease does not provide an implicit rate. To determine the present value of the lease payments, the Company uses its incremental borrowing rate based on the information available at the inception date. To determine the incremental borrowing rate, the Company applies a portfolio approach based on the applicable lease terms and the current economic environment. The Company uses a reasonable market interest rate for its office equipment and vehicle leases. For the nine months ended September 30, 2022 and 2021, the Company recognized approximately $ 1.1 million and $ 2.0 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations. 24 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Supplemental cash flow information related to the Company’s lease liabilities is included in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, ​ ​ ​ 2022 ​ 2021 ​ ​ ​ (In thousands) ​ Non-cash amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from operating leases $ 4,118 ​ $ 879 ​ ​ The following table presents the Company’s right-of-use assets and lease liabilities for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ (In thousands) Right-of-use asset ​ $ 6,833 ​ $ 2,716 ​ ​ ​ ​ ​ ​ ​ Lease liabilities: ​ ​ Current lease liability ​ 232 ​ 777 Long-term lease liability ​ 7,042 ​ 2,017 Total lease liability ​ $ 7,274 ​ $ 2,794 ​ The following table reflects the Company’s maturity analysis of the minimum lease payment obligations under non-cancelable operating leases with a remaining term in excess of one year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Office and ​ Leased vehicles ​ ​ ​ ​ ​ ​ warehouse ​ and office ​ ​ ​ ​ leases equipment Total Remaining 2022 ​ $ 333 ​ $ 130 ​ $ 463 2023 ​ ​ 1,333 ​ ​ 509 ​ ​ 1,842 2024 ​ ​ 1,333 ​ ​ 301 ​ ​ 1,634 2025 ​ ​ 1,333 ​ ​ 149 ​ ​ 1,482 2026 and thereafter ​ 3,482 ​ — ​ 3,482 Total lease payments ​ 7,814 ​ 1,089 ​ 8,903 Less: interest ​ 1,550 ​ 79 ​ 1,629 Present value of lease liabilities ​ $ 6,264 ​ $ 1,010 ​ $ 7,274 ​ The weighted average remaining lease terms and discount rate for all of the Company’s operating leases for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2022 ​ 2021 Weighted average remaining lease term (years): ​ ​ Office and warehouse space 5.38 3.15 ​ Vehicles 0.24 0.31 ​ Office equipment 0.05 — ​ Weighted average discount rate: ​ ​ ​ Office leases 5.31 % 3.05 % Vehicles 0.58 % 0.63 % Office equipment 0.13 % 0.04 % ​ ​ ​ 25 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 12. Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows Accrued Liabilities Current accrued liabilities consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2022 ​ 2021 Accrued liability - pipeline incident ​ $ 26,115 ​ $ 34,417 Accrued lease operating expense ​ ​ 9,830 ​ ​ 9,271 Accrued capital expenditures ​ ​ 5,958 ​ ​ 1,631 Accrued production and ad valorem tax ​ 6,533 ​ 3,277 Accrued commitment fee and other expense ​ 6,011 ​ 2,882 Accrued general and administrative expense ​ 4,280 ​ 4,555 Asset retirement obligations ​ 883 ​ 1,016 Operating lease liability ​ ​ 232 ​ ​ 777 Other ​ 46 ​ — Accrued liabilities ​ $ 59,888 ​ $ 57,826 ​ Accounts Receivable Accounts receivable consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2022 ​ 2021 Oil and natural gas receivables ​ $ 45,766 ​ $ 32,428 Insurance receivable - pipeline incident ​ ​ 30,570 ​ ​ 55,765 Joint interest owners and other ​ ​ 4,229 ​ ​ 5,409 Total accounts receivable ​ 80,565 ​ 93,602 Less: allowance for doubtful accounts ​ ( 1,636 ) ​ ( 1,635 ) Total accounts receivable, net ​ $ 78,929 ​ $ 91,967 ​ Supplemental Cash Flows Supplemental cash flows for the periods presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, ​ ​ 2022 ​ 2021 Supplemental cash flows: ​ ​ ​ ​ Cash paid for interest, net of amounts capitalized ​ $ 7,597 ​ $ 6,578 Cash paid for reorganization items, net — ​ 6 Cash paid for taxes 35 ​ — ​ ​ ​ ​ ​ ​ ​ Noncash investing and financing activities: ​ ​ ​ Increase (decrease) in capital expenditures in payables and accrued liabilities 4,606 ​ 4,177 ​ ​ 26 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 13. Related Party Transactions Related Party Agreements There have been no transactions between the Company and any related person in which the related person had a direct or indirect material interest for the three and nine months ended September 30, 2022 and 2021. ​ Note 14. Commitments and Contingencies Litigation and Environmental As of September 30, 2022, the Company had $ 8.0 million contingent liabilities recorded in its Unaudited Condensed Consolidated Financial Statements associated with any litigation, pending or threatened. See additional information regarding the Incident below. Although the Company is insured against various risks to the extent it believes it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify it against liabilities arising from future legal proceedings. At September 30, 2022 and December 31, 2021, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet. Southern California Pipeline Incident The Company and certain of its subsidiaries are named defendants in a putative class action pending in the United States District Court for the Central District of California. The plaintiffs seek unspecified monetary damages and certain forms of injunctive relief. The Company is also participating in a related claims process organized under the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq. (“OPA 90”). Under OPA 90, a party alleged to be responsible for a discharge of oil is required to establish a claims process to pay for interim costs and damages as a result of the discharge. The OPA 90 claims process remains ongoing. On August 25, 2022, the Company reached an agreement in principle with plaintiffs in the class action to resolve all civil claims against it and its subsidiaries. The settlement of $ 50.0 million, which also includes certain injunctive relief, will be funded under the Company’s insurance policies, and the final agreement will be subject to court approval. On October 17, 2022, counsel to the putative class filed a motion for preliminary approval of the final settlement agreement; that motion is noticed for a hearing with the Court on November 16, 2022. On August 26, 2022, the Company reached an agreement with the United States government, which the court has approved, to resolve all federal criminal matters involving the Company and its subsidiaries stemming from Incident. As part of the resolution with the United States, the Company agreed to plead guilty to one count of misdemeanor negligent discharge of oil in violation of the Clean Water Act. The Company will pay a fine of approximately $ 7.1 million in installments over a period of three years , serve a term of four years ’ probation and reimburse governmental agencies approximately $ 5.8 million for their response to this event. The Company also has agreed to implement certain compliance measures including installation of a new leak detection system and increased Remote Operated Vehicle inspections of the pipeline. On September 8, 2022, the Company reached an agreement with the state of California to resolve all related state criminal matters. As part of the resolution with the state of California, which also has court approval, the Company agreed to enter a plea of No Contest to six misdemeanor charges. The Company will pay a fine in the amount of $ 4.9 million to be distributed among the state of California, including the State’s Fish and Game Preservation Fund, and Orange County. The Company also will serve a one-year term of probation and has agreed to certain compliance enhancements to its operations. 27 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Future litigation may be necessary, among other things, to defend the Company by determining the scope, enforceability, and validity of claims. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Minimum Volume Commitment The Company is party to a gas purchase, gathering and processing contract in Oklahoma, which includes certain minimum NGL commitments. To the extent the Company does not deliver natural gas volumes in sufficient quantities to generate, when processed, the minimum levels of recovered NGLs, it would be required to reimburse the counterparty an amount equal to the sum of the monthly shortfall, if any, multiplied by a fee. The Company is not meeting the minimum volume required under this contractual provision. The commitment fee expense for the three and nine months ended September 30, 2022 was approximately $ 0.4 million and $ 1.5 million, respectively. The minimum volume commitment for Oklahoma ends on June 30, 2023. The Company is party to a gas purchase, gathering and processing contract in East Texas, which includes certain minimum gas commitments. The Company is not meeting the minimum volume required under this contractual provision. The commitment fee expense for the three and nine months ended September 30, 2022, was approximately $ 0.6 million and $ 1.7 million, respectively. The minimum volume commitment for East Texas ends on November 30, 2022. Sinking Fund Trust Agreement Beta Operating Company, LLC, a wholly owned subsidiary, assumed an obligation with a third party to make payments into a sinking fund in connection with its 2009 acquisition of the Company properties in federal waters offshore Southern California, the purpose of which is to provide funds adequate to decommission the portion of the San Pedro Bay Pipeline that lies within state waters and the surface facilities. Under the terms of the agreement, the operator of the properties is obligated to make monthly deposits into the sinking fund account in an amount equal to $ 0.25 per barrel of oil and other liquid hydrocarbon produced from the acquired working interest. Interest earned in the account stays in the account. The obligation to fund ceases when the aggregate value of the account reaches $ 4.3 million. As of September 30, 2022, the account balance included in restricted investments was approximately $ 4.3 million. Supplemental Bond for Decommissioning Liabilities Trust Agreement Beta Operating Company, LLC (“Beta”), a wholly owned subsidiary of the Company, has an obligation with the BOEM in connection with its 2009 acquisition of the Company’s properties in federal waters offshore Southern California. The Company supports this obligation with $ 161.3 million of A-rated surety bonds. As of September 30, 2022, the account balance included in restricted investments was $ 5.7 million. ​ Note 15. Income Taxes The Company had no income tax expense for the three and nine months ended September 30, 2022 and 2021, respectively. The Company’s effective tax rate was 0 % for the three and nine months ended September 30, 2022 and 2021, respectively. The effective tax rates for the three and nine months ended September 30, 2022 and 2021 are different from the statutory U.S. federal income tax rate primarily due to the Company’s recorded valuation allowances. In August 2022, the U.S. Inflation Reduction Act (“IRA”) was enacted into law. The IRA contains a number of revisions to the Internal Revenue Code, including a 15% corporate minimum income tax, expanded tax credits for clean energy incentives, and a 1% excise tax on corporate stock repurchase in tax years beginning after December 31, 2022. The IRA did not have a material impact on the Company’s current year tax provision. ​ 28 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 16. Southern California Pipeline Incident On October 2, 2021, contractors operating under the direction of Beta, a subsidiary of Amplify, observed an oil sheen on the water approximately four miles off the coast of Newport Beach, California (the “Incident”). Beta platform personnel were notified and promptly initiated the Company’s Oil Spill Response Plan, which was reviewed and approved by the Bureau of Safety and Environmental Enforcement’s Oil Spill Preparedness Division within the United States Department of the Interior, and which included the required notifications of specified regulatory agencies. On October 3, 2021, a Unified Command, consisting of the Company, the U.S. Coast Guard and California Department of Fish and Wildlife’s Office of Spill Prevention and Response, was established to respond to the Incident. On October 5, 2021, the Unified Command announced that reports from its contracted commercial divers and Remotely Operated Vehicle footage indicated that a 4,000 -foot section of the Company’s pipeline had been displaced with a maximum lateral movement of approximately 105 feet and that the pipeline had a 13 -inch split, running parallel to the pipe. On October 14, 2021, the U.S. Coast Guard announced that it had a high degree of confidence the size of the release was approximately 588 barrels of oil, which is below the previously reported maximum estimate of 3,134 barrels. On October 16, 2021, the U.S. Coast Guard announced that it had identified the Mediterranean Shipping Company (DANIT) as a “vessel of interest” and its owner Dordellas Finance Corporation and operator Mediterranean Shipping Company, S.A. as parties in interest in connection with an anchor-dragging incident, in January 2021 (the “Anchor Dragging Incident”), which occurred in close proximity to the Company’s pipeline, and that additional vessels of interest continued to be investigated. On November 19, 2021, the U.S. Coast Guard announced that it had identified the COSCO (Beijing) as another vessel involved in the Anchor Dragging Incident and named its owner Capetanissa Maritime Corporation of Liberia and its operator V.Ships Greece Ltd. as parties in interest. The cause, timing and details regarding the Incident remain under investigation. At the height of the Incident response, the Company deployed over 1,800 personnel working under the guidance and at the direction of the Unified Command to aid in cleanup operations. As of October 14, 2021, all beaches that had been closed following the Incident have reopened. On February 2, 2022, the Unified Command announced that response and monitoring efforts have officially concluded for the Incident, and Unified Command would stand down as of such date. Amplify is grateful to its Unified Command partners for their collaboration and professionalism over the course of the response. In response to the Incident, all operations have been suspended and the pipeline has been shut-in until the Company receives the required regulatory approvals to begin operations. On October 4, 2021, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS) issued a Corrective Action Order (CAO) pursuant to 49 U.S.C. § 60112, which makes clear that no restart of the affected pipeline may occur until PHMSA has approved a written restart plan. Additionally, the California Coastal Commission requested approval from the Office of Coastal Management for the National Oceanic and Atmospheric Association (NOAA) to conduct a Coastal Zone Management Act consistency review of the U.S. Army Corps of Engineers Nationwide Permit (NWP) 12 application for the proposed permanent repair permit; on April 7, 2022, NOAA denied that request. On September 30, 2022, the U.S. Army Corps of Engineers issued the NWP 12 permit. As of November 1, 2022, the permanent repairs are ongoing. The Company is working expeditiously and cooperatively to comply with the requirements of the relevant agencies in order to gain any other regulatory approvals that are necessary to restart operations. As a result of the uncertainties related to the regulatory approval process, the Company can provide no assurances as to whether and when, if at all, operation will restart at the Beta field. At present, no operations are underway in the Beta field. On December 15, 2021, a federal grand jury in the Central District of California returned a federal criminal indictment against Amplify Energy Corp., Beta Operating Company, LLC, and San Pedro Bay Pipeline Company in connection with the Incident. The indictment alleges that the Company committed a misdemeanor violation of the federal Clean Water Act for negligently discharging oil into the contiguous zone of the United States. As previously disclosed, state authorities were conducting parallel criminal investigations. As noted above, the Company has reached court approved agreements to resolve all criminal matters stemming from the incident. 29 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company is currently subject to a number of ongoing investigations related to the Incident by certain federal and state agencies. To date, the U.S. Coast Guard, the U.S. Bureau of Ocean Energy Management, the U.S. Department of Justice, PHMSA, the U.S. Department of the Interior Bureau of Safety and Environmental Enforcement, the California Department of Justice, the Orange County District Attorney, the Los Angeles County District Attorney, and the California Department of Fish & Wildlife have conducted or are conducting investigations or examinations of the Incident. On April 8, 2022, in light of the allegations raised in the December 15, 2021 federal indictment, the Company received a Show Cause Notice from the U.S. Environmental Protection Agency (“EPA”) asking the Company to provide information as to why it should not be suspended from participating in future Federal contracting and assisting activities pursuant to 2 C.F.R. § 180.700(a), (c) and 2 C.F.R. § 180.800(a)(4). On April 22, 2022, the Company responded to the Show Cause Notice. On September 9, 2022, the EPA informed the Company’s counsel that the EPA has administratively closed the case at this time, and as such, the Company is no longer under a Show Cause Notice. Other federal agencies may or have commenced investigations and proceedings, and may initiate enforcement actions seeking penalties and other relief under the Clean Water Act and other statutes. Amplify continues to comply with all regulatory requirements and investigations. The outcomes of these investigations and the nature of any remedies pursued will depend on the discretion of the relevant authorities and may result in regulatory or other enforcement actions, as well as civil liability. The Company and two subsidiaries have been named as defendants in a consolidated putative class action in the United States District Court for the Central District of California. Plaintiffs filed a consolidated class action complaint on January 28, 2022 and an amended complaint on March 21, 2022. Plaintiffs assert claims against the Company, Beta Operating Company, LLC, San Pedro Bay Pipeline Company, MSC Mediterranean Shipping Company, Dordellas Finance Corp., the MSC Danit (proceeding in rem), Costamare Shipping Co. S.A., Capetanissa Maritime Corporation of Liberia, V.Ships Greece Ltd., and the COSCO Beijing (proceeding in rem). The Company filed a third-party complaint on February 28, 2022, an amended complaint on June 21, 2022, and second amended complaint on October 5, 2022. The Company has sued the same shipping defendants and has added claims against the Marine Exchange of Los Angeles-Long Beach Harbor, COSCO Shipping Lines Co. Ltd., COSCO (Cayman) Mercury Co. Ltd., Mediterranean Shipping Company S.r.l., and MSC Shipmanagement Limited. The Company has moved to dismiss the Plaintiffs’ complaint, and the Marine Exchange of Los Angeles-Long Beach Harbor and certain of the shipping defendants have moved to dismiss the Company’s complaint. On October 3, 2022, the Court denied several of the motions to dismiss filed by certain shipping defendants; other motions to dismiss remain pending. Further, MSC Mediterranean Shipping Company, Dordellas Finance Corp., and Capetanissa Maritime Corporation of Liberia have filed petitions for limitations of liability under maritime law in the United States District Court for the Central District of California. The court consolidated the limitation actions into a single limitation action and also coordinated discovery between the consolidated limitation and the consolidated class actions. Discovery is ongoing, and the Court has set a trial for April 24, 2023 in that proceeding. Resolution of the civil litigation may take considerable time, and it is not possible at this time to estimate the Company’s potential liability resulting from these actions. As noted above, on August 25, 2022, the Company reached an agreement in principle with plaintiffs in the class action to resolve all civil claims against it and its subsidiaries. The settlement of $ 50.0 million, which also includes certain injunctive relief, will be funded under the Company’s insurance policies, and the final agreement will be subject to court approval. On October 17, 2022, counsel to the putative class filed a motion for preliminary approval of the final settlement agreement; that motion is noticed for a hearing with the Court on November 16, 2022. Under the OPA 90, the Company’s pipeline was designated by the U.S. Coast Guard as the source of the oil discharge and therefore the Company is financially responsible for remediation and for certain costs and economic damages as provided for in OPA 90, as well as certain natural resource damages associated with the spill and certain costs determined by federal and state trustees engaged in a joint assessment of such natural resource damages. The Company is currently processing covered claims under OPA 90 as expeditiously as possible. In addition, the Natural Resource Damage Assessment remains ongoing and therefore the extent, timing and cost related to such assessment are difficult to project. While the Company anticipates insurance will reimburse it for expenses related to the Natural Resource Damage Assessment, any potentially uncovered expenses may be material and could impact the Company’s business and results of operations and could put pressure on its liquidity position going forward. 30 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On August 26, 2022, the Company reached an agreement with the United States government, subject to court review and approval, to resolve all federal criminal matters involving the Company and its subsidiaries stemming from Incident. As part of the resolution with the United States, the Company agreed to plead guilty to one count of misdemeanor negligent discharge of oil in violation of the Clean Water Act. The Court approved the plea. The Company will pay a fine of approximately $ 7.1 million in installments over a period of three years , serve a term of four years ’ probation and reimburse governmental agencies approximately $ 5.8 million for their response to this event. On September 8, 2022, as part of the resolution with the state of California, the Company agreed to enter a plea of No Contest to six misdemeanor charges. The Company will pay a fine in the amount of $ 4.9 million to be distributed among the state of California, including the State’s Fish and Game Preservation Fund, and Orange County. The Company will serve a one-year term of probation and has agreed to certain compliance enhancements to its operations. Based on presently enacted laws and regulations and currently available facts, the Company estimates that the total costs it has incurred or will incur with respect to the Incident to be approximately $ 120.0 million to $ 140.0 million, which includes (i) actual and projected response and remediation under the direction of the Unified Command, (ii) estimated fines and penalties of $ 12.0 million resulting from the resolution of the federal and state of California matters discussed above, and (iii) certain legal fees. The range of total costs is based on the Company’s assumptions regarding (i) settlement of costs associated with certain vendors for response and remediation expenses, (ii) resolution of certain third-party claims, excluding claims with respect to losses, which are not probable or reasonably estimable, and (iii) future claims and lawsuits. While the Company believes it has accurately reflected all probable and reasonably estimable costs incurred in the Company’s Unaudited Consolidated Statements of Operations, these estimates are subject to uncertainties associated with the underlying assumptions. For example, settlements with vendors for response and remediation expenses may be significantly higher or lower than the Company has currently estimated. Accordingly, as the Company’s assumptions and estimates may change in future periods based on future events, the Company can provide no assurance that total costs will not materially change in future periods. The Company’s estimates do not include (i) the nature, extent and cost of future legal services that will be required in connection with all lawsuits, claims and other matters requiring legal or expert advice associated with the Incident, (ii) any lost revenue associated with the suspension of operations at Beta, (iii) any liabilities or costs that are not reasonably estimable at this time or that relate to contingencies where the Company currently regards the likelihood of loss as being only reasonably possible or remote and (iv) the costs associated with the permanent repair of the pipeline and the restart of the Beta operations. In accordance with customary insurance practice, the Company maintains insurance policies, including loss of production income insurance, against many potential losses or liabilities arising from its operations and at costs that the Company believes to be economic. The Company regularly reviews its risk of loss and the cost and availability of insurance and revises its insurance accordingly. The Company’s insurance does not cover every potential risk associated with its operations and is subject to certain exclusions and deductibles. While the Company expects its insurance policies will cover a material portion of the total aggregate costs associated with the Incident, including but not limited to response and remediation expenses, defense costs and loss of revenue resulting from suspended operations, it can provide no assurance that its coverage will adequately protect it against liability from all potential consequences, damages and losses related to the Incident and such view and understanding is preliminary and subject to change. On September 30, 2022, and December 31, 2021, the Company’s insurance receivables were $ 30.6 million and $ 49.1 million, respectively. Excluding the costs associated with the resolution of the federal and state matters discussed above, for the nine months ended September 30, 2022, the Company incurred response and remediation expenses and legal fees of $ 28.3 million. Of these costs, the Company has received, or expects that it is probable that it will receive, $ 20.0 million in insurance recoveries. The remaining amount of $ 8.3 million, which primarily relates to certain legal costs that are not expected to be recovered under an insurance policy, are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2022, the Company received $ 38.5 million in insurance recoveries. 31 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended September 30, 2022, the Company recorded $ 12.0 million related to the resolution of the federal and state matters discussed above, which amount is classified as “Pipeline Incident Settlement” on the Company’s Unaudited Condensed Consolidated Statement of Operations. Additionally, during the nine months ended September 30, 2022, the Company recognized $ 39.6 million related to approved loss of production income (“LOPI”) insurance proceeds, which is classified as “Other Revenues” in the Company’s Unaudited Condensed Consolidated Statements of Operations. ​ ​ ​ ​ 32 Table of Contents