Amplify Energy Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS. AMPLIFY ENERGY CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except outstanding shares) ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 ​ 2022 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 12,755 ​ $ — Accounts receivable, net (see Note 12) ​ 65,978 ​ 80,455 Prepaid expenses and other current assets ​ 15,953 ​ 18,789 Total current assets ​ 94,686 ​ 99,244 Property and equipment, at cost: ​ ​ Oil and natural gas properties, successful efforts method ​ 850,387 ​ 840,310 Support equipment and facilities ​ 147,497 ​ 147,496 Other ​ 9,798 ​ 9,648 Accumulated depreciation, depletion and amortization ​ ( 663,970 ) ​ ( 658,162 ) Property and equipment, net ​ 343,712 ​ 339,292 Long-term derivative instruments ​ 99 ​ — Restricted investments ​ 13,406 ​ 11,326 Operating lease - long term right-of-use asset ​ 7,088 ​ 7,376 Deferred tax asset ​ ​ 259,470 ​ ​ — Other long-term assets ​ 871 ​ 2,240 Total assets ​ $ 719,332 ​ $ 459,478 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 21,728 ​ $ 38,414 Revenues payable ​ 20,328 ​ 22,105 Accrued liabilities (see Note 12) ​ 66,645 ​ 58,449 Short-term derivative instruments ​ 3,114 ​ 20,884 Total current liabilities ​ 111,815 ​ 139,852 Long-term debt (see Note 7) ​ 125,000 ​ 190,000 Asset retirement obligations ​ 116,529 ​ 114,614 Operating lease liability ​ 6,230 ​ 6,567 Other long-term liabilities ​ 12,764 ​ 13,010 Total liabilities ​ 372,338 ​ 464,043 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 March 31, 2023 and December 31, 2022 ​ — ​ — Common stock, $ 0.01 par value: 250,000,000 shares authorized; 38,969,742 and 38,459,731 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively ​ 391 ​ 386 Additional paid-in capital ​ 431,046 ​ 432,251 Accumulated deficit ​ ( 84,443 ) ​ ( 437,202 ) Total stockholders' equity (deficit) ​ 346,994 ​ ( 4,565 ) Total liabilities and equity ​ $ 719,332 ​ $ 459,478 ​ See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements. ​ 8 Table of Contents AMPLIFY ENERGY CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2023 2022 ​ Revenues: ​ ​ ​ ​ Oil and natural gas sales ​ $ 66,284 ​ $ 93,872 ​ Other revenues ​ 13,586 ​ 17,561 ​ Total revenues ​ 79,870 ​ 111,433 ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ Lease operating expense ​ 32,960 ​ 32,920 ​ Gathering, processing and transportation ​ 5,602 ​ 8,010 ​ Taxes other than income ​ 5,293 ​ 7,553 ​ Depreciation, depletion and amortization ​ 5,808 ​ 5,635 ​ General and administrative expense ​ 8,514 ​ 7,771 ​ Accretion of asset retirement obligations ​ 1,942 ​ 1,720 ​ Loss (gain) on commodity derivative instruments ​ ( 15,159 ) ​ 93,404 ​ Pipeline incident loss ​ ​ 8,279 ​ ​ 580 ​ Other, net ​ 26 ​ 35 ​ Total costs and expenses ​ 53,265 ​ 157,628 ​ Operating income (loss) ​ 26,605 ​ ( 46,195 ) ​ Other income (expense): ​ ​ ​ Interest expense, net ​ ( 5,737 ) ​ ( 2,441 ) ​ Litigation settlement (See Note 14) ​ ​ 84,875 ​ ​ — ​ Other income (expense) ​ ​ 73 ​ ​ 22 ​ Total other income (expense) ​ 79,211 ​ ( 2,419 ) ​ Income (loss) before income taxes ​ 105,816 ​ ( 48,614 ) ​ Income tax (expense) benefit - current ​ ( 12,527 ) ​ — ​ Income tax (expense) benefit - deferred ​ 259,470 ​ — ​ Net income (loss) ​ $ 352,759 ​ $ ( 48,614 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) to: ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common stockholders ​ $ 336,373 ​ $ ( 48,614 ) ​ Net income (loss) allocated to participating securities ​ 16,386 ​ — ​ Net income (loss) available to Amplify Energy Corp. ​ $ 352,759 ​ $ ( 48,614 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share: (See Note 9) ​ ​ ​ Basic and diluted earnings (loss) per share ​ $ 8.69 ​ $ ( 1.27 ) ​ Weighted average common shares outstanding: ​ ​ ​ Basic and diluted ​ 38,694 ​ 38,181 ​ ​ 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 Three Months Ended ​ March 31, ​ 2023 2022 Cash flows from operating activities: ​ ​ Net income (loss) ​ $ 352,759 ​ $ ( 48,614 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ Depreciation, depletion and amortization ​ 5,808 ​ 5,635 Loss (gain) on derivative instruments ​ ( 15,159 ) ​ 92,847 Cash settlements (paid) received on expired derivative instruments ​ ( 2,709 ) ​ ( 31,157 ) Deferred income tax expense (benefit) ​ ​ ( 259,470 ) ​ ​ — Accretion of asset retirement obligations ​ 1,942 ​ 1,720 Share-based compensation (see Note 10) ​ 941 ​ 518 Amortization and write-off of deferred financing costs ​ 461 ​ 133 Bad debt expense ​ — ​ 10 Changes in operating assets and liabilities: ​ ​ Accounts receivable ​ 14,476 ​ ( 6,661 ) Prepaid expenses and other assets ​ 2,450 ​ ( 804 ) Payables and accrued liabilities ​ ( 10,940 ) ​ ( 3,436 ) Other ​ ( 246 ) ​ ( 472 ) Net cash provided by operating activities ​ 90,313 ​ 9,719 Cash flows from investing activities: ​ ​ Additions to oil and gas properties ​ ( 8,187 ) ​ ( 5,172 ) Additions to other property and equipment ​ ( 150 ) ​ — Additions to restricted investments ​ ( 2,080 ) ​ ( 2,675 ) Net cash used in investing activities ​ ( 10,417 ) ​ ( 7,847 ) Cash flows from financing activities: ​ ​ Advances on revolving credit facility ​ 10,000 ​ — Payments on revolving credit facility ​ ( 75,000 ) ​ ( 5,000 ) Shares withheld for taxes ​ ( 2,141 ) ​ ( 66 ) Net cash used in financing activities ​ ( 67,141 ) ​ ( 5,066 ) Net change in cash and cash equivalents ​ 12,755 ​ ( 3,194 ) Cash and cash equivalents, beginning of period ​ — ​ 18,799 Cash and cash equivalents, end of period ​ $ 12,755 ​ $ 15,605 ​ 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 ​ ​ ​ ​ ​ Additional ​ Accumulated ​ ​ ​ ​ ​ Common ​ Paid-in ​ Earnings ​ ​ ​ ​ Stock Capital (Deficit) Total Balance at December 31, 2022 $ 386 ​ $ 432,251 ​ $ ( 437,202 ) ​ $ ( 4,565 ) Net income (loss) ​ — ​ — ​ 352,759 ​ 352,759 Share-based compensation expense ​ — ​ 941 ​ — ​ 941 Shares withheld for taxes ​ — ​ ( 2,141 ) ​ — ​ ( 2,141 ) Other ​ 5 ​ ( 5 ) ​ — ​ — Balance at March 31, 2023 ​ $ 391 ​ $ 431,046 ​ $ ( 84,443 ) ​ $ 346,994 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Accumulated ​ ​ ​ ​ Common ​ ​ ​ ​ Paid-in ​ Earnings ​ ​ ​ ​ Stock Warrants (1) 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 ) (1) The warrants expired on May 4, 2022. ​ 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,” “Amplify,” “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 2022 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. 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 2022 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. ​ 12 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 ​ ​ ​ March 31, ​ ​ 2023 2022 ​ ($ in thousands) ​ ​ ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ Oil ​ $ 38,816 ​ $ 52,374 ​ NGLs ​ ​ 7,785 ​ ​ 13,481 ​ Natural gas ​ ​ 19,683 ​ ​ 28,017 ​ Oil and natural gas sales ​ $ 66,284 ​ $ 93,872 ​ ​ 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 $ 24.2 million at March 31, 2023 and $ 35.1 million at December 31, 2022. ​ 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. 13 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 March 31, 2023 and December 31, 2022. 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 March 31, 2023 and December 31, 2022 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 March 31, 2023 and December 31, 2022 for each of the fair value hierarchy levels: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at March 31, 2023 ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ 12,037 ​ $ — ​ $ 12,037 Interest rate derivatives ​ — ​ — ​ — ​ — Total assets ​ $ — ​ $ 12,037 ​ $ — ​ $ 12,037 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Commodity derivatives ​ $ — ​ $ 15,052 ​ $ — ​ $ 15,052 Interest rate derivatives ​ — ​ — ​ — ​ — Total liabilities ​ $ — ​ $ 15,052 ​ $ — ​ $ 15,052 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 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 ​ $ — ​ $ 6,257 ​ $ — ​ $ 6,257 Interest rate derivatives ​ — ​ — ​ — ​ — Total assets ​ $ — ​ $ 6,257 ​ $ — ​ $ 6,257 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Commodity derivatives ​ $ — ​ $ 27,141 ​ $ — ​ $ 27,141 Interest rate derivatives ​ — ​ — ​ — ​ — Total liabilities ​ $ — ​ $ 27,141 ​ $ — ​ $ 27,141 ​ See Note 5 for additional information regarding the Company’s derivative instruments. 14 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 months ended March 31, 2023 and 2022. ​ 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. 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. 15 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. At March 31, 2023, the Company had the following open commodity positions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2024 Natural Gas Derivative Contracts: ​ ​ ​ Collar contracts: ​ ​ ​ ​ Two-way collars ​ ​ ​ ​ Average monthly volume (MMBtu) ​ 1,282,222 ​ 220,833 Weighted-average floor price ​ $ 3.49 ​ $ 3.31 Weighted-average ceiling price ​ $ 5.81 ​ $ 4.73 ​ ​ ​ ​ ​ ​ ​ Crude Oil Derivative Contracts: ​ ​ ​ ​ Fixed price swap contracts: ​ ​ ​ ​ Average monthly volume (Bbls) ​ 55,000 ​ — Weighted-average fixed price ​ $ 57.31 ​ $ — ​ ​ ​ ​ ​ ​ ​ Collar contracts: ​ ​ Three-way collars ​ ​ ​ ​ Average monthly volume (Bbls) ​ 50,000 ​ — Weighted-average ceiling price ​ $ 74.54 ​ $ — Weighted-average floor price ​ $ 58.00 ​ $ — Weighted-average sub-floor price ​ $ 43.00 ​ $ — ​ 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 March 31, 2023 and December 31, 2022. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset Liability Asset Liability ​ ​ ​ ​ Derivatives ​ Derivatives ​ Derivatives ​ Derivatives ​ ​ ​ ​ March 31, ​ March 31, ​ December 31, ​ December 31, Type Balance Sheet Location 2023 2023 2022 2022 ​ ​ ​ ​ (In thousands) Commodity contracts Short-term derivative instruments ​ $ 11,833 ​ $ 14,947 ​ $ 6,257 ​ $ 27,141 Interest rate swaps Short-term derivative instruments ​ — ​ — ​ — ​ — Gross fair value ​ ​ 11,833 ​ 14,947 ​ 6,257 ​ 27,141 Netting arrangements ​ ​ ( 11,833 ) ​ ( 11,833 ) ​ ( 6,257 ) ​ ( 6,257 ) Net recorded fair value Short-term derivative instruments ​ $ — ​ $ 3,114 ​ $ — ​ $ 20,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity contracts Long-term derivative instruments ​ $ 205 ​ $ 106 ​ $ — ​ $ — Interest rate swaps Long-term derivative instruments ​ — ​ — ​ — ​ — Gross fair value ​ ​ 205 ​ 106 ​ — ​ — Netting arrangements ​ ​ ( 106 ) ​ ( 106 ) ​ — ​ — Net recorded fair value Long-term derivative instruments ​ $ 99 ​ $ — ​ $ — ​ $ — ​ 16 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 Net Income. The following table details the gains and losses related to derivative instruments for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ Statements of March 31, ​ ​ Operations Location ​ 2023 2022 ​ Commodity derivative contracts Loss (gain) on commodity derivatives ​ $ ( 15,159 ) ​ $ 93,404 ​ (Gain) loss on interest rate derivatives Interest expense, net ​ — ​ ( 557 ) ​ ​ ​ 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 three months ended March 31, 2023 (in thousands): ​ ​ ​ ​ ​ Asset retirement obligations at beginning of period ​ $ 116,438 Liabilities added from acquisition or drilling ​ 5 Liabilities settled ​ — Liabilities removed upon sale of wells ​ — Accretion expense ​ 1,942 Revision of estimates ​ ( 32 ) Asset retirement obligation at end of period ​ 118,353 Less: Current portion ​ 1,824 Asset retirement obligations - long-term portion ​ $ 116,529 ​ ​ Note 7. Long-Term Debt The following table presents the Company’s consolidated debt obligations at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 ​ ​ (In thousands) Revolving Credit Facility (1) ​ $ 125,000 ​ $ 190,000 Total long-term debt ​ $ 125,000 ​ $ 190,000 (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 $ 195.0 million as of March 31, 2023, which is guaranteed by the Company and all of its current subsidiaries. The Revolving Credit Facility matures on May 31, 2024 . 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. 17 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On December 9, 2022, OLLC entered into the Borrowing Base Redetermination Agreement and Seventh Amendment to Credit Agreement, among Amplify Acquisitionco LLC, a Delaware limited liability company (“Acquistionco”), the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (the “Seventh Amendment”). The Seventh Amendment amends the Revolving Credit Facility, to, among other things: ● extend the maturity date from November 2, 2023 to May 31, 2024; ● reduce the borrowing base under the Revolving Credit Facility to $ 215.0 million; provided that, beginning on December 31, 2022, the borrowing base will be reduced by $ 5.0 million per month on the last calendar day of each month. The borrowing base, as reduced on each date pursuant to the foregoing sentence, shall remain in effect until otherwise redetermined or adjusted in accordance with the provisions of the Credit Agreement; ● adjust the minimum hedging requirements; ● reduce the maximum consolidated net leverage ratio (as defined in the Revolving Credit Facility) requirement from 4.00 to 1.00 to 3.00 to 1.00; ● transition from London Inter-Bank Offered Rate to Secured Overnight Financing Rate based interest rates; and ● remove the Borrower’s ability to pay dividends through the maturity date. As of March 31, 2023, 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 ​ ​ ​ March 31, ​ ​ ​ 2023 ​ 2022 ​ Revolving Credit Facility ​ 9.73 % 3.79 % ​ ​ Letters of Credit At March 31, 2023, 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 $ 1.1 million at March 31, 2023. For the three months ended March 31, 2023, the Company wrote-off $ 0.2 million of deferred financing costs in connection with the decrease in the Company’s borrowing base. ​ 18 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 8. Equity 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 three months ended March 31, 2023: ​ ​ ​ ​ ​ Common Stock Balance, December 31, 2022 38,459,731 Issuance of common stock — Restricted stock units vested 747,376 Shares withheld for taxes (1) ​ ( 237,365 ) Balance, March 31, 2023 38,969,742 (1) Represents the net settlement on vesting of restricted stock necessary to satisfy the minimum statutory tax withholding requirements. ​ 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 ​ ​ ​ March 31, ​ ​ ​ 2023 ​ 2022 ​ Net income (loss) ​ $ 352,759 ​ $ ( 48,614 ) ​ Less: Net income allocated to participating securities ​ 16,386 ​ — ​ Basic and diluted earnings available to common stockholders ​ $ 336,373 ​ $ ( 48,614 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common shares: ​ ​ ​ Common shares outstanding — basic ​ 38,694 ​ 38,181 ​ Dilutive effect of potential common shares ​ — ​ — ​ Common shares outstanding — diluted ​ 38,694 ​ 38,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) per share: ​ ​ ​ Basic ​ $ 8.69 ​ $ ( 1.27 ) ​ Diluted ​ $ 8.69 ​ $ ( 1.27 ) ​ Antidilutive warrants (1) ​ — ​ 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”) was replaced by the EIP and no further awards will be allowed to be granted under the Legacy Amplify MIP. As of March 31, 2023, an aggregate of 1,153,461 shares were available for future grants under the EIP. 19 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 $ 6.4 million at March 31, 2023. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 2.3 years. 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, 2022 1,502,556 ​ $ 3.82 Granted (2) 457,477 ​ $ 8.91 Forfeited ( 59,679 ) ​ $ 6.22 Vested ( 592,696 ) ​ $ 3.57 TSUs outstanding at March 31, 2023 1,307,658 ​ $ 5.61 (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 three months ended March 31, 2023 was $ 4.1 million based on a grant date market price of $ 8.91 per share. Restricted Stock Units with Market and Service Vesting Conditions The restricted stock units with market and service vesting conditions (“PSUs” or “PRSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. The fair value of the awards is estimated on their grant dates using a Monte Carlo simulation . The Company recognizes compensation cost over the requisite service or performance period. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with these awards was $ 1.9 million at March 31, 2023. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 2.6 years. 2020 PSU Awards The 2020 PSU awards vested based on the satisfaction of service and market vesting conditions, and the market vesting was based on the Company’s achievement of certain share price targets. The PSUs were subject to service-based vesting such that 50 % of the PSUs service vested on the applicable market vesting date and an additional 25 % of the PSUs service vested on each of the first and second anniversaries of the applicable market vesting date. 2021 PRSU Awards The 2021 PRSU awards were issued collectively in separate tranches with individual performances periods beginning on January 1, 2021. For each of the performance periods, the awards will vest based on the percentage of the target PRSUs subject to the performance vesting condition, with 25 % able to vest during the performance period of January 1, 2021 through December 31, 2021; 25 % able to vest during the period January 1, 2021 through December 31, 2022 and 50 % able to vest during the period of January 1, 2021 through December 31, 2023. 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 applicable performance period. 20 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2022 and 2023 PRSU Awards The 2022 and 2023 PRSU awards were issued with a three-year vesting period beginning on the grant date and ending on the third anniversary of the grant date. The three-year performance period for the 2022 awards is January 1, 2022 through December 31, 2024. The three-year performance period for the 2023 awards is January 1, 2023 through December 31, 2025. 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 applicable performance period. The below table reflects the ranges for the assumptions used in the Monte Carlo model for the 2023 PRSUs awards: ​ ​ ​ ​ ​ ​ ​ 2023 ​ Expected volatility ​ 119.2 % Dividend yield ​ 0.00 % Risk-free interest rate ​ 3.74 % ​ The following table summarizes information regarding the PSUs and PRSUs granted under the EIP for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average Grant- ​ ​ Number of ​ Date Fair Value ​ ​ Units ​ per Unit (1) PSUs and PRSUs outstanding at December 31, 2022 380,512 ​ $ 4.28 Granted (2) 209,778 ​ $ 10.30 Forfeited ( 144,567 ) ​ $ 6.55 Vested ( 154,680 ) ​ $ 2.20 PSUs and PRSUs outstanding at March 31, 2023 291,043 ​ $ 8.61 (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 three months ended March 31, 2023 was $ 2.2 million based on a calculated fair value price ranging from $ 1.27 to $ 15.04 per share. 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 Net Income for the periods presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ ​ 2023 ​ 2022 ​ Equity classified awards ​ ​ ​ ​ ​ TSUs ​ ​ 898 ​ ​ 591 ​ PSUs and PRSUs ​ 43 ​ 53 ​ Board RSUs ​ — ​ 4 ​ ​ ​ $ 941 ​ $ 648 ​ ​ ​ 21 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 March 31, 2023, 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 three months ended March 31, 2023 and 2022, the Company recognized approximately $ 0.5 million and $ 0.4 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Net Income. Supplemental cash flow information related to the Company’s lease liabilities is included in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2023 ​ 2022 ​ ​ ​ (In thousands) ​ Non-cash amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from operating leases $ 288 ​ $ 442 ​ ​ The following table presents the Company’s right-of-use assets and lease liabilities for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 ​ ​ (In thousands) Right-of-use asset ​ $ 7,088 ​ $ 7,376 ​ ​ ​ ​ ​ ​ ​ Lease liabilities: ​ ​ Current lease liability ​ 1,601 ​ 1,401 Long-term lease liability ​ 6,230 ​ 6,567 Total lease liability ​ $ 7,831 ​ $ 7,968 ​ 22 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 2023 ​ $ 1,037 ​ $ 685 ​ $ 1,722 2024 ​ ​ 1,382 ​ ​ 692 ​ ​ 2,074 2025 ​ ​ 1,382 ​ ​ 485 ​ ​ 1,867 2026 ​ ​ 1,164 ​ ​ 5 ​ ​ 1,169 2027 and thereafter ​ 2,521 ​ — ​ 2,521 Total lease payments ​ 7,486 ​ 1,867 ​ 9,353 Less: interest ​ 1,367 ​ 155 ​ 1,522 Present value of lease liabilities ​ $ 6,119 ​ $ 1,712 ​ $ 7,831 ​ The weighted average remaining lease terms and discount rate for all of the Company’s operating leases for the period presented: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2023 ​ 2022 Weighted average remaining lease term (years): ​ ​ Office and warehouse space 4.60 4.01 ​ Vehicles 0.37 0.26 ​ Office equipment 0.03 — ​ Weighted average discount rate: ​ ​ ​ Office leases 4.90 % 3.05 % Vehicles 1.33 % 0.44 % Office equipment 0.10 % — % ​ ​ ​ 23 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 Accrued liability - pipeline incident ​ $ 22,790 ​ $ 20,832 Accrued liability - current portion of pipeline incident settlement ​ ​ 4,888 ​ ​ 4,888 Accrued lease operating expense ​ ​ 9,736 ​ ​ 11,226 Accrued commitment fee and other expense ​ 3,067 ​ 5,824 Accrued production and ad valorem tax ​ 3,889 ​ 4,675 Accrued general and administrative expense ​ 2,798 ​ 4,943 Accrued capital expenditures ​ ​ 3,339 ​ ​ 2,714 Operating lease liability ​ ​ 1,601 ​ ​ 1,401 Asset retirement obligations ​ 1,824 ​ 1,824 Accrued current income taxes ​ 12,537 ​ — Other ​ 176 ​ 122 Accrued liabilities ​ $ 66,645 ​ $ 58,449 ​ Accounts Receivable Accounts receivable consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 Oil and natural gas receivables ​ $ 24,214 ​ $ 35,083 Insurance receivable - pipeline incident ​ ​ 38,495 ​ ​ 41,961 Joint interest owners and other ​ ​ 4,905 ​ ​ 5,047 Total accounts receivable ​ 67,614 ​ 82,091 Less: allowance for doubtful accounts ​ ( 1,636 ) ​ ( 1,636 ) Total accounts receivable, net ​ $ 65,978 ​ $ 80,455 ​ Supplemental Cash Flows Supplemental cash flows for the periods presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ 2023 ​ 2022 Supplemental cash flows: ​ ​ ​ ​ Cash paid for interest, net of amounts capitalized ​ $ 4,502 ​ $ 2,100 ​ ​ ​ ​ ​ ​ ​ Noncash investing and financing activities: ​ ​ ​ Increase (decrease) in capital expenditures in payables and accrued liabilities 1,966 ​ 1,997 ​ ​ 24 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 months ended March 31, 2023 and 2022. Note 14. Commitments and Contingencies Litigation and Environmental As part of our normal business activities, we may be named as defendants in litigation and legal proceedings, including those arising from regulatory and environmental matters. 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 March 31, 2023 and December 31, 2022, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet. Southern California Pipeline Incident On August 25, 2022, the Company reached an agreement in principle with plaintiffs in a putative class action pending in the United States District Court for the Central District of California to resolve all civil claims against the Company and its subsidiaries related to the Incident. The settlement of $ 50.0 million, which also includes certain injunctive relief, will be funded under the Company’s insurance policies. The Court preliminarily approved the settlement on December 7, 2022 and granted final approval on April 24, 2023. 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. As of March 31, 2023, the Company recorded $ 2.0 million in “Accrued liability – pipeline incident” and $ 3.1 million in “Other long-term liabilities” for the remaining payments related to this settlement on its Unaudited Condensed Consolidated Balance Sheet. 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. As of March 31, 2023, the Company recorded $ 2.9 million in “Accrued liability – pipeline incident” for the remaining payments related to this settlement on its Unaudited Condensed Consolidated Balance Sheet. On March 1, 2023, the Company announced that the vessels that struck and damaged the pipeline and their respective owners and operators have agreed to pay the Company $ 96.5 million in a settlement. The Marine Exchange of Los Angeles-Long Beach Harbor (the “Marine Exchange”) has agreed to non-monetary terms as well. The overall resolution includes subrogation claims by Amplify’s property damage and loss of production income insurers, with Amplify ultimately receiving a net payment of approximately $ 85.0 million. The settlement resolves Amplify’s affirmative claims related to the Incident. As part of the settlement, Amplify has dismissed its legal claims against those parties. 25 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. 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. For further information regarding the Incident, please see Note 16. 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 months ended March 31, 2023 and 2022 was approximately $ 0.1 million and $ 0.4 million, respectively. The minimum volume commitment for Oklahoma expires on June 30, 2023. Sinking Fund Trust Agreement Beta Operating Company, LLC (“Beta”), 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 March 31, 2023, the account balance included in restricted investments was approximately $ 4.3 million. Supplemental Bond for Decommissioning Liabilities Trust Agreement Beta has a decommissioning obligation with BOEM in connection with its 2009 acquisition of the Company’s properties in federal waters offshore Southern California. The Company supports its decommissioning obligation with $ 161.3 million of A-rated surety bonds. In December 2021, the Company entered into two escrow funding agreements with its surety providers to fund interest-bearing escrow accounts on a quarterly basis to reimburse and indemnify the surety providers for any claims arising under the surety bonds related to the decommissioning of our Beta properties. The obligation ceases when the aggregate value of the escrow accounts reaches $ 172.6 million. As of March 31, 2023, the Company has funded $ 9.1 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet. ​ Note 15. Income Taxes Net deferred tax assets relate to net operating loss carryforwards, interest expense carryforwards, tax credits, and other temporary differences expected to produce tax deductions in future periods. The realization of these assets depends on recognition of sufficient future taxable income in specific federal and state tax jurisdictions in which those temporary differences are deductible. In assessing the need for a valuation allowance on our deferred tax assets, the Company followed GAAP guidance to consider whether it is more likely than not that some portion of or all our deferred tax assets will not be realized. On December 31, 2022, our valuation allowance was $ 284.9 million, which offset all net deferred tax assets as of such date. 26 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of each reporting date, management considers new evidence, both positive and negative in accordance with GAAP guidance, that could affect its view of the future realization of deferred tax assets. The assessment considers all available information including historical and forecasted taxable income and operating history. The three months ended March 31, 2023 marks the first time that the Company has achieved three years of cumulative book income. Furthermore, management determined that the Company’s ability to maintain long-term profitability despite near-term changes in commodity prices and capital and operating costs demonstrated that there is sufficient positive evidence to conclude that it is more likely than not that all net deferred tax asset is realizable. As a result of the Company’s assessment, during the quarter ended March 31, 2023, the Company released substantially all of its valuation allowance previously recorded. The result of the valuation allowance released during the three months ended March 31, 2023 was a tax benefit of $ 269.5 million. The Company’s current income tax expense was $ 12.5 million for the three months ended March 31, 2023. No current income tax expense was recorded for the three months ended March 31, 2022. The Company’s deferred income tax benefit was $ 259.5 million for the three months ended March 31, 2023. No deferred income tax benefit was recorded for the three months ended March 31, 2022. The effective tax rates for the three months ended March 31, 2023 and March 31, 2022 were ( 233.4 %) and 0 %, respectively. The item that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2023 was the release of the valuation allowance. The items that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2022, was primarily due to our recorded valuation allowances. ​ Note 16. Southern California Pipeline Incident On October 2, 2021, contractors operating under the direction of Beta Operating Company, LLC, a subsidiary of the Company, 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 (the “BSEE”) 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 was 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. 27 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In response to the Incident, all operations were suspended and the pipeline was shut-in pending the Company’s receipt of the required regulatory approvals to restart operations. On October 4, 2021, the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), Office of Pipeline Safety issued a Corrective Action Order 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. On April 10, 2023, the Company announced that it has received the required approvals from federal regulatory agencies to restart operations at the Beta Field. The pipeline will be operated in accordance with the restart procedures that were reviewed and approved by PHMSA. 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. The Company has reached court-approved agreements to resolve all criminal matters stemming from the Incident. Specifically, on August 26, 2022, 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. Further, 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. 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 National Transportation Safety Board, 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 EPA asking the Company to provide information as to why it should not be suspended from participating in future federal contracting 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. On April 6, 2023, PHMSA provided the Company notice of PHMSA’s positions regarding “probable violations of the Pipeline Safety Regulations” in connection with the Incident; the Company will respond to that notice per the applicable regulatory process. 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, Beta Operating Company, LLC, and San Pedro Bay Pipeline Company were 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 sued the same shipping defendants as had Plaintiffs and added claims against the Marine Exchange, COSCO Shipping Lines Co. Ltd., COSCO (Cayman) Mercury Co. Ltd., Mediterranean Shipping Company S.r.l., and MSC Shipmanagement Limited. 28 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MSC Mediterranean Shipping Company, Dordellas Finance Corp., and Capetanissa Maritime Corporation of Liberia also 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. On April 17, 2023, the Court stayed the Limitation Action pending the documentation and approval of certain settlements that are expected to fully resolve the Limitation Action. 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. The Court preliminarily approved the settlement on December 7, 2022 and granted final approval on April 24, 2023. On March 1, 2023, the Company announced that the vessels that struck and damaged the pipeline and their respective owners and operators have agreed to pay the Company $ 96.5 million in a settlement. The Marine Exchange has agreed to non-monetary terms as well. The overall resolution includes subrogation claims by Amplify’s property damage and loss of production insurers, with Amplify ultimately receiving a net payment of approximately $ 85.0 million. The settlement resolves Amplify’s affirmative claims related to the Incident. As part of the settlement, Amplify has dismissed its legal claims against those parties. 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. 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 $ 160.0 million to $ 175.0 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 Net Income, 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. 29 Table of Contents AMPLIFY ENERGY CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 March 31, 2023, and December 31, 2022, the Company’s insurance receivables were $ 38.5 million and $ 42.0 million, respectively. Excluding the costs associated with the resolution of the federal and state matters discussed above, for the three months ended March 31, 2023, the Company incurred response and remediation expenses and legal fees of $ 17.3 million. Of these costs, the Company has received, or expects that it is probable that it will receive, $ 14.7 million in insurance recoveries. The remaining amount of $ 2.6 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 Net Income. For the three months ended March 31, 2023, the Company received $ 18.1 million in insurance recoveries. Additionally, during the three months ended March 31, 2023, the Company recognized $ 13.5 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 Net Income. ​ ​ 30 Table of Contents