What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-06 · 141 added, 206 removed, 480 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands, except outstanding shares)

September 30,

Current assets:

19 unchanged sentences

Accrued liabilities (see Note 13)

Short-term derivative instruments

Total current liabilities

1 unchanged sentence

Asset retirement obligations

Long-term derivative instruments

Operating lease liability

5 unchanged sentences

50,000,000 shares authorized;

no shares issued and outstanding at September 30, 2024 and December 31, 2023

no shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.01 par value:

250,000,000 shares authorized;

39,789,500 and 39,147,205 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

40,334,284 and 39,795,138 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Oil and natural gas sales

10 unchanged sentences

Pipeline incident loss

(Gain) loss on sale of properties

Total costs and expenses

2 unchanged sentences

Interest expense, net

Litigation settlement (See Note 16)

Other income (expense)

9 unchanged sentences

Earnings (loss) per share:

(See Note 10)

Basic and diluted earnings (loss) per share

5 unchanged sentences

(In thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash flows from operating activities:

4 unchanged sentences

Cash settlements (paid) received on expired derivative instruments

Cash settlements received (paid) on terminated derivative instruments

Deferred income tax expense (benefit)

13 unchanged sentences

Additions to restricted investments

Proceeds from the sale of oil and natural gas properties

Net cash used in investing activities

2 unchanged sentences

Payments on Revolving Credit Facility

Deferred financing costs

Shares withheld for taxes

13 unchanged sentences

Balance at March 31, 2025

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at June 30, 2024

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at September 30, 2024

Stockholders' Equity (Deficit)

4 unchanged sentences

Balance at March 31, 2024

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at June 30, 2023

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at September 30, 2023

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

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.”

(“Amplify Energy,” “Amplify,” “it” or the “Company”) is a publicly traded Delaware corporation whose common stock, par value $ 0.01 per share (“Common Stock”), is listed on the NYSE under the symbol “AMPY.”

The Company operates in one reportable segment that is engaged in the acquisition, development, exploitation and production of oil and natural gas properties.

11 unchanged sentences

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation.

These reclassifications had an immaterial effect on the previously reported results of operations.

These reclassifications had no material impact on the previously reported net income (loss) or shareholders’ equity.

Use of Estimates

1 unchanged sentence

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.

Significant estimates include, but are not limited to, oil and natural gas reserves, fair value estimates, revenue recognition, and contingencies and insurance accounting.

Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the chief operating decision maker (“CODM”).

The Company’s Chief Executive Officer has been determined to be the Company’s CODM and as such, he allocates resources and assesses performance based upon consolidated financial information.

See additional information in Note 15.

AMPLIFY ENERGY CORP.

3 unchanged sentences

New Accounting Pronouncements

Improvements to Reportable Segment Disclosure.

In November 2023, the Federal Accounting Standards Board (“FASB”) issued an accounting standard update which provides for enhanced disclosure requirements with respect to reportable segments, primarily concerning significant segment expenses and the information used to assess segment performance.

The new guidance became effective for annual periods beginning after December 15, 2023, and will become effective for interim reporting periods beginning after December 15, 2024, and must be applied retrospectively for periods included in the Company’s financial statements unless it is impracticable to do so.

The Company is currently evaluating the impact of this guidance on the Company's financial disclosures.

Improvements to Income Tax Disclosure.

In December 2023, the FASB issued an accounting standard update which requires that companies disclose the nature and magnitude of factors contributing to the difference between their effective tax rate and the statutory tax rate.

In December 2023, the Federal Accounting Standards Board (the “FASB”) issued an accounting standard update which requires that companies disclose the nature and magnitude of factors contributing to the difference between their effective tax rate and the statutory tax rate.

The update will require companies to disclose specific categories in the rate reconciliation and provide additional information about items that meet a certain quantitative threshold.

The new guidance will become effective for annual periods beginning after December 15, 2024.

The guidance is effective for annual periods beginning after December 15, 2024.

The Company plans to adopt the guidance during fiscal year 2025, with the first disclosure to be reflected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company is currently evaluating the impact of this guidance on the Company’s financial disclosures.

Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

Income Statement –Expense Disaggregation Disclosures.

In November 2024, the FASB issued an accounting standard update which requires disaggregated disclosures of income statement expenses for public business entities.

The guidance will require companies to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant because they include one or more of the five natural expense categories, as applicable:

(1) purchase of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization and (5) depreciation, depletion and amortization (“DD&A”) recognized as part of oil and gas producing activities or other depletion expenses.

The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 31, 2027.

The Company is currently evaluating the impact of this guidance on the Company’s financial disclosures.

Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

13 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

(In thousands)

3 unchanged sentences

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 were $ 25.6 million at September 30, 2024 and $ 31.1 million at December 31, 2023.

Accounts receivable attributable to the Company’s revenue contracts with customers were $ 29.1 million at March 31, 2025 and $ 28.5 million at December 31, 2024.

Acquisitions and Divestitures

On January 15, 2025, the Company sold 90 % of its interest in certain units with rights in the Haynesville basin in Harrison County, Texas and purchased a 10 % interest in an adjacent acreage, generating $ 6.3 million in net proceeds from the sale.

This transaction also established an area of mutual interest with the counterparty covering 10,000 gross acres.

Amplify retained a 10 % working interest in the units it divested and purchased a 10 % working interest in the counterparty’s acreage.

The net proceeds received from the purchase and sale transactions of $ 6.3 million is classified as a (gain) loss on sale of properties in our Unaudited Consolidated Statement of Operations.

Acquisition and divestiture related expenses for third-party transactions are included in general and administrative expense in the accompanying Unaudited Condensed Statement of Consolidated Operations for the periods indicated below (in thousands):

For the Three Months Ended

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contemplated Merger with Juniper Capital

On January 14, 2025, the Company entered into an Agreement and Plan of Merger, as subsequently amended (the “Merger Agreement”) with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify (“Second Merger Sub”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG” and, together with NPOG, the “Acquired Companies”), and, solely for the limited purposes set forth in the Merger Agreement, Juniper Capital Advisors, L.P.

(“Juniper Capital”) and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the effective time of the Contemplated Mergers (as defined below) (the “Effective Time”), it was contemplated that (i) NPOG would merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (ii) COG would merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement (clauses (i) and (ii), together, the “Contemplated Mergers”).

Subsequent Events .

On April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into a mutual termination agreement (the “Termination Agreement”) to terminate the Merger Agreement (the “Termination”), effective immediately.

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

Fair Value Measurements of Financial Instruments

4 unchanged sentences

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, 2024 and December 31, 2023.

The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy.

1 unchanged sentence

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, 2024 and December 31, 2023 were based on estimated forward commodity prices.

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 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.

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 for each of the fair value hierarchy levels:

Fair Value Measurements at September 30, 2024

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 for each of the fair value hierarchy levels:

Fair Value Measurements at March 31, 2025

Quoted Prices in

23 unchanged sentences

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.

6 unchanged sentences

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 was recorded on proved oil and natural gas properties during the three and nine months ended September 30, 2024 and 2023.

● No impairment expense was recorded on proved oil and natural gas properties during the three months ended March 31, 2025 and 2024.

Risk Management and Derivative Instruments

10 unchanged sentences

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.

As a result, had certain counterparties failed completely to perform according to the terms of the existing contracts, the Company would have the right to offset $ 17.5 million against amounts outstanding under our Revolving Credit Facility at September 30, 2024.

See Note 8 for additional information regarding the Company’s Revolving Credit Facility.

6 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At September 30, 2024, the Company had the following open commodity positions:

At March 31, 2025, the Company had the following open commodity positions:

Natural Gas Derivative Contracts:

18 unchanged sentences

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, 2024 and December 31, 2023.

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.

September 30,

Balance Sheet Location

23 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

Statements of

September 30,

Operations Location

3 unchanged sentences

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, 2024 (in thousands):

The following table presents the changes in the asset retirement obligations for the three months ended March 31, 2025 (in thousands):

Asset retirement obligations at beginning of period

1 unchanged sentence

Liabilities settled

Liabilities removed upon sale of wells

Accretion expense

5 unchanged sentences

The following table presents the Company’s consolidated debt obligations at the dates indicated:

September 30,

(In thousands)

5 unchanged sentences

The Revolving Credit Facility is guaranteed by the Company and all of its material subsidiaries and secured by substantially all of its assets.

The Revolving Credit Facility matures on July 31, 2027, and is a replacement in full of the prior Revolving Credit Facility by and among OLLC, Acquisitionco, the guarantors party thereto, the lenders party thereto and KeyBank National Association, as the administrative agent (as amended, the “Prior Revolving Credit Facility”).

The Revolving Credit Facility matures on July 31, 2027.

KeyBank National Association is the administrative agent.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The aggregate principal amount of loans outstanding under the Revolving Credit Facility as of September 30, 2024, was $ 120.0 million.

As of September 30, 2024, the borrowing base under the facility was $ 150.0 million with elected commitments of $ 135.0 million, and, consistent with the Prior Revolving Credit Facility, the Revolving Credit Facility borrowing base is subject to redetermination on at least a semi-annual basis, primarily based on a reserve engineering report.

The aggregate principal amount of loans outstanding under the Revolving Credit Facility as of March 31, 2025, was $ 125.0 million.

As of March 31, 2025, the borrowing base under the facility was $ 145.0 million with elected commitments of $ 145.0 million.

The Revolving Credit Facility borrowing base is subject to redetermination on at least a semi-annual basis, primarily based on a reserve engineering report.

Certain key terms and conditions under the Revolving Credit Facility include (but are not limited to):

3 unchanged sentences

● The unused commitments under the Revolving Credit Facility will accrue a commitment fee of 0.50 % , payable quarterly in arrears;

● Certain financial covenants, including the maintenance of (i) a net debt leverage ratio not to exceed 3.00 to 1.00, determined as of the last day of each fiscal quarter for the four fiscal-quarter period then ending and (ii) a current ratio of not less than 1.00 to 1.00 , determined as of the last day of each fiscal quarter, in each case commencing with the fiscal quarter ending December 31, 2023;

● Certain events of default, including, without limitation:

1 unchanged sentence

● Initial minimum hedging requirements covering 75 % of the reasonably projected monthly production of hydrocarbons from proved developed producing reserves for the 24-month period following the effective date of the Revolving Credit Facility (the “First Period”) and (ii) 50 % for the 12-month period immediately following the First Period.

Subsequent event .

On October 25, 2024, OLLC entered into an amendment to the Revolving Credit Facility (the “Credit Agreement Amendment”), which, among other things, (i) reduced the borrowing base under the Revolving Credit Facility from $ 150.0 million to $ 145.0 million, (ii) increased the aggregate elected commitments under the Revolving Credit Facility from $ 135.0 million to $ 145.0 million and (iii) amended certain interest rates applicable to loans under the Revolving Credit Facility.

The next redetermination is expected in the spring of 2025.

As of September 30, 2024, the Company was in compliance with all the financial (current ratio and total leverage ratio) and non-financial covenants associated with the Revolving Credit Facility.

As of March 31, 2025, the Company was in compliance with all the financial (current ratio and total leverage ratio) and non-financial covenants associated with the Revolving Credit Facility.

Weighted-Average Interest Rates

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Revolving Credit Facility

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Letters of Credit

At September 30, 2024, the Company had no letters of credit outstanding.

At March 31, 2025, the Company had no letters of credit outstanding.

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility were $ 3.5 million at September 30, 2024.

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, 2024:

Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility were $ 2.9 million at March 31, 2025.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s authorized capital stock includes 250,000,000 shares of Common Stock.

The following is a summary of the changes in the Company’s Common Stock issued for the three months ended March 31, 2025:

Balance, December 31, 2024

2 unchanged sentences

Shares withheld for taxes (1)

Balance, September 30, 2024

Balance, March 31, 2025

(1) Represents the net settlement on vesting of restricted stock to satisfy tax withholding requirements.

2 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Net income (loss)

6 unchanged sentences

Net earnings (loss) per share:

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Incentive Plans

5 unchanged sentences

The 2024 EIP is administered by the board of directors of the Company.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

1 unchanged sentence

Restricted stock units with service vesting conditions (“TSUs”) are accounted for as either equity-classified awards or liability-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.

The Company considered its intent and ability to settle awards in cash or shares of stock in determining whether to classify the awards as equity or liability awards.

2 unchanged sentences

Changes in the fair value of liability-classified awards are recorded to general administrative expense and are remeasured at fair value each reporting period.

In February 2024, the Company granted contingent cash-settlement awards in the form of TSUs (the “2024 TSUs”).

In May 2024, the Company received shareholder approval of the 2024 EIP, which removed the contingent consideration around the 2024 TSUs.

As of June 30, 2024, the 2024 TSUs were reclassified as equity awards.

The compensation cost related to these awards is determined by the fair value of the award on the modification date.

The 2024 TSUs will vest in substantially equal installments over a three-year period.

The unrecognized cost associated with the TSUs was $ 6.6 million at September 30, 2024.

As of March 31, 2025, TSU grants 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.

The unrecognized cost associated with the TSUs was $ 8.5 million at March 31, 2025.

The Company expects to recognize the unrecognized compensation cost for these awards over a weighted average period of approximately 2.2 years.

3 unchanged sentences

TSUs outstanding at December 31, 2024

TSUs outstanding at September 30, 2024

TSUs outstanding at March 31, 2025

(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, 2024 was $ 5.4 million based on a grant-date market price ranging from $ 6.26 per share to $ 6.72 per share.

(2) The aggregate grant-date fair value of TSUs issued for the three months ended March 31, 2025 was $ 4.4 million based on a grant-date market price of $ 5.34 per share.

Restricted Stock Units with Market and Service Vesting Conditions

1 unchanged sentence

The grant-date fair value is recognized as compensation cost on a graded-vesting basis.

The fair value of the

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

awards is estimated on their grant dates using a Monte Carlo simulation.

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.

4 unchanged sentences

The three-year performance period for the 2024 awards is January 1, 2024 through December 31, 2026.

In February 2024, the Company granted contingent cash-settlement awards in the form of PSUs (the “2024 PSUs”).

In May 2024, the Company received shareholder approval of the 2024 EIP, which removed the contingent consideration around the 2024 PSUs.

As of June 30, 2024, the 2024 PSUs were reclassified as equity awards with a three-year vesting period.

The compensation cost related to these awards is determined by the fair value of the award on the modification date.

The three-year performance period for the 2024 PSUs is January 1, 2024 through December 31, 2026.

The three-year performance period for the 2025 awards is January 1, 2025 through December 31, 2027.

Compensation costs related to PSU awards are recorded as general and administrative expense.

The unrecognized cost associated with PSU awards was $ 3.3 million at September 30, 2024.

The unrecognized cost associated with PSU awards was $ 4.8 million at March 31, 2025.

The Company expects to recognize the unrecognized compensation cost for PSU awards over a weighted-average period of approximately 2.2 years.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The below table reflects the ranges for the assumptions used in the Monte Carlo model for the 2025 PSUs:

Date of Grant:

February 2025

Modification Date:

Expected volatility

4 unchanged sentences

Date Fair Value

PSUs outstanding at December 31, 2023

PSUs outstanding at September 30, 2024

PRSUs outstanding at December 31, 2024

PRSUs outstanding at March 31, 2025

(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 PSUs issued for the nine months ended September 30, 2024 was $ 2.4 million based on a calculated fair value price ranging from $ 2.63 to $ 8.33 per share.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2) The aggregate grant-date fair value of PSUs issued for the three months ended March 31, 2025 was $ 3.4 million based on a calculated fair value price ranging from $ 6.20 to $ 7.05 per share.

Compensation Expense

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Share-based compensation costs

5 unchanged sentences

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, 2024, 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.

For the quarter ended March 31, 2025, 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.

2 unchanged sentences

The Company uses a reasonable market interest rate for its office equipment and vehicle leases.

For the nine months ended September 30, 2024 and 2023, the Company recognized approximately $ 1.5 million and $ 1.6 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 0.6 million and $ 0.5 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

Supplemental cash flow information related to the Company’s lease liabilities is included in the table below:

For the Nine Months Ended

September 30,

For the Three Months Ended

(In thousands)

1 unchanged sentence

Operating cash flows from operating leases

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Company’s right-of-use assets and lease liabilities for the period presented:

September 30,

(In thousands)

9 unchanged sentences

Present value of lease liabilities

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The weighted average remaining lease terms and discount rate for all of the Company’s operating leases for the period presented:

September 30,

Weighted average remaining lease term (years):

4 unchanged sentences

Office equipment

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows

1 unchanged sentence

Current accrued liabilities consisted of the following at the dates indicated (in thousands):

September 30,

Accrued lease operating expense

Accrued liability - pipeline incident

Accrued liability - current portion of pipeline incident settlement

Accrued capital expenditures

4 unchanged sentences

Asset retirement obligations

Accrued current income tax payable

Accrued interest payable

Accrued liability - pipeline incident

Accrued current income tax payable

Accrued liabilities

1 unchanged sentence

Accounts receivable consisted of the following at the dates indicated (in thousands):

September 30,

Oil and natural gas receivables

4 unchanged sentences

Total accounts receivable, net

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flows

Supplemental cash flows for the periods presented (in thousands):

For the Nine Months Ended

September 30,

For the Three Months Ended

Supplemental cash flows:

Cash paid for interest, net of amounts capitalized

Cash paid for taxes

Noncash investing and financing activities:

Increase (decrease) in capital expenditures in payables and accrued liabilities

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2024 and 2023.

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, 2025 and 2024.

Segment Reporting

The Company’s operations are all related to the exploration, development and production of oil and natural gas in the United States, from which the Company derives all of its revenues.

The Company manages its business as a single reportable segment, as its operations are focused on assets with similar economic characteristics, production processes, types of purchasers, regulatory environment and customers which are consistent across the Company.

Therefore, the Company aggregates its operating regions into one reportable segment.

The CODM uses consolidated net income to assess financial performance, allocating capital and other resources.

The CODM uses consolidated net income in the annual budgeting and monthly forecasting process.

Additionally, the CODM is regularly provided information on lease operating expense, gathering, processing and transportation and taxes other than income.

Other segment items primarily consist of DD&A, accretion expense, general and administrative expense, pipeline incident loss, loss (gain) on commodity derivative, interest expense and income tax expense (benefit).

Our significant segment expenses and other segment items are derived from and can be found within the Unaudited Consolidated Statement of Operations.

For the Three Months Ended

(In thousands)

Lease operating expense

Gathering, processing and transportation

Taxes other than income

Other segment items

Net income (loss)

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

8 unchanged sentences

In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable.

At September 30, 2024 and December 31, 2023, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet.

Revenue Payables in Suspense

During 2024, the Company determined that it had improperly classified certain non-operated revenue within revenues payable in suspense from 2015 through 2024 and had also retained revenue suspense on assets previously sold in 2018 for which no obligation existed subsequent to the date of close.

As a result, the Company recorded an out-of-period adjustment of $ 2.8 million in 2024 to release such amounts as previously accrued within revenue payables in suspense, of which $ 2.2 million and $ 0.6 million included in oil and natural gas revenue and other income, respectively, in the Unaudited Condensed Consolidated Statements of Operations.

Management considered qualitative and quantitative factors and concluded the out-of-period adjustment is immaterial to 2024 and each of the applicable periods.

At March 31, 2025 and December 31, 2024, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet.

Beta Pipeline Incident

Please refer to “Note 16.

Beta Pipeline Incident” for details.

There have been no material changes to the legal proceedings, insurance receivables and costs associated with the incident that occurred at our producing oil property located at Beta (the “Incident”) as described in the Company’s annual financial statements included in its 2024 Form 10-K, except with respect to that disclosed below:

On March 31, 2025, and December 31, 2024, the Company’s insurance receivables were $ 0.5 million and $ 4.7 million, respectively.

Excluding the costs associated with the resolution of the federal and state matters discussed in the 2024 Form 10-K, for the three months ended March 31, 2025, the Company incurred legal fees, loss load and other non-reimbursable expenses of $ 0.4 million that are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations.

For more information, please see the 2024 Form 10-K.

Sinking Fund Trust Agreement

2 unchanged sentences

The obligation to fund ceases when the aggregate value of the account reaches $ 4.3 million.

As of September 30, 2024, the account balance included in restricted investments was approximately $ 4.5 million.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025, the account balance included in restricted investments was approximately $ 4.6 million.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

5 unchanged sentences

The obligation for these agreements ceases when the total aggregate value of the escrow accounts reaches $ 172.6 million.

The below table outlines the updated funding commitment for these agreements at September 30, 2024 (in thousands):

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The below table outlines the updated funding commitment for these agreements at March 31, 2025 (in thousands):

Payment Due by Period

Funding commitment

Remaining 2024

Thereafter (1)

Federal escrow fund payments

1 unchanged sentence

Total sinking fund payments

As of September 30, 2024, the Company has funded $ 22.9 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

The Company’s current income tax benefit (expense) was ($ 0.4 ) million and ($ 2.4 ) million for the three and nine months ended September 30, 2024, respectively.

The Company’s current income tax benefit (expense) was ($ 1.4 ) million and ($ 7.1 ) million for the three and nine months ended September 30, 2023, respectively.

The Company’s deferred income tax benefit (expense) was ($ 5.7 ) million and ($ 3.1 ) million for the three and nine months ended September 30, 2024, respectively.

The Company’s deferred income tax benefit (expense) was $ 4.7 million and $ 264.1 million for the three and nine months ended September 30, 2023, respectively.

The effective tax rates for the three and nine months ended September 30, 2024 were both 21.1 %.

The difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three and nine months ended September 30, 2024, was caused by higher state taxes, partially offset by marginal well tax credits pursuant to Section 45I of the Internal Revenue Code and a windfall tax benefit from stock compensation.

The effective tax rates for the three and nine months ended September 30, 2023 were 19.6 % and ( 278.9 %), respectively.

(1) The remaining payments will be made during the years 2030 through 2042.

As of March 31, 2025, the Company has funded $ 28.0 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

The Company’s current income tax benefit (expense) was less than ($ 0.1 ) million and was ($ 1.4 ) million for the three months ended March 31, 2025 and 2024, respectively.

The Company’s deferred income tax benefit (expense) was $ 1.5 million and $ 4.7 million for the three months ended March 31, 2025 and 2024, respectively.

The effective tax rates for the three months ended March 31, 2025 and 2024 were 20.8 % and 26.0 %, 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 and nine months ended September 30, 2023, was the release of the valuation allowance.

Beta Pipeline Incident

On October 2, 2021, contractors operating under the direction of Beta LLC observed an oil sheen on the water approximately four miles off the coast of Newport Beach, California.

Beta LLC platform personnel were notified and promptly initiated the Company’s Oil Spill Response Plan.

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.

Reports from the Unified Command’s contracted commercial divers and Remotely Operated Vehicle footage indicated that a 4,000 -foot section of the Company’s pipeline had been displaced and that the pipeline had a 13 -inch split, running parallel to the pipe, releasing approximately 588 barrels of oil.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

All operations were suspended and the pipeline was shut-in pending the Company’s receipt of the required regulatory approvals to restart operations, including but not limited to, approval of a written restart plan from the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), Office of Pipeline Safety.

On April 10, 2023, the Company announced that it received the required approvals from federal regulatory agencies to restart operations at the Beta Field.

Since such date, the pipeline has been 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 the Company, Beta LLC, and San Pedro Bay Pipeline Company in connection with the Incident.

As previously disclosed, state authorities were conducting parallel criminal investigations.

The Company reached court-approved agreements to resolve all criminal matters stemming from the 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 and, agreed to 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.

Additionally, as part of the resolution with the state of California, the Company agreed to enter a plea of No Contest to six misdemeanor charges, and, as a result, paid 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, agreed to serve a one-year term of probation and 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 and may be subject to new investigations and proceedings in the future, the results of which may have a material impact on the Company’s business and results of operations and could put pressure on its liquidity position going forward.

With respect to PHMSA’s investigation, 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 has responded to the notice and is conferring with PHMSA regarding a resolution.

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 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, asserting claims against the Company, Beta LLC, San Pedro Bay Pipeline Company, among others.

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, has been and will continue to be funded under the Company’s insurance policies.

The Court granted final approval of the settlement on April 24, 2023.

Separately, on March 1, 2023, the Company announced that the vessels that struck and damaged the pipeline and their respective owners and operators agreed to pay the Company $ 96.5 million in a settlement.

This settlement resolved Amplify’s affirmative claims related to the Incident, and as such, Amplify dismissed its legal claims against those parties.

Under the Oil Pollution Act of 1990, 33 U.S.C.

§ 2701 et seq.

(“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.

As of September 30, 2024, the Company has completed processing all outstanding covered claims under OPA 90.

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.

On or about October 10, 2024, the Company reached settlements with the City of Huntington Beach and Pacific Airshow LLC.

The Company has resolved all known claims arising from the Incident and believes there are no more claims outstanding, except through the ongoing Natural Resource Damage Assessment process.

federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2025 was vested stock compensation.

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, 2024 was the weighted state accrual rate.

Valuation Allowance

In assessing deferred tax assets, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

The assessment considers all available information including, among other things, historical and forecasted taxable income and operating history, the scheduled reversal of deferred tax liabilities and available tax planning strategies.

As of March 31, 2025, the Company had 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 assets are realizable.

Subsequent Events

East Texas Haynesville Monetization

On May 1, 2025, the Company sold certain rights, title and interest in assets located in East Texas to a third party.

The Company received net proceeds of $ 1.5 million.

Termination of Contemplated Merger with Juniper Capital

In connection with the Contemplated Mergers, on April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into the Termination Agreement to terminate the Merger Agreement, effective immediately.

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 between approximately $ 190.0 million to $ 210.0 million.

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.

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, including regulatory 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 operations at Beta.

In accordance with customary insurance practice, the Company maintains insurance policies, including loss of production insurance, against many potential losses or liabilities arising from its operations, which, in addition to the settlement amount disclosed, have covered a material portion of aggregate costs associated with the Incident.

However, the Company can provide no assurance that its coverage will continue to 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, 2024, and December 31, 2023, the Company’s insurance receivables were $ 1.7 million and $ 3.6 million, respectively.

Excluding the costs associated with the resolution of the federal and state matters discussed above, for the nine months ended September 30, 2024, the Company incurred response and remediation expenses and legal fees of $ 1.5 million, which primarily relates to certain legal costs that are not expected to be recovered under an insurance policy and are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations.

For more information, please see our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 7, 2024.

Subsequent Events

Borrowing Base Redetermination

See Note 7 for additional information relating to the Company’s borrowing base redetermination.

In accordance with the terms of the Termination Agreement, the Company made a cash payment to the Acquired Companies in lieu of any termination fee which might have otherwise been payable pursuant to the Merger Agreement in the amount of $ 800,000 as payment for certain of the Acquired Companies’ expenses.

The Company and the Acquired Companies also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby.

The Company expects to incur professional fees and expenses of approximately $ 3.0 million in connection with the Contemplated Mergers and the Termination.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements