NAMES OF ENTITIES

As used in this Form 10-Q, unless ~~we indicate~~indicated otherwise:

• ●	“Amplify Energy,” “Company,” “we,” “our,” ~~“us”~~“us,” or like terms refers to Amplify Energy Corp. individually and collectively with its subsidiaries, as the context requires;

• ●	“Legacy Amplify” refers to Amplify Energy Holdings LLC (f/k/a Amplify Energy Corp.), the successor reporting company of Memorial Production Partners LP; and

• ●	“OLLC” refers to Amplify Energy Operating LLC, our wholly owned subsidiary through which we operate our properties.

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CAUTIONARY NOTE REGARDING FORWARD–LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

•

●

business strategies;

•

●

ongoing impact of the oil incident that occurred off the coast of Southern California resulting from our pipeline operations (the “Pipeline”) at the Beta Field (the “Incident”);

●

acquisition and disposition strategy;

•

●

cash flows and liquidity;

•

●

financial strategy;

•

●

ability to replace the reserves we produce through drilling;

•

●

drilling locations;

•

●

oil and natural gas reserves;

•

●

technology;

•

●

realized oil, natural gas and NGL prices;

•

●

production volumes;

•

●

lease operating expense;

•

●

gathering, processing and transportation;

•

●

general and administrative expense;

•

●

future operating results;

•

●

ability to procure drilling and production equipment;

•

●

ability to procure oil field labor;

•

●

planned capital expenditures and the availability of capital resources to fund capital expenditures;

•

●

ability to access capital markets;

•

●

marketing of oil, natural gas and NGLs;

•

●

acts of God, fires, earthquakes, storms, floods, other adverse weather conditions, war, acts of terrorism, military operations or national emergency;

•

●

the occurrence or threat of epidemic or pandemic diseases, ~~such as~~including the ~~ongoing novel~~ coronavirus (“COVID-19”) pandemic, or any government response to such occurrence or threat;

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•

●

expectations regarding general economic conditions;

•

●

competition in the oil and natural gas industry;

•

●

effectiveness of risk management activities;

•

●

environmental liabilities;

•

●

counterparty credit risk;

•

●

expectations regarding governmental regulation and taxation;

•

●

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

•

●

plans, objectives, expectations and intentions.

All statements, other than statements of historical fact included in this report, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “outlook,” “continue,” the negative of such terms or other comparable terminology. These statements address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties. Important factors that could cause our actual results or financial condition to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following risks and uncertainties:

•

●

risks related to the Incident and the ongoing impact to the Incident;

●

risks related to a redetermination of the borrowing base under our senior secured reserve-based revolving credit facility;

•

●

our ability to access funds on acceptable terms, if at all, because of the terms and conditions governing our indebtedness, including financial covenants;

•

●

our ability to satisfy debt obligations;

•

●

volatility in the prices for oil, natural gas and NGLs, including further or sustained declines in commodity prices;

•

●

the potential for additional impairments due to continuing or future declines in oil, natural gas and NGL prices;

•

●

the uncertainty inherent in estimating quantities of oil, natural gas and NGLs reserves;

•

●

our substantial future capital requirements, which may be subject to limited availability of financing;

•

●

the uncertainty inherent in the development and production of oil and natural gas;

•

●

our need to make accretive acquisitions or substantial capital expenditures to maintain our declining asset base;

•

●

the existence of unanticipated liabilities or problems relating to acquired or divested businesses or properties;

•

●

potential acquisitions, including our ability to make acquisitions on favorable terms or to integrate acquired properties;

•

●

the consequences of changes we have made, or may make from time to time in the future, to our capital expenditure budget, including the impact of those changes on our production levels, reserves, results of operations and liquidity;

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•

●

potential shortages of, or increased costs for, drilling and production equipment and supply materials for production, such as CO₂;

•

●

potential difficulties in the marketing of oil and natural gas;

•

●

changes to the financial condition of counterparties;

•

●

uncertainties surrounding the success of our secondary and tertiary recovery efforts;

•

●

competition in the oil and natural gas industry;

•

●

our results of evaluation and implementation of strategic alternatives;

•

●

general political and economic conditions, globally and in the jurisdictions in which we ~~operate;~~operate, including escalating tensions between Russia and Ukraine and the political destabilizing effect such conflict may pose for the European continent or the global oil and natural gas markets;

•

●

the impact of climate change and natural disasters, such as earthquakes, tidal waves, mudslides, fires and floods;

•

●

the impact of ~~legislation~~local, state and federal governmental regulations, including those related to climate change and hydraulic fracturing;

•

●

the risk that our hedging strategy may be ineffective or may reduce our income;

•

●

the cost and availability of insurance as well as operating risks that may not be covered by an effective indemnity or insurance;

•

●

actions of third-party co-owners of interests in properties in which we also own an interest; and

•

●

other risks and uncertainties described in “Item 1A. Risk Factors.”

The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-looking statement will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Part I—Item 1A. Risk Factors” of Amplify’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the ~~Securities and Exchange Commission (the “SEC”)~~SEC on March ~~11,~~ 9, 2022 (“2021 ~~(“2020~~ Form 10-K”). All forward-looking statements speak only as of the date of this report. ~~We do~~The Company does not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to usthe Company or persons acting on ~~our~~its behalf.

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PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except outstanding shares)


	June 30,		December 31,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	16,691	$	18,799
Accounts receivable, net (see Note 12)		77,808		91,967
Short-term derivative instruments		527		0
Prepaid expenses and other current assets		15,197		15,018
Total current assets		110,223		125,784
Property and equipment, at cost:
Oil and natural gas properties, successful efforts method		818,377		799,532
Support equipment and facilities		147,360		145,324
Other		9,641		9,641
Accumulated depreciation, depletion and amortization		(645,711)		(634,212)
Property and equipment, net		329,667		320,285
Restricted investments		8,635		4,622
Operating lease - long term right-of-use asset		6,589		2,716
Other long-term assets		1,417		1,693
Total assets	$	456,531	$	455,100

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	34,969	$	33,819
Revenues payable		24,499		20,374
Accrued liabilities (see Note 12)		48,904		57,826
Short-term derivative instruments		79,961		53,144
Total current liabilities		188,333		165,163
Long-term debt (see Note 7)		215,000		230,000
Asset retirement obligations		105,354		102,398
Long-term derivative instruments		14,659		9,664
Operating lease liability		6,297		2,017
Other long-term liabilities		10,279		10,699
Total liabilities		539,922		519,941
Commitments and contingencies (see Note 14)
Stockholders' equity (deficit):
Preferred stock, $0.01 par value: 50,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2022 and December 31, 2021		0		0
Warrants, 2,173,913 warrants issued and outstanding at December 31, 2021		—		4,788
Common stock, $0.01 par value: 250,000,000 shares authorized; 38,331,368 and 38,024,142 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		385		382
Additional paid-in capital		430,695		425,066
Accumulated deficit		(514,471)		(495,077)
Total stockholders' deficit		(83,391)		(64,841)
Total liabilities and equity	$	456,531	$	455,100

June 30,

December 31,

2021

2020

ASSETS

Current assets:

Cash
$
15,150

$
10,364

Accounts receivable, net

39,647

30,901

Prepaid expenses and other current assets

12,570

15,572

Total current assets

67,367

56,837

Property and equipment, at cost:

Oil and natural gas properties, successful efforts method

786,089

775,167

Support equipment and facilities

144,458

142,208

Other

9,553

9,102

Accumulated depreciation, depletion and amortization

(620,881
)

(609,231
)
Property and equipment, net

319,219

317,246

Long-term derivative instruments

0

873

Restricted investments

4,623

4,623

Operating lease - long term right-of-use asset

1,771

2,500

Other long-term assets

2,345

2,680

Total assets
$
395,325

$
384,759

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable
$
14,382

$
798

Revenues payable

19,159

22,563

Accrued liabilities (see Note 12)

26,060

22,677

Short-term derivative instruments

63,071

10,824

Total current liabilities

122,672

56,862

Long-term debt (see Note 7)

235,000

260,516

Asset retirement obligations

99,412

96,725

Long-term derivative instruments

17,739

847

Operating lease liability

301

266

Other long-term liabilities

7,576

3,280

Total liabilities

482,700

418,496

Commitments and contingencies (see Note 14)

Stockholders' equity (deficit):

Preferred stock, $0.01 par value: 50,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and December 31, 2020

—

—

Warrants, 2,173,913 warrants issued and outstanding at June 30, 2021 and December 31, 2020

4,788

4,788

Common stock, $0.01 par value: 250,000,000 shares authorized; 37,987,145 and 37,663,509 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

381

378

Additional paid-in capital

424,814

424,104

Accumulated deficit

(517,358
)

(463,007
)
Total stockholders' deficit

(87,375
)

(33,737
)
Total liabilities and equity
$
395,325

$
384,759

~~See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.~~

~~AMPLIFY ENERGY CORP.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(In thousands, except per share amounts)~~

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Revenues:

Oil and natural gas sales
$
80,338

$
34,888

$
152,669

$
92,675

Other revenues

55

283

193

632

Total revenues

80,393

35,171

152,862

93,307

Costs and expenses:

Lease operating expense

28,653

27,828

57,559

63,551

Gathering, processing and transportation

5,050

4,689

9,629

9,742

Taxes other than income

5,071

2,195

9,684

6,181

Depreciation, depletion and amortization

7,389

7,623

14,736

23,179

Impairment expense

0

0

0

455,031

General and administrative expense

6,030

6,755

12,951

15,108

Accretion of asset retirement obligations

1,638

1,539

3,253

3,052

(Gain) loss on commodity derivative instruments

63,898

19,165

98,486

(88,548
)
Other, net

12

3

96

19

Total costs and expenses

117,741

69,797

206,394

487,315

Operating income (loss)

(37,348
)

(34,626
)

(53,532
)

(394,008
)
Other income (expense):

Interest expense, net

(3,137
)

(6,209
)

(6,249
)

(13,856
)
Other expense

(54
)

(250
)

(80
)

(234
)
Gain on extinguishment of debt

5,516

0

5,516

0

Total other income (expense)

2,325

(6,459
)

(813
)

(14,090
)
Loss before reorganization items, net and income taxes

(35,023
)

(41,085
)

(54,345
)

(408,098
)
Reorganization items, net

0

(166
)

(6
)

(352
)
Income tax expense

0

(85
)

0

(85
)
Net loss
$
(35,023
)

$
(41,336
)

$
(54,351
)

$
(408,535
)

Earnings (loss) per share: (See Note 9)

Basic and diluted loss per share
$
(0.92
)

$
(1.10
)

$
(1.43
)

$
(10.87
)
Weighted average common shares outstanding:

Basic and diluted

37,983

37,595

37,907

37,582

~~See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.~~

~~AMPLIFY ENERGY CORP.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands)~~

For the Six Months Ended

June 30,

2021

2020

Cash flows from operating activities:

Net loss
$
(54,351
)

$
(408,535
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, depletion and amortization

14,736

23,179

Impairment expense

0

455,031

(Gain) loss on derivative instruments

98,443

(84,494
)
Cash settlements (paid) received on expired derivative instruments

(28,432
)

39,471

Cash settlements (paid) received on terminated derivative instruments

0

17,977

Bad debt expense

94

252

Amortization and write-off of deferred financing costs

360

2,999

Gain on extinguishment of debt

(5,516
)

0

Accretion of asset retirement obligations

3,253

3,052

Share-based compensation (see Note 10)

730

(632
)
Settlement of asset retirement obligations

(162
)

0

Changes in operating assets and liabilities:

Accounts receivable

(8,851
)

5,762

Prepaid expenses and other assets

3,002

659

Payables and accrued liabilities

13,505

(11,345
)
Other

(408
)

(387
)
Net cash provided by operating activities

36,403

42,989

Cash flows from investing activities:

Additions to oil and gas properties

(11,528
)

(26,123
)
Additions to other property and equipment

(451
)

(719
)
Other

404

0

Net cash used in investing activities

(11,575
)

(26,842
)
Cash flows from financing activities:

Advances on revolving credit facility

0

25,000

Payments on revolving credit facility

(20,000
)

(30,000
)
Proceeds from the paycheck protection program

0

5,516

Deferred financing costs

(25
)

0

Dividends to stockholders

0

(3,786
)
Shares withheld for taxes

(17
)

(35
)
Other

0

35

Net cash used in financing activities

(20,042
)

(3,270
)
Net change in cash, cash equivalents and restricted cash

4,786

12,877

Cash, cash equivalents and restricted cash, beginning of period

10,364

325

Cash, cash equivalents and restricted cash, end of period
$
15,150

$
13,202

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~EQUITY (DEFICIT)~~OPERATIONS

(In ~~thousands)~~thousands, except per share amounts)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues:
Oil and natural gas sales	$	112,878	$	80,338	$	206,750	$	152,669
Other revenues		8,899		55		26,460		193
Total revenues		121,777		80,393		233,210		152,862

Costs and expenses:
Lease operating expense		33,285		28,653		66,205		57,559
Gathering, processing and transportation		7,281		5,050		15,291		9,629
Taxes other than income		8,623		5,071		16,176		9,684
Depreciation, depletion and amortization		5,864		7,389		11,499		14,736
General and administrative expense		8,628		6,030		16,399		12,951
Accretion of asset retirement obligations		1,749		1,638		3,469		3,253
Loss (gain) on commodity derivative instruments		18,571		63,898		111,975		98,486
Pipeline incident loss		5,092		0		5,672		0
Other, net		406		12		441		96
Total costs and expenses		89,499		117,741		247,127		206,394
Operating income (loss)		32,278		(37,348)		(13,917)		(53,532)
Other income (expense) income:
Interest expense, net		(3,084)		(3,137)		(5,525)		(6,249)
Gain on extinguishment of debt		—		5,516		—		5,516
Other income (expense)		26		(54)		48		(80)
Total other income (expense)		(3,058)		2,325		(5,477)		(813)
Income (loss) before reorganization items, net and income taxes		29,220		(35,023)		(19,394)		(54,345)
Reorganization items, net		0		0		0		(6)
Income tax expense		0		0		0		0
Net income (loss)	$	29,220	$	(35,023)	$	(19,394)	$	(54,351)

Allocation of net income (loss) to:
Net income (loss) available to common stockholders	$	27,818	$	(35,023)	$	(19,394)	$	(54,351)
Net income (loss) allocated to participating securities		1,402		—		—		—
Net income (loss) available to Amplify Energy Corp.	$	29,220	$	(35,023)	$	(19,394)	$	(54,351)

Earnings (loss) per share: (See Note 9)
Basic and diluted earnings (loss) per share	$	0.73	$	(0.92)	$	(0.51)	$	(1.43)
Weighted average common shares outstanding:
Basic and diluted		38,330		37,983		38,256		37,907

Stockholders' Equity (Deficit)

Common Stock

Warrants

Additional
Paid-in Capital

Accumulated
Deficit

Total

Balance at December 31, 2020
$
378

$
4,788

$
424,104

$
(463,007
)

$
(33,737
)
Net loss

0

0

0

(19,328
)

(19,328
)
Share-based compensation expense

0

0

(204
)

0

(204
)
Shares withheld for taxes

0

0

(5
)

0

(5
)
Other

3

0

(3
)

0

0

Balance at March 31, 2021

381

4,788

423,892

(482,335
)

(53,274
)
Net loss

0

0

0

(35,023
)

(35,023
)
Share-based compensation expense

0

0

934

0

934

Shares withheld for taxes

0

0

(12
)

0

(12
)
Balance at June 30, 2021
$
381

$
4,788

$
424,814

$
(517,358
)

$
(87,375
)

Stockholders' Equity (Deficit)

Common Stock

Warrants

Additional
Paid-in Capital

Accumulated
Earnings
(Deficit)

Total

Balance at December 31, 2019
$
209

$
4,790

$
424,399

$
4,809

$
434,207

Net loss

0

0

0

(367,199
)

(367,199
)
Share-based compensation expense

0

0

(1,112
)

0

(1,112
)
Shares withheld for taxes

0

0

(14
)

0

(14
)
Dividends

0

0

0

(3,786
)

(3,786
)
Balance at March 31, 2020

209

4,790

423,273

(366,176
)

62,096

Net loss

0

0

0

(41,336
)

(41,336
)
Share-based compensation expense

0

0

480

0

480

Expiration of warrants

0

(2
)

2

0

0

Shares withheld for taxes

0

0

(20
)

0

(20
)
Other

0

0

35

0

35

Balance at June 30, 2020
$
209

$
4,788

$
423,770

$
(407,512
)

$
21,255

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	For the Six Months Ended
	June 30,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	(19,394)	$	(54,351)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		11,499		14,736
Loss (gain) on derivative instruments		111,132		98,443
Cash settlements (paid) received on expired derivative instruments		(79,846)		(28,432)
Bad debt expense		6		94
Amortization and write-off of deferred financing costs		336		360
Gain on extinguishment of debt		—		(5,516)
Accretion of asset retirement obligations		3,469		3,253
Share-based compensation (see Note 10)		1,374		730
Settlement of asset retirement obligations		(389)		(162)
Changes in operating assets and liabilities:
Accounts receivable		(4,269)		(8,851)
Prepaid expenses and other assets		(2,243)		3,002
Payables and accrued liabilities		9,310		13,505
Other		(589)		(408)
Net cash provided by operating activities		30,396		36,403
Cash flows from investing activities:
Additions to oil and gas properties		(12,901)		(11,528)
Additions to other property and equipment		—		(451)
Additions to restricted investments		(4,013)		0
Other		—		404
Net cash used in investing activities		(16,914)		(11,575)
Cash flows from financing activities:
Advances on revolving credit facility		5,000		—
Payments on revolving credit facility		(20,000)		(20,000)
Deferred financing costs		(60)		(25)
Shares withheld for taxes		(530)		(17)
Other		0		0
Net cash used in financing activities		(15,590)		(20,042)
Net change in cash and cash equivalents		(2,108)		4,786
Cash and cash equivalents, beginning of period		18,799		10,364
Cash and cash equivalents, end of period	$	16,691	$	15,150

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(In thousands)


	Stockholders' Equity (Deficit)
					Additional
	Common				Paid-in		Accumulated
	Stock		Warrants		Capital		Deficit		Total
Balance at December 31, 2021	$	382	$	4,788	$	425,066	$	(495,077)	$	(64,841)
Net income (loss)		0		0		0		(48,614)		(48,614)
Share-based compensation expense		0		0		518		0		518
Shares withheld for taxes		0		0		(66)		0		(66)
Other		2		0		(2)		0		0
Balance at March 31, 2022		384		4,788		425,516		(543,691)		(113,003)
Net income (loss)		0		0		0		29,220		29,220
Share-based compensation expense		0		0		856		0		856
Shares withheld for taxes		0		0		(464)		0		(464)
Expiration of warrants		0		(4,788)		4,788		0		0
Other		1		0		(1)		0		0
Balance at June 30, 2022	$	385	$	0	$	430,695	$	(514,471)	$	(83,391)


	Stockholders' Equity (Deficit)
					Additional		Accumulated
	Common				Paid-in		Earnings
	Stock		Warrants		Capital		(Deficit)		Total
Balance at December 31, 2020	$	378	$	4,788	$	424,104	$	(463,007)	$	(33,737)
Net income (loss)		0		0		0		(19,328)		(19,328)
Share-based compensation expense		0		0		(204)		0		(204)
Shares withheld for taxes		0		0		(5)		0		(5)
Other		3		0		(3)		0		0
Balance at March 31, 2021		381		4,788		423,892		(482,335)		(53,274)
Net income (loss)		0		0		0		(35,023)		(35,023)
Share-based compensation expense		0		0		934		0		934
Shares withheld for taxes		0		0		(12)		0		(12)
Balance at June 30, 2021	$	381	$	4,788	$	424,814	$	(517,358)	$	(87,375)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

General

Amplify Energy Corp. (“Amplify Energy,” “it” or the “Company”), is a publicly traded Delaware corporation ~~in which our~~whose common stock is listed on the NYSE under the symbol “AMPY.”

~~We operate in 1 reportable segment~~The Company is engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Our management evaluates performance based on one reportable business segment as the economic environments are not different within the operation of our oil and natural gas properties. Our assets consist primarily of producing oil and natural gas properties ~~and are~~ located in Oklahoma, the Rockies, federal waters offshore Southern California, East ~~Texas /~~ Texas/North Louisiana and the Eagle Ford. ~~Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.~~ 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

~~Our~~The Company’s accompanying Unaudited Condensed Consolidated Financial Statements ~~included herein~~include the accounts of the Company and its wholly owned subsidiaries which have been prepared ~~pursuant to~~in accordance with accounting principles generally accepted in the ~~rules and guidelines~~United States of America (“GAAP”). In the ~~SEC. The results reported in these Unaudited Condensed Consolidated Financial Statements should not necessarily be taken as indicative of results that may be expected for the entire year. In our~~Company’s opinion, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for fair presentation. ~~Although we believe the disclosures~~Material intercompany transactions and balances have been eliminated.

The results reported in these ~~financial statements~~Unaudited Condensed Consolidated Financial Statements are ~~adequate,~~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 ~~accounting principles generally accepted in the United States of America (“GAAP”)~~GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

~~Material intercompany transactions~~ Accordingly, the accompanying Unaudited Condensed Consolidated Financial Statements and ~~balances have been eliminated~~Notes should be read in ~~preparation of our consolidated~~conjunction with the Company’s annual financial ~~statements.~~statements included in its 2021 Form 10-K.

Use of Estimates

The preparation of the accompanying Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, oil and natural gas reserves; ~~depreciation, depletion and amortization of proved oil and natural gas properties; future cash flows from oil and natural gas properties; impairment of long-lived assets;~~ fair value ~~of derivatives; fair value of equity compensation; fair values of assets acquired~~estimates; revenue recognition; and ~~liabilities assumed in business combinations~~contingencies and ~~asset retirement obligations.~~insurance accounting.

Market Conditions and COVID-19

~~In March 2020,~~Since the ~~World Health Organization classified~~start of the ~~outbreak of~~ COVID-19 ~~as a pandemic. The nature of COVID-19 led~~pandemic, governments have tried to ~~worldwide shutdowns, reductions in commercial and interpersonal activity and changes in consumer behavior. In attempting to control~~slow the spread of ~~COVID-19, governments around~~ the ~~world imposed laws~~virus by imposing social distancing guidelines, travel restrictions and ~~regulations such as shelter-in-place~~stay-at-home orders, ~~quarantines, executive~~among other actions, which caused a significant decrease in activity in the global economy and the demand for oil and to a lesser extent natural gas and NGLs. As vaccines have become widely available, social distancing guidelines, travel restrictions and stay-at-home orders ~~and similar restrictions. As a result,~~have eased, activity in the global economy has ~~been marked by significant slowdown~~increased and ~~uncertainty, which in turn has led to a precipitous decline in commodity prices in response to decreased~~ demand further exacerbated by global energy storage shortages and by the price war among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) beginning in the first quarter of 2020. As of the first quarter of 2021, commodity prices have recovered to pre-pandemic levels, due in part to the accessibility of vaccines, reopening of economies after the lockdown, and optimism about the economic recovery. The continued spread of COVID-19, including vaccine resistant strains, or repeated deterioration infor oil, ~~and~~ natural gas ~~prices could result in additional adverse impacts on the Company's results~~and NGLs and related commodity pricing, has improved.

Table of ~~operations, cash flows and financial position, including further asset impairments.~~Contents

~~COVID-19 Relief Funding~~

~~Paycheck Protection Program~~.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~On June 22, 2021, KeyBank National Association (“KeyBank”) notified the Company that the loan under the Paycheck Protection Program (the “PPP Loan”) had been approved for full~~Additionally, oil, natural gas and complete forgiveness by the Small Business Association. For the three and six months ended June 30, 2021, the Company reported a gain on extinguishment of debt for $5.5 million for the PPP Loan forgiveness in the Unaudited Condensed Consolidated Statements of Operations. See Note 7 for additional information.

~~Employee Retention Credit.~~The Consolidated Appropriations Act extended and expanded the availability of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) employee retention credit through June 30, 2021. Subsequently, the American Rescue Plan Act of 2021 (the “ARP Act”), enacted on March 11, 2021, extended and expanded the availability of the employee retention credit through December 31, 2021, however, certain provisions applied only after December 31, 2020. This new legislation expanded the group of qualifying businesses to include businesses with fewer than 500 employees and those who previously qualified for the PPP Loan. The employee retention credit is calculated to be equal to 70% of qualified wages paid to employees after December 31, 2020, and before January 1, 2022. During calendar year 2021, a maximum of $10,000 in qualified wages for each employee per qualifying calendar quarter may be counted in determining the 70% credit. Therefore, the maximum tax credit that can be claimed by an eligible employer is $7,000 per employee per qualifying calendar quarter of 2021. The Company has determined that the qualifications for the credit were metNGLs prices increased in the first half of 2022 when compared to the same period of 2021 and, ~~second quarters of 2021.~~as a result, the Company experienced a significant increase in revenues. The Company ~~recognized a $2.8 million employee retention credit during~~continues to monitor the ~~three~~impact of the actions of the Organization of the Petroleum Exporting Countries and ~~six months ended June 30, 2021, which included an approximate $0.8 million credit~~other large producing nations, the Russia-Ukraine conflict, global inventories of oil and gas and the uncertainty associated with recovering oil demand, future monetary policy and governmental policies aimed at transitioning towards lower carbon energy. The Company expects prices for some or all of the commodities to ~~general~~remain volatile. Other factors such as the duration of the COVID-19 pandemic and ~~administrative expense~~the speed and ~~an approximate $2.0 million~~effectiveness of vaccine distributions or other medical advances to ~~lease operating expense in~~combat the ~~Unaudited Condensed Consolidated Statements~~virus may impact the recovery of ~~Operations.~~world economic growth and the demand for oil, natural gas and NGLs.

Note 2. Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies ~~and estimates~~ as described in the Company’s annual financial statements included in ~~our 2020~~its 2021 Form 10-K.

New Accounting Pronouncements

~~Reference Rate Reform.~~In March 2020, the Financial Accounting Standard Board (the “FASB”) issued an accounting standard update which provides optional expedients and expectations for applying GAAP to contracts, hedging relationships and other transactions to ease financial reporting burdens to the expected market transition from the London Interbank Offered Rate (“LIBOR”) or another reference rate to alternative reference rates. The amendments in this accounting standards update became effective on March 12, 2020, and an entity may elect to apply the amendments prospectively through December 31, 2022. The Company ~~notes no~~has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact ~~with applying this guidance.~~

~~Income Taxes – Simplifying~~on the ~~Accounting for Income Taxes~~. ~~In December 2019,~~financial statements unless otherwise disclosed, and the ~~FASB~~Company does not believe that there are any other new accounting pronouncements that have been issued an accounting standard update which simplified the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This accounting standards update removed the following exceptions: (i) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (ii) exception to the requirements to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (iii) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (iv) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in the accounting standards update also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The guidance became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance effective January 1, 2021, with all of the anticipated and applicable effects to be required on a prospective basis. The adoption of this guidance did notthat might have a material impact on ~~our consolidated financial statements.~~

~~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~~its financial position or results of ~~operations and cash flows.~~operations.

Note 3. Revenue

Revenue from Contracts with Customers

Revenue is recognized when the following five steps are completed: (1) identify the contract with the customer, (2) identify the performance obligation (promise) in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, (5) recognize revenue when the reporting organization satisfies a performance obligation.

The Company has determined that its contracts for the sale of crude oil, unprocessed natural gas, residue gas and NGLs contain monthly performance obligations to deliver product at locations specified in the contract. Control is transferred at the delivery location, at which point the performance obligation has been satisfied and revenue is recognized. Fees included in the contract that are incurred prior to control transfer are classified as gathering, processing and transportation, and fees incurred after control transfers are included as a reduction to the transaction price. The transaction price at which revenue is recognized consists entirely of variable consideration based on quoted market prices less various fees and the quantity of volumes delivered.

~~Oil and~~Disaggregation of Revenue

The Company has identified 3 material revenue streams in its business: oil, natural gas and NGLs. The following table presents the Company’s revenues are recorded using the sales method. Under this method, revenues are recognized based on actual volumes of oil and natural gas sold to purchasers, regardless of whether the sales are proportionate to our ownership in the property. An asset or a liability is recognized to the extent there is an imbalance in excess of the proportionate share of the remaining recoverable reserves on the underlying properties. No significant imbalances existed at June 30, 2021.disaggregated by revenue stream.


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

	(in thousands)
Revenues
Oil	$	58,918	$	56,510	$	111,292	$	106,205
NGLs		13,604		8,876		27,085		16,547
Natural gas		40,356		14,952		68,373		29,917
Oil and natural gas sales	$	112,878	$	80,338	$	206,750	$	152,669

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Disaggregation of Revenue~~

~~We have identified three material revenue streams in our business: oil, natural gas and NGLs. The following table presents our revenues disaggregated by revenue stream.~~

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

(in thousands)

Revenues

Oil
$
56,510

$
22,963

$
106,205

$
64,814

NGLs

8,876

3,343

16,547

8,465

Natural gas

14,952

8,582

29,917

19,396

Oil and natural gas sales
$
80,338

$
34,888

$
152,669

$
92,675

Contract Balances

Under ~~our~~the Company’s sales contracts, ~~we invoice~~the Company invoices customers once ~~our~~its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, ~~our~~the Company’s contracts do not give rise to contract assets or liabilities. Accounts receivable attributable to ~~our~~the Company’s revenue contracts with customers was ~~$34.9~~$48.5 million at June 30, ~~2021~~2022 and ~~$25.6~~$32.4 million at December 31, ~~2020.~~2021.

Note 4. Fair Value Measurements of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). All the derivative instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets were considered Level 2.

The carrying values of accounts receivables, accounts payables (including accrued liabilities), restricted investments and amounts outstanding under long-term debt agreements with variable rates included in the accompanying Unaudited Condensed Consolidated Balance Sheets approximated fair value at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy. These assets and liabilities are not presented in the following tables.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were based on estimated forward commodity prices. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement in its entirety. The significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 for each of the fair value hierarchy levels:


	Fair Value Measurements at June 30, 2022
					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Market		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Fair Value

	(In thousands)
Assets:
Commodity derivatives	$	0	$	13,281	$	0	$	13,281
Interest rate derivatives		0		527		0		527
Total assets	$	0	$	13,808	$	0	$	13,808

Liabilities:
Commodity derivatives	$	0	$	107,901	$	0	$	107,901
Interest rate derivatives		0		0		0		0
Total liabilities	$	0	$	107,901	$	0	$	107,901

Fair Value Measurements at June 30, 2021 Using

Quoted Prices in

Significant Other

Significant

Active Market

Observable Inputs

Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

Fair Value

(In thousands)

Assets:

Commodity derivatives
$
0

$
5,295

$
0

$
5,295

Interest rate derivatives

0

0

0

0

Total assets
$
0

$
5,295

$
0

$
5,295

Liabilities:

Commodity derivatives
$
0

$
84,336

$
0

$
84,336

Interest rate derivatives

0

1,769

0

1,769

Total liabilities
$
0

$
86,105

$
0

$
86,105

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Fair Value Measurements at December 31, 2021
					Significant
	Quoted Prices in		Significant Other		Unobservable
	Active Market		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Fair Value

	(In thousands)
Assets:
Commodity derivatives	$	0	$	7,967	$	0	$	7,967
Interest rate derivatives		0		0		0		0
Total assets	$	0	$	7,967	$	0	$	7,967

Liabilities:
Commodity derivatives	$	0	$	70,152	$	0	$	70,152
Interest rate derivatives		0		623		0		623
Total liabilities	$	0	$	70,775	$	0	$	70,775

Fair Value Measurements at December 31, 2020 Using

Quoted Prices in

Significant Other

Significant

Active Market

Observable Inputs

Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

Fair Value

(In thousands)

Assets:

Commodity derivatives
$
0

$
15,449

$
0

$
15,449

Interest rate derivatives

0

0

0

0

Total assets
$
0

$
15,449

$
0

$
15,449

Liabilities:

Commodity derivatives
$
0

$
23,495

$
0

$
23,495

Interest rate derivatives

0

2,752

0

2,752

Total liabilities
$
0

$
26,247

$
0

$
26,247

See Note 5 for additional information regarding ~~our~~the Company’s derivative instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are reported at fair value on a nonrecurring basis, as reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets. The following methods and assumptions are used to estimate the fair values:

•

●

The fair value of asset retirement obligations (“AROs”) is based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding factors such as the existence of a legal obligation for an ARO; amounts and timing of settlements; the credit-adjusted risk-free rate; and inflation rates. The initial fair value estimates are based on unobservable market data and are classified within Level 3 of the fair value hierarchy. See Note 6 for a summary of changes in AROs.

•

●

Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties. The Company uses an income approach based on the discounted cash flow method, whereby the present value of expected future net cash flows is discounted by applying an appropriate discount rate, for purposes of placing a fair value on the assets. The future cash flows are based on management’s estimates for the future. The unobservable inputs used to determine fair value include, but are not limited to, estimates of proved reserves, estimates of probable reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties (some of which are Level 3 inputs within the fair value hierarchy).

•

●

NaN impairment expense recorded on proved oil and natural gas properties during the three and six months ended June 30, 2022 and 2021.

•

For the six months ended June 30, 2020, we recognized $405.7 million of impairment expense on our proved oil and natural gas properties. These impairments related to certain properties located in East Texas, the Rockies and offshore Southern California. The estimated future cash flows expected from these properties were compared to their carrying values and determined to be unrecoverable primarily as a result of declining commodity prices. The impairments were due to a decline in the value of estimated proved reserves based on declining commodity prices in 2020.

•

Unproved oil and natural gas properties are reviewed for impairment based on time or geological factors. Information such as drilling results, reservoir performance, seismic interpretation or future plans to develop acreage is also considered.

•

~~NaN~~ ~~impairment expense recorded on unproved oil and natural gas properties during the three and six months ended June 30, 2021.~~

•

We recognized $49.3 million of impairment expense on unproved properties for the six months ended June 30, 2020, which was related to expiring leases and the evaluation of qualitative and quantitative factors related to the decline in commodity prices in 2020.

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 ~~from production~~ and borrowing related activities. These instruments limit exposure to declines in prices but also limit the benefits that would be realized if prices increase.

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Certain inherent business risks are associated with commodity derivative contracts, including market risk and credit risk. Market risk is the risk that the price of natural gas or oil will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by the counterparty to a contract. It is ~~our~~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 ~~our~~the Company’s current credit agreements are counterparties to ~~our~~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. ~~We have~~The Company has also entered into International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with each of ~~our~~its counterparties. The terms of the ISDA Agreements provide usthe Company and each of ~~our~~its counterparties with rights of set-off upon the occurrence of defined acts of default by either usthe Company or ~~our~~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 ~~our~~the Company’s Revolving Credit ~~Facility.~~Facility (as defined below).

Commodity Derivatives

WeThe 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. ~~We recognize~~The Company recognizes all derivative instruments at fair value.

~~We enter~~The Company enters into natural gas derivative contracts that are indexed to NYMEX-Henry Hub. WeThe Company also ~~enter~~enters into oil derivative contracts indexed to NYMEX-WTI. ~~Our~~The Company’s NGL derivative contracts are primarily indexed to OPIS Mont Belvieu.

~~In April 2020, the Company monetized a portion~~16

Table of ~~its 2021 crude oil hedges for total cash proceeds of approximately $18.0 million.~~ Contents

~~At June 30, 2021, we had the following open commodity positions:~~

Remaining

2021

2022

2023

Natural Gas Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (MMBtu)

970,000

695,000

0

Weighted-average fixed price
$
2.49

$
2.56

$
0

Collar contracts:

Two-way collars

Average monthly volume (MMBtu)

830,000

595,000

140,000

Weighted-average floor price
$
2.06

$
2.37

$
2.40

Weighted-average ceiling price
$
3.28

$
3.09

$
2.91

Natural Gas Basis Swaps:

PEPL basis swaps:

Average monthly volume (MMBtu)

500,000

0

0

Weighted-average spread
$
(0.40
)

$
0

$
0

Crude Oil Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (Bbls)

172,500

99,000

55,000

Weighted-average fixed price
$
49.37

$
55.68

$
57.30

Collar contracts:

Two-way collars

Average monthly volume (Bbls)

0

7,500

0

Weighted-average floor price
$
0

$
55.00

$
0

Weighted-average ceiling price
$
0

$
60.25

$
0

Three-way collars

Average monthly volume (Bbls)

72,500

89,000

30,000

Weighted-average ceiling price
$
50.36

$
55.55

$
67.15

Weighted-average floor price
$
40.00

$
42.92

$
55.00

Weighted-average sub-floor price
$
30.00

$
32.58

$
40.00

NGL Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (Bbls)

20,300

0

0

Weighted-average fixed price
$
23.74

$
0

$
0

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At June 30, 2022, the Company had the following open commodity positions:


	2022		2023
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (MMBtu)		695,000		0
Weighted-average fixed price	$	2.56	$	0

Collar contracts:
Two-way collars
Average monthly volume (MMBtu)		775,000		1,160,000
Weighted-average floor price	$	2.56	$	3.49
Weighted-average ceiling price	$	3.44	$	5.92

Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (Bbls)		57,000		55,000
Weighted-average fixed price	$	48.27	$	57.30

Collar contracts:
Two-way collars
Average monthly volume (Bbls)		15,000		0
Weighted-average floor price	$	60.00	$	0
Weighted-average ceiling price	$	71.00	$	0

Three-way collars
Average monthly volume (Bbls)		89,000		30,000
Weighted-average ceiling price	$	55.55	$	67.15
Weighted-average floor price	$	42.92	$	55.00
Weighted-average sub-floor price	$	32.58	$	40.00

Interest Rate Swaps

Periodically, ~~we enter~~the Company enters into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates such as those in ~~our~~its Revolving Credit ~~Agreement~~Facility to fixed interest rates. At June 30, ~~2021, we~~2022, the Company had the following interest rate swap open positions:

	Remaining
	2021			2022

							Remaining
							2022
Average Monthly Notional (in thousands)	$	125,000		$	75,000		$	75,000
Weighted-average fixed rate		1.612	%		1.281	%		1.281	%
Floating rate	1 Month LIBOR			1 Month LIBOR				1 Month LIBOR

Balance Sheet Presentation

The following table summarizes both: (i) the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the balance sheet and (ii) the net recorded fair value as reflected on the balance sheet at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. There was no cash collateral received or pledged associated with ~~our~~the Company’s derivative instruments since most of ~~the~~its counterparties, or certain of ~~their~~its affiliates, to ~~our~~its derivative contracts are lenders under ~~our~~its Revolving Credit Facility.

Asset Derivatives

Liability
Derivatives

Asset Derivatives

Liability
Derivatives

June 30,

June 30,

December 31,

December 31,

Type

Balance Sheet Location

2021

2021

2020

2020

(In thousands)

Commodity contracts

Short-term derivative instruments

$
1,172

$
62,901

$
6,088

$
15,007

Interest rate swaps

Short-term derivative instruments

0

1,342

0

1,905

Gross fair value

1,172

64,243

6,088

16,912

Netting arrangements

(1,172
)

(1,172
)

(6,088
)

(6,088
)
Net recorded fair value

Short-term derivative instruments

$
0

$
63,071

$
0

$
10,824

Commodity contracts

Long-term derivative instruments

$
4,124

$
21,436

$
9,361

$
8,488

Interest rate swaps

Long-term derivative instruments

0

427

0

847

Gross fair value

4,124

21,863

9,361

9,335

Netting arrangements

(4,124
)

(4,124
)

(8,488
)

(8,488
)
Net recorded fair value

Long-term derivative instruments

$
0

$
17,739

$
873

$
847

Table of Contents

~~(Gains) Losses~~AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


		Asset		Liability		Asset		Liability
		Derivatives		Derivatives		Derivatives		Derivatives
		June 30,		June 30,		December 31,		December 31,
Type	Balance Sheet Location	2022		2022		2021		2021

		(In thousands)
Commodity contracts	Short-term derivative instruments	$	9,708	$	89,669	$	4,804	$	57,325
Interest rate swaps	Short-term derivative instruments		527		0		0		623
Gross fair value			10,235		89,669		4,804		57,948
Netting arrangements			(9,708)		(9,708)		(4,804)		(4,804)
Net recorded fair value	Short-term derivative instruments	$	527	$	79,961	$	0	$	53,144

Commodity contracts	Long-term derivative instruments	$	3,573	$	18,232	$	3,163	$	12,827
Interest rate swaps	Long-term derivative instruments		0		0		0		0
Gross fair value			3,573		18,232		3,163		12,827
Netting arrangements			(3,573)		(3,573)		(3,163)		(3,163)
Net recorded fair value	Long-term derivative instruments	$	0	$	14,659	$	0	$	9,664

Loss (Gain) on ~~Derivatives~~Derivative Instruments

~~We do~~The Company does not designate derivative instruments as hedging instruments for accounting and financial reporting purposes. Accordingly, all gains and losses, including changes in the derivative instruments’ fair values, have been recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations. The following table details the gains and losses related to derivative instruments for the periods indicated (in thousands):

		For the Three Months Ended				For the Six Months Ended
	Statements of	June 30,				June 30,
	Operations Location	2021		2020		2021			2020

													For the Three Months Ended					For the Six Months Ended
												Statements of	June 30,					June 30,
												Operations Location	2022			2021		2022		2021
Commodity derivative contracts	(Gain) loss on commodity derivatives	$	63,898	$	19,165	$	98,486		$	(88,548	)	Loss (gain) on commodity derivatives	$	18,571	��	$	63,898	$	111,975	$	98,486
(Gain) loss on interest rate derivatives	Interest expense, net		18		438		(44	)		4,054		Interest expense, net		(286)			18		(843)		(44)

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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 six months ended June 30, ~~2021~~2022 (in thousands):


Asset retirement obligations at beginning of period	$	103,414
Liabilities added from acquisition or drilling		20
Liabilities settled		(389)
Liabilities removed upon sale of wells		—
Accretion expense		3,469
Revision of estimates		97
Asset retirement obligation at end of period		106,611
Less: Current portion		1,257
Asset retirement obligations - long-term portion	$	105,354

Asset retirement obligations at beginning of period
$
97,149

Liabilities added from acquisition or drilling

29

Liabilities settled

(162
)
Liabilities removed upon sale of wells

(113
)
Accretion expense

3,253

Revision of estimates

3

Asset retirement obligation at end of period

100,159

Less: Current portion

(747
)
Asset retirement obligations - long-term portion
$
99,412

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Long-Term Debt

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


	June 30,		December 31,
	2022		2021

	(In thousands)
Revolving Credit Facility (1)	$	215,000	$	230,000
Total long-term debt	$	215,000	$	230,000

June 30,

December 31,

2021

2020

(In thousands)

Revolving Credit Facility (1)
$
235,000

$
255,000

Paycheck Protection Program loan (2)

0

5,516

Total long-term debt
$
235,000

$
260,516

(1)

The carrying amount of ~~our~~the Company’s Revolving Credit Facility approximates fair value because the interest rates are variable and reflective of market rates.

~~(2)~~

~~See below for additional information regarding the receipt and forgiveness of the paycheck protection program loan.~~

Revolving Credit Facility

~~Amplify Energy Operating LLC, our~~OLLC, the Company’s wholly owned subsidiary, ~~(“OLLC”),~~ is a party to a reserve-based revolving credit facility (the “Revolving Credit Facility”), subject to a borrowing base of ~~$245.0~~$225.0 million as of June 30, ~~2021,~~2022, which is guaranteed by usthe Company and all of ~~our~~its current subsidiaries. The Revolving Credit Facility matures on November 2, 2023. ~~Our~~The Company’s borrowing base under ~~our~~its Revolving Credit Facility is subject to redetermination on at least a semi-annual basis, primarily based on a reserve engineering report.

On June 16, 2021, the Company completed its scheduled semi-annual borrowing base redetermination process, pursuant to which the borrowing base under the Revolving Credit Facility was decreased from $260.0 million to $245.0 million. In addition to the redetermination, the administrative agent under the Revolving Credit Facility agreement was changed from Bank of Montreal to KeyBank.

As of June 30, ~~2021, we were~~2022, the Company was in compliance with all the financial (current ratio and total leverage ratio) and ~~other~~non-financial covenants associated with ~~our~~its Revolving Credit Facility.

On June 20, 2022, OLLC entered into the Borrowing Base Redetermination Agreement and Sixth Amendment to Credit Agreement, among OLLC, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (the “Sixth Amendment”). The Sixth Amendment amends the Revolving Credit Facility to, among other things:

●

terminate the automatic monthly reductions of the borrowing base;

●

reaffirm the borrowing base under the Revolving Credit Facility at $225.0 million; and

●

modify the affirmative hedging covenant.

The Fall 2021 semi-annual borrowing base redetermination in November 2021, resulted in (1) the reaffirmation of the $245.0 million borrowing base and (2) subsequent reductions to the borrowing base of $5.0 million per month beginning February 28, 2022 and continuing until the completion of the next regularly scheduled redetermination. The Company completed the regularly scheduled redetermination in June 2022.

Weighted-Average Interest Rates

The following table presents the weighted-average interest rates paid, excluding commitment fees, on ~~our~~the Company’s consolidated variable-rate debt obligations for the periods presented:

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Revolving Credit Facility
3.65%

3.12%

3.66%

3.55%


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revolving Credit Facility	4.54	%	3.65	%	4.16	%	3.66	%

Letters of Credit

At June 30, ~~2021, we~~2022, the Company had 0 letters of credit outstanding.

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with ~~our~~the Company’s Revolving Credit Facility was ~~$1.2~~$0.7 million at June 30, ~~2021.~~

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

2022.

Paycheck Protection Program

On April 24, 2020, the Company received a $5.5 million ~~PPP Loan.~~from the Paycheck Protection Program (the “PPP Loan”). The PPP Loan was established as part of the ~~CARES~~Coronavirus Aid, Relief, and Economic Security Act to provide loans to qualifying businesses. The PPP Loan was not part of the Revolving Credit Facility as described above. The loan and accrued interest were potentially forgivable provided that the borrower uses the loan proceeds for eligible purposes. The term of the Company’s PPP Loan was two years with an annual interest rate of 1% and 0 payments of principal or interest due during the six-month period beginning on the date of the PPP Loan. The Company applied for forgiveness of the amount due on the PPP Loan based on spending the loan proceeds on eligible expenses as defined by the statute. On June 22, 2021, KeyBank notified the Company that the PPP Loan had been approved for full and complete forgiveness by the Small Business Association. For the three and six months ended June 30, 2021, the ~~company~~Company reported a gain on extinguishment of debt of $5.5 million for the PPP Loan forgiveness in the Unaudited Condensed Consolidated Statements of Operations.

Note 8. Equity (Deficit)

Common Stock

The Company’s authorized capital stock includes 250,000,000 shares of common stock, $0.01 par value per share. The following is a summary of the changes in ~~our~~the Company’s common stock issued for the six months ended June 30, ~~2021:~~2022:


	~~Common Stock~~	Common Stock
Balance, December 31, ~~2020~~2021		~~37,663,509~~38,024,142
Issuance of common stock		—
Restricted stock units vested		~~29,621~~
~~Bonus stock awards (1)~~		~~455,973~~	399,930
Shares withheld for taxes ~~(2)~~(1)		~~(161,958~~	)(92,704)
Balance, June 30, ~~2021~~2022		~~37,987,145~~	38,331,368

(1)

~~Reflects shares granted to certain executive officers and employees pursuant to our annual incentive bonus program. Shares were granted on February 12, 2021 at a grant price of $2.48 per share.~~

~~(2)~~

Represents the net settlement on vesting of restricted stock necessary to satisfy the minimum statutory tax withholding ~~requirements~~requirements..

Warrants

On May 4, 2017, Legacy Amplify entered into a warrant agreement with American Stock Transfer & Trust Company, LLC, as warrant agent, pursuant to which Legacy Amplify issued warrants to purchase up to 2,173,913 shares of Legacy Amplify’s common stock, exercisable for a five-year period commencing on May 4, 2017 at an exercise price of $42.60 per share. The warrants expired on May 4, 2022.

~~Cash Dividend Payment~~

~~On March 3, 2020, our board~~20

Table of directors approved a dividend of $0.10 per share of outstanding common stock or $3.8 million in aggregate, which was paid on March 30, 2020, to stockholders of record at the close of business on March 16, 2020. The board of directors subsequently suspended quarterly dividends. Future dividends, if any, are subject to debt covenants under our Revolving Credit Facility and discretionary approval by the board of directors.Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Earnings per Share

The following sets forth the calculation of earnings (loss) per share, or EPS, for the periods indicated (in thousands, except per share amounts):


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Net income (loss)	$	29,220	$	(35,023)	$	(19,394)	$	(54,351)
Less: Net income allocated to participating securities		1,402		0		0		0
Basic and diluted earnings available to common stockholders	$	27,818	$	(35,023)	$	(19,394)	$	(54,351)

Common shares:
Common shares outstanding — basic		38,330		37,983		38,256		37,907
Dilutive effect of potential common shares		0		0		0		0
Common shares outstanding — diluted		38,330		37,983		38,256		37,907

Net earnings (loss) per share:
Basic	$	0.73	$	(0.92)	$	(0.51)	$	(1.43)
Diluted	$	0.73	$	(0.92)	$	(0.51)	$	(1.43)
Antidilutive warrants (1)		—		2,174		—		2,174

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Net loss
$
(35,023
)

$
(41,336
)

$
(54,351
)

$
(408,535
)
Less: Net income allocated to participating restricted stockholders

0

0

0

0

Basic and diluted earnings available to common stockholders
$
(35,023
)

$
(41,336
)

$
(54,351
)

$
(408,535
)

Common shares/units:

Common shares outstanding — basic

37,983

37,595

37,907

37,582

Dilutive effect of potential common shares

0

0

0

0

Common shares outstanding — diluted

37,983

37,595

37,907

37,582

Net earnings (loss) per share:

Basic
$
(0.92
)

$
(1.10
)

$
(1.43
)

$
(10.87
)
Diluted
$
(0.92
)

$
(1.10
)

$
(1.43
)

$
(10.87
)
Antidilutive warrants (1)

2,174

2,174

2,174

2,174

(1)	Amount represents warrants to purchase common stock that are excluded from the diluted net earnings per share calculations because of their antidilutive effect.

Note 10. Long-Term Incentive Plans

In May 2021, the shareholders approved a new Equity Incentive Plan (“EIP”) in which the Legacy Amplify Management Incentive Plan (the “Legacy Amplify MIP”) and the Legacy Amplify 2017 Non-Employee Directors Compensation Plan (the “Legacy Amplify Non-Employee Directors Compensation Plan”) were replaced by the EIP and no further awards will be allowed to be granted under the Legacy Amplify MIP or the Legacy Amplify Non-Employee Directors Compensation Plan. As of June 30, ~~2021,~~2022, an aggregate of ~~2,802,856~~1,553,416 shares were available for future grants under the EIP.

Restricted Stock Units

Restricted Stock Units with Service Vesting Condition

The restricted stock units with service vesting conditions (“TSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with the TSUs was ~~$2.7~~$4.2 million at June 30, ~~2021. We expect~~2022. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately ~~1.7~~2.3 years.

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information regarding the TSUs granted under the ~~Legacy Amplify MIP~~EIP for the period presented:


		Weighted-
		Average Grant-
	Number of	Date Fair Value
	Units	per Unit (1)
TSUs outstanding at December 31, 2021	1,074,420	$	3.66
Granted (2)	844,676	$	3.64
Forfeited	(24,375)	$	3.52
Vested	(347,502)	$	3.62
TSUs outstanding at June 30, 2022	1,547,219	$	3.66

Weighted-

Average Grant

Number of

-Date Fair Value

Units

per Unit (1)

TSUs outstanding at December 31, 2020

115,797

$
4.47

Granted (2)

872,588

$
3.52

Forfeited

(1,244
)

$
5.12

Vested

(24,056
)

$
3.91

TSUs outstanding at June 30, 2021

963,085

$
3.62

(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 six months ended June 30, ~~2021~~2022 was $3.1 million based on a grant date market price ~~of $3.52~~at $3.64 per share.

Restricted Stock Units with Market and Service Vesting Conditions

The restricted stock units with market and service vesting conditions (“PSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. As such, the Company recognizes compensation cost over the requisite service period for each separately vesting tranche of the award as though the award were, in substance, multiple awards. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost related to the PSUs was less than $0.1 million at June 30, ~~2021. We expect~~2022. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately ~~1.4~~0.9 years.

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The PSUs will vest based on the satisfaction of service and market vesting conditions, with market vesting based on the Company’s achievement of certain share price targets. The PSUs are subject to service-based vesting such that 50% of the PSUs service vest on the applicable market vesting date and an additional 25% of the PSUs service vest on each of the first and second anniversaries of the applicable market vesting date.

In the event of a qualifying termination, subject to certain conditions, (i) all PSUs that have satisfied the market vesting conditions will fully service vest, upon such termination, and (ii) if the termination occurs between the second and third anniversaries of the grant date, then PSUs that have not market vested as of the termination will market vest to the extent that the share targets (in each case, reduced by $0.25) are achieved as of such termination. Subject to the foregoing, any unvested PSUs will be forfeited upon termination of employment.

A Monte Carlo simulation was used in order to determine the fair value of these awards at the grant date.

The following table summarizes information regarding the PSUs granted under the ~~Legacy Amplify MIP~~EIP for the period presented:


		Weighted-
		Average Grant-
	Number of	Date Fair Value
	Units	per Unit (1)
PSUs outstanding at December 31, 2021	65,940	$	2.87
Granted	0	$	0
Forfeited	(8,864)	$	2.11
Vested	0	$	0
PSUs & outstanding at June 30, 2022	57,076	$	2.99

Weighted-

Average Grant

Number of

-Date Fair Value

Units

per Unit (1)

PSUs outstanding at December 31, 2020

214,554

$
2.36

Granted

0

$
0

Forfeited

(3,732
)

$
2.11

Vested

0

$
0

PSUs outstanding at June 30, 2021

210,822

$
2.36

(1)

Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units with Market Vesting Conditions

The restricted stock units with performance-based vesting conditions (“PRSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. As such, the Company recognizes compensation cost over the requisite service period for each separately vesting tranche of the award as though the award were, in substance, multiple awards. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense.

The 2022 PRSUs ~~are~~were issued ~~collectively in separate tranches~~ with ~~individual performances periods~~a three year vesting period beginning ~~in January 2021, 2022,~~on the grant date and ~~2023 respectively. For each~~ending on the third anniversary 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 period January 1, 2021 through December 31, 2021; 25% able to vest during the period January 1, 2022 through December 31, 2022 and 50% able to vest during the period of January 1, 2023 through December 31, 2023.grant date. Vesting of PRSUs can range from 0 to 200% of the target units granted based on the Company’s relative total shareholder return as compared to the total shareholder return of the Company’s performance peer group over the performance period. The fair value of each PRSU award was estimated on their grant dates using a Monte Carlo simulation. The unrecognized cost associated with the PRSUs was ~~$0.3~~$1.2 million at June 30, ~~2021. We expect~~2022. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately ~~2.1~~2.4 years.

The 2021 PRSUs awards were issued collectively in separate tranches with individual performances periods beginning in January 2021, 2022, and 2023 respectively. For each of the 2021 PRSUs awards the performance period, will vest based on the percentage of the target PRSUs subject to the performance vesting condition, with 25% able to vest during the period January 1, 2021 through December 31, 2021; 25% able to vest during the period January 1, 2022 through December 31, 2022 and 50% able to vest during the period of January 1, 2023 through December 31, 2023.

The ranges for the assumptions used in the Monte Carlo model for the PRSUs granted during ~~2021~~2022 are presented as follows:


	~~2021~~	2022
Expected volatility		~~119.6~~120.8	%
Dividend yield		0.00	%
Risk-free interest rate		~~0.31~~1.38	%

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The following table summarizes information regarding the PRSUs granted under the ~~Legacy Amplify MIP~~EIP for the period presented:


		Weighted-
		Average Grant-
	Number of	Date Fair Value
	Units	per Unit (1)
PRSUs outstanding at December 31, 2021	196,377	$	1.94
Granted (2)	189,904	$	6.20
Forfeited	0	$	0
Vested	(49,095)	$	1.24
PRSUs outstanding at June 30, 2022	337,186	$	4.44

Number of Units

Weighted-Average Grant-Date Fair Value per Unit (1)

PRSUs outstanding at December 31, 2020

0

$
0

Granted (2)

196,377

$
1.94

Forfeited

0

$
0

Vested

0

$
0

PRSUs outstanding at June 30, 2021

196,377

$
1.94

(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 six months ended June 30, ~~2021~~2022 was ~~$0.4~~$1.2 million based on a ~~grant-date market~~calculated fair value price ~~ranging from $1.24 to $2.63~~at $6.20 per share.

2017 Non-Employee Directors Compensation Plan

In June 2017, Legacy Amplify implemented the Legacy Amplify Non-Employee Directors Compensation Plan to attract and retain the services of experienced non-employee directors of Legacy Amplify or its subsidiaries. In connection with the closing of the merger, on August 6, 2019, the Company assumed the Legacy Amplify Non-Employee Directors Compensation Plan. As noted above, the Legacy Amplify Non-Employee Directors Compensation Plan was replaced by the EIP in May 2021.

Table of Contents

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The restricted stock units with a service vesting condition (“Board RSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with restricted stock unit awards was less than $0.1 million at June 30, 2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 0.8 years.

~~The following table summarizes information regarding the Board RSUs granted under the Legacy Amplify Non-Employee Directors Compensation Plan for the period presented:~~


		Weighted-
		Average Grant-
	Number of	Date Fair Value
	Units	per Unit (1)
Board RSUs outstanding at December 31, 2021	3,333	$	5.12
Granted	—	$	—
Forfeited	—	$	—
Vested	(3,333)	$	5.12
Board RSUs outstanding at June 30, 2022	—	$	—

Weighted-

Average Grant

Number of

-Date Fair Value

Units

per Unit (1)

Board RSUs outstanding at December 31, 2020

8,898

$
5.12

Granted

0

$
0

Forfeited

0

$
0

Vested

(5,565
)

$
5.12

Board RSUs outstanding at June 30, 2021

3,333

$
5.12

(1)

Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.

Compensation Expense

The following table summarizes the amount of recognized compensation expense associated with the ~~Legacy Amplify MIP and Legacy Amplify Non-Employee Directors Compensation Plan,~~EIP, which are reflected in the accompanying Unaudited Condensed Consolidated Statements of Operations for the periods presented (in thousands):

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Equity classified awards

TSUs

582

(6
)

657

125

PSUs

16

5

39

10

Board RSUs

4

2

8

40

PRSUs
$
89

$
0

$
89

$
0

$
691

$
1

$
793

$
175


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Equity classified awards
TSUs		690		582		1,281		657
PSUs and PRSUs		164		105		217		128
Board RSUs		1		4		5		8
	$	855	$	691	$	1,503	$	793

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 11. Leases

~~For the quarter ended June 30, 2021, our leases qualify as operating leases and we did not have any existing or new leases qualifying as financing leases or variable leases. We have~~The Company has leases for office space and equipment in ~~our~~its corporate office and operating regions as well as warehouse space, vehicles, compressors and surface rentals related to ~~our~~its business operations. In addition, ~~we have~~the Company has offshore Southern California pipeline right-of-way use agreements. Most of ~~our~~the Company’s leases, other than ~~our~~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 ~~our~~the Company’s leases can be terminated with 30-day prior written notice. The majority of ~~our~~its month-to-month leases are not included as a lease liability in ~~our~~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 June 30, 2022, all of the Company’s leases qualified as operating leases and it did not have any existing or new leases qualifying as financing leases or variable leases.

~~Our~~The Company’s corporate office lease does not provide an implicit rate. To determine the present value of the lease payments, ~~we use our~~the Company uses its incremental borrowing rate based on the information available at the inception date. To determine the incremental borrowing rate, ~~we apply~~the Company applies a portfolio approach based on the applicable lease terms and the current economic environment. ~~We use~~The Company uses a reasonable market interest rate for ~~our~~its office equipment and vehicle leases.

For the six months ended June 30, 2022 and 2021, ~~and 2020, we~~the Company recognized approximately ~~$1.2~~$0.7 million and $1.2 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Six Months Ended

June 30,

2021

2020

(In thousands)

Non-cash amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases
$
729

$
877


	For the Six Months Ended
	June 30,
	2022		2021

	(In thousands)
Non-cash amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,874	$	729

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

June 30,

December 31,

2021

2020

(In thousands)

Right-of-use asset
$
1,771

$
2,500

Lease liabilities:

Current lease liability

1,480

2,258

Long-term lease liability

301

266

Total lease liability
$
1,781

$
2,524


	June 30,		December 31,
	2022		2021

	(In thousands)
Right-of-use asset	$	6,589	$	2,716

Lease liabilities:
Current lease liability		583		777
Long-term lease liability		6,297		2,017
Total lease liability	$	6,880	$	2,794

The following table reflects the Company’s maturity analysis of the minimum lease payment obligations under non-cancelable operating leases with a remaining term in excess of one year (in thousands):

Office leases

Leased vehicles and office equipment

Total

Remaining 2021
$
816

$
370

$
1,186

2022

140

290

430

2023

0

195

195

2024 and thereafter

0

14

14

Total lease payments

956

869

1,825

Less: interest

16

28

44

Present value of lease liabilities
$
940

$
841

$
1,781


		Office and	Leased vehicles
		warehouse	and office
	leases		equipment		Total
Remaining 2022	$	655	$	157	$	812
2023		1,311		304		1,615
2024		1,311		95		1,406
2025		1,311		16		1,327
2026 and thereafter		3,390		0		3,390
Total lease payments		7,978		572		8,550
Less: interest	��	1,641		29		1,670
Present value of lease liabilities	$	6,337	$	543	$	6,880

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


	June 30,
	2022		2021
Weighted average remaining lease term (years):
Office and warehouse space	5.92		0.30
Vehicles	0.10		0.77
Office equipment	0.06		0.02
Weighted average discount rate:
Office leases	5.60	%	2.57	%
Vehicles	0.16	%	1.57	%
Office equipment	0.15	%	0.14	%

June 30,

2021

2020

Weighted average remaining lease term (years):

Office leases

0.30

1.10

Vehicles

0.77

0.53

Office equipment

0.02

0.06

Weighted average discount rate:

Office leases

2.57
%

3.49
%
Vehicles

1.57
%

0.94
%
Office equipment

0.14
%

0.17
%

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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):

	June 30,		December 31,
	2021		2020

					June 30,		December 31,
					2022		2021
Accrued liability - pipeline incident					$	15,994	$	34,417
Accrued lease operating expense	$	7,725	$	8,978		9,226		9,271
Accrued capital expenditures		5,376		173		7,430		1,631
Accrued production and ad valorem tax						5,999		3,277
Accrued commitment fee and other expense		3,719		4,404		5,164		2,882
Accrued production and ad valorem tax		3,612		2,601
Accrued general and administrative expense		3,051		3,349		3,186		4,555
Asset retirement obligations						1,257		1,016
Operating lease liability		1,480		2,258		583		777
Asset retirement obligations		747		424
Accrued current income taxes		0		110
Other		350		380		65		—
Accrued liabilities	$	26,060	$	22,677	$	48,904	$	57,826

Accounts Receivable

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


	June 30,		December 31,
	2022		2021
Oil and natural gas receivables	$	48,492	$	32,428
Insurance receivable - pipeline incident		26,485		55,765
Joint interest owners and other		4,472		5,409
Total accounts receivable		79,449		93,602
Less: allowance for doubtful accounts		(1,641)		(1,635)
Total accounts receivable, net	$	77,808	$	91,967

Supplemental Cash Flows

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


	For the Six Months Ended
	June 30,
	2022		2021
Supplemental cash flows:
Cash paid for interest, net of amounts capitalized	$	4,502	$	4,429
Cash paid for reorganization items, net		0		6
Cash paid for taxes		35		—

Noncash investing and financing activities:
Increase (decrease) in capital expenditures in payables and accrued liabilities		7,605		5,203

For the Six Months Ended

June 30,

2021

2020

Supplemental cash flows:

Cash paid for interest, net of amounts capitalized
$
4,429

$
5,380

Cash paid for reorganization items, net

6

351

Cash paid for taxes

0

85

Noncash investing and financing activities:

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

5,203

(3,618
)

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Related Party Transactions

Related Party Agreements

There have been 0 transactions between usthe Company and any related person in which the related person had a direct or indirect material interest for the three orand six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

~~AMPLIFY ENERGY CORP.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 14. Commitments and Contingencies

Litigation and Environmental

~~We are not aware~~As of June 30, 2022, the Company had no material contingent liabilities recorded in its Unaudited Condensed Consolidated Financial Statements associated with any litigation, pending or threatened, that we believe will have a material adverse effect on our financial position, results of operations or cash flows; however, cash flow could be significantly impacted in the reporting periods in which such matters are resolved.threatened.

Although ~~we are~~the Company is insured against various risks to the extent ~~we believe~~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 usit against liabilities arising from future legal proceedings.

At June 30, ~~2021~~2022 and December 31, ~~2020, we~~2021, the Company had 0 environmental reserves recorded ~~on our~~in its Unaudited Condensed Consolidated Balance Sheet.

Southern California Pipeline Incident

The Company and certain of its subsidiaries are named defendants in a putative class action pending in the United States District Court for the Central District of California. The plaintiffs seek unspecified monetary damages and certain forms of injunctive relief. The Company is also participating in a related claims process organized under the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq. (“OPA 90”). Under OPA 90, a party alleged to be responsible for a discharge of oil is required to establish a claims process to pay for interim costs and damages as a result of the discharge. The OPA 90 claims process remains ongoing.

Future litigation may be necessary, among other things, to defend the Company by determining the scope, enforceability, and validity of claims. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

Minimum Volume Commitment

The Company is party to a gas purchase, gathering and processing contract in Oklahoma, which includes certain minimum NGL commitments. To the extent the Company does not deliver natural gas volumes in sufficient quantities to generate, when processed, the minimum levels of recovered NGLs, it would be required to reimburse the counterparty an amount equal to the sum of the monthly shortfall, if any, multiplied by a fee. The Company is not meeting the minimum volume required under this contractual provision. The commitment fee expense for the three and six months ended June 30, ~~2021,~~2022 was approximately ~~$0.5~~$0.7 million and ~~$0.8~~$1.1 million, respectively. The minimum volume commitment for Oklahoma ends on June 30, 2023.

The Company is party to a gas purchase, gathering and processing contract in East Texas, which includes certain minimum gas commitments. The Company is not meeting the minimum volume required under this contractual provision. The commitment fee expense for the three and six months ended June 30, ~~2021,~~2022, was approximately ~~$0.5~~$0.6 million and ~~$0.9~~$1.1 million, respectively. The minimum volume commitment for East Texas ends on November 30, 2022.

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Sinking Fund Trust Agreement

Beta Operating Company, LLC, a wholly owned subsidiary, assumed an obligation with a third party to make payments into a sinking fund in connection with its 2009 acquisition of the Company properties in federal waters offshore Southern California, the purpose of which is to provide funds adequate to decommission the portion of the San Pedro Bay Pipeline that lies within state waters and the surface facilities. Under the terms of the agreement, the operator of the properties is obligated to make monthly deposits into the sinking fund account in an amount equal to $0.25 per barrel of oil and other liquid hydrocarbon produced from the acquired working interest. Interest earned in the account stays in the account. The obligation to fund ceases when the aggregate value of the account reaches $4.3 million. As of June 30, 2022, the account balance included in restricted investments was approximately $4.3 million.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

Beta Operating Company, LLC (“Beta”), a wholly owned subsidiary of the Company, has an obligation with the BOEM in connection with its 2009 acquisition of ~~our~~the Company’s properties in federal waters offshore Southern California. The Company supports this obligation with $161.3 million of A-rated surety ~~bonds and $0.3 million of cash as~~bonds. As of June 30, ~~2021.~~2022, the account balance included in restricted investments was $4.3 million.

Note 15. Income Taxes

The Company had 0 income tax expense for the three and six months ended June 30, 2022 and 2021, ~~respectively, and less than $0.1 million in income~~respectively. The Company’s effective tax ~~expense~~rate was 0% for the three and six months ended June 30, ~~2020, respectively. The Company’s effective tax rate was 0.0% for the three~~2022 and ~~six months ended June 30,~~ 2021, ~~respectively, and 0.2% and 0.0% for the three and six months ended June 30, 2020,~~ respectively. The effective tax rates for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 are different from the statutory U.S. federal income tax rate primarily due to ~~our~~the Company’s recorded valuation allowances.

~~In March~~

Note 16. Southern California Pipeline Incident

On October 2, 2021, contractors operating under the ~~President~~direction of Beta, a subsidiary of Amplify, observed an oil sheen on the water approximately 4 miles off the coast of Newport Beach, California (the “Incident”). Beta platform personnel were notified and promptly initiated the Company’s Oil Spill Response Plan, which was reviewed and approved by the Bureau of Safety and Environmental Enforcement’s Oil Spill Preparedness Division within the United States ~~signed~~Department of the ~~ARP Act,~~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 ~~COVID-19 emergency~~Incident.

On October 5, 2021, the Unified Command announced that reports from its contracted commercial divers and ~~address~~Remotely Operated Vehicle footage indicated that a 4,000-foot section of the Company’s pipeline had been displaced with a maximum lateral movement of approximately 105 feet and that the pipeline had a 13-inch split, running parallel to the pipe. On October 14, 2021, the U.S. Coast Guard announced that it had a high degree of confidence the size of the release was approximately 588 barrels of oil, which is below the previously reported maximum estimate of 3,134 barrels. On October 16, 2021, the U.S. Coast Guard announced that it had identified the Mediterranean Shipping Company (DANIT) as a “vessel of interest” and its owner Dordellas Finance Corporation and operator Mediterranean Shipping Company, S.A. as parties in interest in connection with an anchor-dragging incident, in January 2021 (the “Anchor Dragging Incident”), which occurred in close proximity to the Company’s pipeline, and that additional vessels of interest continued to be investigated. On November 19, 2021, the U.S. Coast Guard announced that it had identified the COSCO (Beijing) as another vessel involved in the Anchor Dragging Incident and named its owner Capetanissa Maritime Corporation of Liberia and its operator V.Ships Greece Ltd. as parties in interest. The cause, timing and details regarding the Incident remain under investigation.

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At the height of the Incident response, the Company deployed over 1,800 personnel working under the guidance and at the direction of the Unified Command to aid in cleanup operations. As of October 14, 2021, all beaches that had been closed following the Incident have reopened. On February 2, 2022, the Unified Command announced that response and monitoring efforts have officially concluded for the Incident, and Unified Command would stand down as of such date. Amplify is grateful to its Unified Command partners for their collaboration and professionalism over the course of the response.

In response to the Incident, all operations have been suspended and the pipeline has been shut-in until the Company receives the required regulatory approvals to begin operations. On October 4, 2021, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS) issued a Corrective Action Order (CAO) pursuant to 49 U.S.C. § 60112, which makes clear that no restart of the affected pipeline may occur until PHMSA has approved a written restart plan. Additionally, the California Coastal Commission requested approval from the Office of Coastal Management for the National Oceanic and Atmospheric Association (NOAA) to conduct a Coastal Zone Management Act consistency review of the U.S. Army Corps of Engineers Nationwide Permit (NWP) 12 application for the proposed permanent repair permit; on April 7, 2022, NOAA denied that request. The Company is working expeditiously and cooperatively to comply with the requirements of the relevant agencies in order to gain such approvals and any other regulatory approvals that are necessary to permanently repair the pipeline and restart operations. As a result of the uncertainties related to the permitting and regulatory approval process, the Company can provide no assurances as to whether and when, if at all, operation will restart at the Beta field. At present, no operations are underway in the Beta field.

On December 15, 2021, a federal grand jury in the Central District of California returned a federal criminal indictment against Amplify Energy Corp., Beta Operating Company, LLC, and San Pedro Bay Pipeline Company in connection with the Incident. The indictment alleges that the Company committed a misdemeanor violation of the federal Clean Water Act for negligently discharging oil into the contiguous zone of the United States. A trial is set for November 1, 2022. The United States Attorney’s Office for the Central District of California has stated that its investigation of the Incident and related matters is ongoing. State authorities are conducting parallel criminal investigations as well. We are continuing to cooperate with these federal and state investigations. The outcome of these investigations is uncertain, including whether they will result in additional criminal charges.

The Company is currently subject to a number of ongoing investigations related to the Incident by certain federal and state agencies. To date, the U.S. Coast Guard, the U.S. Bureau of Ocean Energy Management, the U.S. Department of Justice, PHMSA, the U.S. Department of the Interior Bureau of Safety and Environmental Enforcement, the California Department of Justice, the Orange County District Attorney, the Los Angeles County District Attorney, and the California Department of Fish & Wildlife are conducting investigations or examinations of the Incident. On April 8, 2022, in light of the allegations raised in the December 15, 2021 federal indictment, the Company received a Show Cause Notice from the U.S. Environmental Protection Agency (“EPA”) asking the Company to provide information as to why it should not be suspended from participating in future Federal contracting and assisting activities pursuant to 2 C.F.R. § 180.700(a), (c) and 2 C.F.R. § 180.800(a)(4). On April 22, 2022, the Company responded to the Show Cause Notice and is working cooperatively with the EPA in connection with this matter. 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 and criminal liability.

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company and 2 subsidiaries have been named as defendants in a consolidated putative class action in the United States District Court for the Central District of California. Plaintiffs filed a consolidated class action complaint on January 28, 2022 and an amended complaint on March 21, 2022. Plaintiffs assert claims against the Company, Beta Operating Company, LLC, San Pedro Bay Pipeline Company, MSC Mediterranean Shipping Company, Dordellas Finance Corp., the MSC Danit (proceeding in rem), Costamare Shipping Co. S.A., Capetanissa Maritime Corporation of Liberia, V.Ships Greece Ltd., and the COSCO Beijing (proceeding in rem). The Company filed a third-party complaint on February 28, 2022, and an amended complaint on June 21, 2022. The Company sued the same shipping defendants and has added claims against the Marine Exchange of Los Angeles-Long Beach Harbor, COSCO Shipping Lines Co. Ltd., COSCO (Cayman) Mercury Co. Ltd., and Mediterranean Shipping Company S.r.l. The Company has moved to dismiss the Plaintiffs’ complaint, and the Marine Exchange of Los Angeles-Long Beach Harbor and certain of the shipping defendants have moved to dismiss the Company’s complaint. A hearing on the motions to dismiss is scheduled for August 25, 2022. Further, MSC Mediterranean Shipping Company, Dordellas Finance Corp., and Capetanissa Maritime Corporation of Liberia have filed petitions for limitations of liability under maritime law in the United States District Court for the Central District of California. The court consolidated the limitation actions into a single limitation action and also coordinated discovery between the consolidated limitation and the consolidated class actions. Resolution of the civil litigation may take considerable time, and it is not possible at this time to estimate the Company’s potential liability resulting from these actions.

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 ~~effects.~~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 ~~ARP Act did~~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.

The Company currently estimates that the total costs it has incurred or will incur with respect to the Incident to be approximately $110.0 million to $130.0 million, which is primarily related to (i) actual and projected response and remediation expenses incurred under the direction of the Unified Command and (ii) estimates for certain legal fees. These estimates consider currently available facts and presently enacted laws and regulations. The Company has made assumptions regarding (i) the probable and estimable amounts expected to be settled with certain vendors for response and remediation expenses and (ii) the resolution of certain third-party claims, excluding claims with respect to losses, which are not probable and reasonably estimable, and (iii) future claims and lawsuits. 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. The Company believes it has accrued adequate amounts for all probable and reasonably estimable costs; however, this estimate is subject to uncertainties associated with the assumptions that it has made. For example, settlements with vendors for response and remediation expenses could turn out to be significantly higher or lower than the Company has estimated. Accordingly, as the Company’s assumptions and estimates may change in future periods based on future events and total costs may materially increase, the Company can provide no assurance that it will not have to accrue significant additional costs in future periods with respect to the Incident.

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 ~~impact~~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.

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2022, the Company incurred total aggregate gross costs of $18.7 million. Of these costs, the Company has received, or expects that it is probable that it will receive, $13.0 million in insurance recoveries. The remaining amount of $5.7 million, which primarily relates to certain legal costs, is not expected to be recovered under an insurance policy and is classified as “Pipeline Incident Loss” on the Company’s ~~current year tax provision.~~Unaudited Condensed Consolidated Statements of Operations.

On June 30, 2022, and December 31, 2021, the Company’s insurance receivables were $26.5 million and $49.1 million, respectively. For the six months ended June 30, 2022, the Company received $35.7 million in insurance recoveries.

Additionally, during the six months ended June 30, 2022, the Company recognized $26.2 million related to approved loss of production income (“LOPI”) insurance proceeds, which is classified as “Other Revenues” in the Company’s Unaudited Condensed Consolidated Statements of Operations.

Subsequent to June 30, 2022, the Company received approval for approximately $6.2 million of LOPI proceeds for the period from July 1, 2022 through August 12, 2022.

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~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes in “Item 1. Financial Statements” contained herein and in “Item 1A. Risk Factors” of our Annual Report on the Form 10-K for the year ended December 31, ~~2020~~2021 (“~~2020~~2021 Form 10-K”). The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in the front of this report.

Overview

We operate in one reportable segment engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Our management evaluates performance based on the reportable business segment as the economic environments are not different within the operation of our oil and natural gas properties. Our business activities are conducted through OLLC, our wholly owned subsidiary, and its wholly owned subsidiaries. Our assets consist primarily of producing oil and natural gas properties and are located in Oklahoma, the Rockies, federal waters offshore Southern California, East Texas / North Louisiana and the Eagle Ford. ~~Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs. The Company’s~~Our properties consist primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working interests in identified producing wells.

Industry Trends ~~and Outlook~~

Additionally, oil, natural gas and NGLs prices increased in the first half of 2022 when compared to the same period of 2021 and, as a result, we experienced a significant ~~slowdown and uncertainty, which~~increase in ~~turn has led~~revenues. We continue to ~~a precipitous decline in commodity prices in response to decreased demand, further exacerbated by certain~~monitor the impact of the actions ~~taken by members~~ of the Organization of the Petroleum Exporting Countries ~~(“OPEC”)~~ and other ~~non-OPEC producer~~large producing nations, ~~(collectively~~the Russia-Ukraine conflict, global inventories of oil and gas and the uncertainty associated with ~~OPEC members, “OPEC+”) beginning in the first quarter of 2020 that maintained high levels of global~~recovering oil ~~production. As~~demand, future monetary policy and governmental policies aimed at transitioning towards lower carbon energy. We expect prices for some or all of the ~~first quarter~~commodities to remain volatile. Other factors such as the duration of ~~2021, commodity prices have recovered~~the COVID-19 pandemic and the speed and effectiveness of vaccine distributions or other medical advances to ~~pre-pandemic levels, due in part to~~combat the ~~accessibility~~virus may impact the recovery of ~~vaccines, reopening of economies after~~world economic growth and the ~~lockdown, and optimism about the economic recovery. The continued spread of COVID-19, including vaccine resistant strains, or repeated deterioration in~~demand for oil, ~~and~~ natural gas ~~prices could result in additional adverse impacts on the Company's results of operations, cash flows~~ and ~~financial position, including further asset impairments.~~NGLs.

Recent Developments

~~Compliance with NYSE Continued Listing Standards~~

~~On July 8, 2021, the Company received noticed from the NYSE that it had regained compliance with the continued listing standards set forth in Item 802.01B of the NYSE Listed Company Manual.~~

~~PPP Loan Forgiveness~~Borrowing Base Redetermination and Sixth Amendment

On June ~~22, 2021, KeyBank notified~~21, 2022, OLLC entered into the Company that the PPP Loan had been approved for full and complete forgiveness by the Small Business Association. For the three and six months ended June 30, 2021, the company reported a gain on extinguishment of debt of $5.5 million for the PPP Loan forgiveness in the Unaudited Condensed Consolidated Statements of Operations.

~~Borrowing Base Redetermination~~

~~On June 16, 2021, the Company completed its scheduled semi-annual borrowing base redetermination process, pursuant to which the borrowing base under~~Sixth Amendment. The Sixth Amendment amends the Revolving Credit Facility to, among other things:

●

terminate the automatic monthly reductions of the borrowing base;

●

reaffirm the borrowing base under the Revolving Credit Facility at $225.0 million; and

●

modify the affirmative hedging covenant.

Special Case Royalty Relief

On June 8, 2022, the Special Case Royalty Relief for our interest in the Beta Unit was ~~decreased from $260.0 million to $245.0 million. Additionally, the administrative agent under the Revolving Credit Facility agreement was changed from Bank~~terminated.

Table of ~~Montreal to KeyBank.~~Contents

Appointment of ~~Vice President and Chief Accounting Officer~~Certain Directors

On ~~May 17, 2021,~~April 7, 2022, the board of directors ~~appointed Eric Dulany, to serve as Vice President and Chief Accounting Officer~~ of the Company appointed Deborah G. Adams and Eric T. Greager to the board of directors, effective ~~May 17, 2021.~~April 7, 2022. Ms. Adams has also been appointed to the nominating and governance committee of the board of directors, and Mr. Greager has also been appointed to the compensation committee of the board of directors.

~~Retirement of Vice President and Chief Accounting Officer~~

On April 9, 2021, Ms. Denise DuBard notified the Company of her decision to retire from serving as the Company’s Vice President and Chief Accounting Officer. Ms. DuBard remained in her role at the Company to assist with an orderly transition to Mr. Dulany.

Business Environment and Operational Focus

We use a variety of financial and operational metrics to assess the performance of our oil and natural gas operations, including: (i) production volumes; (ii) realized prices on the sale of our production; (iii) cash settlements on our commodity derivatives; (iv) lease operating expense; (v) gathering, processing and transportation; (vi) general and administrative expense; and (vii) Adjusted EBITDA (as defined below).

Sources of Revenues

Our revenues are derived from the sale of natural gas and oil production, as well as the sale of NGLs that are extracted from natural gas during processing. Production revenues are derived entirely from the continental United States. Natural gas, NGL and oil prices are inherently volatile and are influenced by many factors outside our control. In order to reduce the impact of fluctuations in natural gas and oil prices on revenues, we intend to periodically enter into derivative contracts that fix the future prices received. At the end of each period, the fair value of these commodity derivative instruments ~~are~~is estimated and because hedge accounting is not elected, the changes in the fair value of unsettled commodity derivative instruments are recognized in earnings at the end of each accounting period.

Critical Accounting Policies and Estimates

~~A discussion of our~~Our critical accounting policies and estimates, ~~is included~~including a discussion regarding the estimation uncertainty and the impact that our critical accounting estimates have had, or are reasonably likely to have, on our financial condition or results of operations, are described in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2020~~2021 Form 10-K. Significant estimates include, but are not limited to, oil and natural gas reserves; ~~depreciation, depletion and amortization of proved oil and natural gas properties; future cash flows from oil and natural gas properties; impairment of long-lived assets;~~ fair value ~~of derivatives; fair value of equity compensation; fair values of assets acquired~~estimates; revenue recognition; and ~~liabilities assumed in business combinations~~contingencies and ~~asset retirement obligations.~~insurance accounting. These estimates, in our opinion, are subjective in nature, require the use of professional judgment and involve complex analysis.

When used in the preparation of our consolidated financial statements, such estimates are based on our current knowledge and understanding of the underlying facts and circumstances and may be revised as a result of actions we take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our consolidated financial position, results of operations and cash flows.

Table of Contents

Results of Operations

The results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 have been derived from our unaudited condensed consolidated financial statements. The comparability of the results of operations among the periods presented below is impacted by the Incident and suspension of operations at our Beta properties.

The following table summarizes certain of the results of operations for the periods indicated.


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

	($ In thousands except per unit amounts)
Oil and natural gas sales	$	112,878	$	80,338	$	206,750	$	152,669
Other revenues		8,899		55		26,460		193
Lease operating expense		33,285		28,653		66,205		57,559
Gathering, processing and transportation		7,281		5,050		15,291		9,629
Taxes other than income		8,623		5,071		16,176		9,684
Depreciation, depletion and amortization		5,864		7,389		11,499		14,736
General and administrative expense		8,628		6,030		16,399		12,951
Loss (gain) on commodity derivative instruments		18,571		63,898		111,975		98,486
Pipeline incident loss		5,092		—		5,672		—
Interest expense, net		3,084		3,137		5,525		6,249
Gain on extinguishment of debt		—		5,516		—		5,516
Net income (loss)		29,220		(35,023)		(19,394)		(54,351)

Oil and natural gas revenues:
Oil sales	$	58,918	$	56,510	$	111,292	$	106,205
NGL sales		13,604		8,876		27,085		16,547
Natural gas sales		40,356		14,952		68,373		29,917
Total oil and natural gas revenues	$	112,878	$	80,338	$	206,750	$	152,669

Production volumes:
Oil (MBbls)		557		905		1,137		1,824
NGLs (MBbls)		347		368		685		710
Natural gas (MMcf)		5,725		6,161		11,235		11,922
Total (MBoe)		1,858		2,300		3,695		4,521
Average net production (MBoe/d)		20.4		25.3		20.4		25.0

Average realized sales price (excluding commodity derivatives):
Oil (per Bbl)	$	105.79	$	62.47	$	97.84	$	58.21
NGL (per Bbl)		39.18		24.09		39.51		23.30
Natural gas (per Mcf)		7.05		2.43		6.09		2.51
Total (per Boe)	$	60.74	$	34.93	$	55.95	$	33.76

Average unit costs per Boe:
Lease operating expense	$	17.91	$	12.46	$	17.92	$	12.73
Gathering, processing and transportation		3.92		2.20		4.14		2.13
Taxes other than income		4.64		2.20		4.38		2.14
General and administrative expense		4.64		2.62		4.44		2.86
Depletion, depreciation and amortization		3.16		3.21		3.11		3.26

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

($ In thousands except per unit amounts)

Oil and natural gas sales
$
80,338

$
34,888

$
152,669

$
92,675

Lease operating expense

28,653

27,828

57,559

63,551

Gathering, processing and transportation

5,050

4,689

9,629

9,742

Taxes other than income

5,071

2,195

9,684

6,181

Depreciation, depletion and amortization

7,389

7,623

14,736

23,179

Impairment expense

—

—

—

455,031

General and administrative expense

6,030

6,755

12,951

15,108

Accretion of asset retirement obligations

1,638

1,539

3,253

3,052

Loss (gain) on commodity derivative instruments

63,898

19,165

98,486

(88,548
)
Interest expense, net

(3,137
)

(6,209
)

(6,249
)

(13,856
)
Gain on extinguishment of debt

5,516

—

5,516

—

Income tax expense

—

(85
)

—

(85
)
Net loss

(35,023
)

(41,336
)

(54,351
)

(408,535
)

Oil and natural gas revenues:

Oil sales
$
56,510

$
22,963

$
106,205

$
64,814

NGL sales

8,876

3,343

16,547

8,465

Natural gas sales

14,952

8,582

29,917

19,396

Total oil and natural gas revenues
$
80,338

$
34,888

$
152,669

$
92,675

Production volumes:

Oil (MBbls)

905

945

1,824

1,927

NGLs (MBbls)

368

435

710

889

Natural gas (MMcf)

6,161

6,857

11,922

14,443

Total (MBoe)

2,300

2,523

4,521

5,223

Average net production (MBoe/d)

25.3

27.7

25.0

28.7

Average sales price (excluding commodity derivatives):

Oil (per Bbl)
$
62.47

$
24.30

$
58.21

$
33.64

NGL (per Bbl)

24.09

7.68

23.30

9.52

Natural gas (per Mcf)

2.43

1.25

2.51

1.34

Total (per Boe)
$
34.93

$
13.83

$
33.76

$
17.74

Average unit costs per Boe:

Lease operating expense
$
12.46

$
11.03

$
12.73

$
12.17

Gathering, processing and transportation

2.20

1.86

2.13

1.87

Taxes other than income

2.20

0.87

2.14

1.18

General and administrative expense

2.62

2.68

2.86

2.89

Depletion, depreciation and amortization

3.21

3.02

3.26

4.44

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For the Three Months Ended June 30, ~~2021~~2022 Compared to the Three Months Ended June 30, ~~2020~~2021

Net ~~losses~~income of ~~$35.0~~$29.2 million and ~~$41.3~~a net loss of $35.0 million were recorded for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Oil, natural gas and NGL revenues were ~~$80.3~~$112.9 million and ~~$34.9~~$80.3 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Average net production volumes were approximately ~~25.3~~20.4 MBoe/d and ~~27.7~~25.3 MBoe/d for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in production volumes was primarily due to the suspension of operations at our Beta properties and natural ~~decline.~~declines. For the three months ended June 30, 2021, production from our Beta properties was 3.6 MBoe/d. The average realized sales price was ~~$34.93~~$60.74 per Boe and ~~$13.83~~$34.93 per Boe for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The increase in average realized sales price was primarily due to the increase in commodity prices. ~~Commodity prices~~

Other revenues were ~~depressed in the second quarter of 2020 due to the impact of the pandemic and the effects of OPEC production related to supply and demand decisions.~~

~~Lease operating expense~~ ~~was $28.7~~$8.9 million and ~~$27.8~~less than $0.1 million for the three months ended June 30, 2022 and 2021, respectively. For the three months ended June 30, 2022, we recognized $8.8 million of LOPI proceeds related to the suspension of operations at our Beta properties resulting from the Incident which includes two months of LOPI.

Lease operating expense was $33.3 million and ~~2020,~~$28.7 million for the three months ended June 30, 2022 and 2021, respectively. The change in lease operating expense iswas primarily ~~due~~related to ~~an 8%~~a $2.8 million increase in workover expense ~~for 2021 projects compared to 2020, partially~~and an increase of $2.1 million in lease operating expenses, offset by the ~~employee retention credit received for~~natural decline in production. The increase was primarily attributable to increased expense workover projects in Oklahoma and the ~~first and second quarters of 2021.~~Rockies. On a per Boe basis, lease operating expense was ~~$12.46~~$17.91 and ~~$11.03~~$12.46 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increase~~change in lease operating expense on a per Boe basis ~~is primarily driven by the increase in workover expense~~was due mainly to higher costs and lower production.

Gathering, processing and transportation was ~~$5.1~~$7.3 million and ~~$4.7~~$5.1 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The increase was primarily attributable to marketing our own natural gas in Oklahoma, resulting in a reclassification of certain revenue deductions to gathering, processing and transportation ~~was primarily driven by additional fees from our non-operated wells, fee increases from our processing plants and minimum volume commitments.~~expenses. On a per Boe basis, gathering, processing and transportation was ~~$2.20~~$3.92 and ~~$1.86~~$2.20 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change ~~in gathering, processing and transportation~~ on a per ~~Boe~~BOE basis ~~is due~~primarily related to higher ~~costs~~commodity prices and ~~lower production.~~ the accounting reclassification discussed above.

Taxes other than income were ~~$5.1~~$8.6 million and ~~$2.2~~$5.1 million for the three months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. The increase in taxes other than income is due to an increase in production taxes as a result of the increase in commodity prices. On a per Boe basis, taxes other than income were ~~$2.20~~$4.64 and ~~$0.87~~$2.20 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in taxes other than income on a per Boe basis was primarily due to the increase in commodity prices.

DD&A expense was ~~$7.4~~$5.9 million and ~~$7.6~~$7.4 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in DD&A expense was primarily due to a decrease in production ~~from natural decline.~~of 442 MBoe, which equates to a decrease of approximately $1.4 million.

~~Impairment expense.~~ ~~No impairment expense recorded for the three months ended June 30, 2021 and 2020, respectively.~~

General and administrative expense was ~~$6.0~~$8.6 million and ~~$6.8~~$6.0 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in general and administrative expense was primarily related to ~~the employee retention credit received~~(1) an increase of ~~$0.8 million for the first and second quarters of 2021, a decrease of $0.2~~$1.4 million in ~~professional services~~salaries and ~~a decrease~~other payroll benefits; (2) an increase of ~~$0.1~~$0.6 million in legal expenses, ~~partially offset by~~and (3) an increase of $0.7 million in ~~stock compensation expense.~~professional services.

Net ~~losses (gains)~~loss on commodity derivative instruments of ~~$63.9~~$18.6 million were recognized for the three months ended June 30, 2022, consisting of a $30.0 million increase in the fair value of open positions and $48.6 million of cash settlements paid on expired positions. Net loss on commodity derivative instruments of $63.9 million was recognized for the three months ended June 30, 2021, consisting of a $47.0 million decrease in the fair value of open positions and $16.9 million of cash settlements paid on expired positions. Net losses on commodity derivative instruments of $19.2 million were recognized for the three months ended June 30, 2020, consisting of a $64.5 million decrease in the fair value of open positions offset by $27.3 million of cash settlement received on expired positions and $18.0 million of cash settlements received on terminated positions.

~~Interest expense, net~~Pipeline incident loss was ~~$3.1 million and $6.2~~$5.1 million for the three months ended June 30, ~~2021 and 2020, respectively. Interest~~2022. The $5.1 million reflects legal expenses that the Company has determined will not be reimbursed through the insurance claims process. No expense ~~included less than $0.1 million and $2.4 million for the write-off of deferred financing costs~~was recorded for the three months ended June 30, ~~2021 and 2020, respectively. Furthermore, we had a loss position on our interest rate swaps of less than $0.1 million and $0.4 million for the three months ended June 30, 2021 and 2020, respectively.~~

~~Average outstanding borrowings under our Revolving Credit Facility were $242.8 million and $287.5 million for the three months ended June 30, 2021 and 2020, respectively.~~

~~Gain on extinguishment of debt~~ ~~was $5.5 million for the three months ended June 30, 2021, which is related to the forgiveness of the PPP Loan.~~2021. See Note 716 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional ~~information regarding~~information.

Table of Contents

Interest expense, net was $3.1 million and $3.1 million for the ~~PPP Loan.~~three months ended June 30, 2022 and 2021, respectively. Interest expense included a gain position on our interest rate swaps of $0.3 million for the three months ended June 30, 2022, compared to a loss position on interest rate swaps of less than $0.1 million for the three months ended June 30, 2021. In addition, we had an increase of $0.3 million in interest expense due to higher rates on our Revolving Credit Facility.

Average outstanding borrowings under our Revolving Credit Facility were $219.4 million and $242.8 million for the three months ended June 30, 2022 and 2021, respectively.

For the Six Months Ended June 30, ~~2021~~2022 Compared to the Six Months Ended June 30, ~~2020~~2021

Net losses of ~~$54.4~~$19.4 million and ~~$408.5~~$54.4 million were recorded for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Oil, natural gas and NGL revenues were ~~$152.7~~$206.8 million and ~~$92.7~~$152.7 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Average net production volumes were approximately ~~25.0~~20.4 MBoe/d and ~~28.7~~25.0 MBoe/d for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in production volumes was primarily due to the suspension of operations at our Beta properties and natural ~~decline and~~declines. During the ~~impact~~first half of Winter Storm Uri that caused a severe freeze in areas where we operate, including Texas, Oklahoma and Louisiana, resulting in shut-ins for wells, pipelines and plants for approximately two weeks in February 2021.2021, production from our Beta properties was 3.6 MBoe/d. The average realized sales price was ~~$33.76~~$55.95 per Boe and ~~$17.74~~$33.76 per Boe for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The increase in average realized sales price was primarily due to the increase in commodity prices. ~~Commodity prices~~

Other revenues were ~~depressed in the first half of 2020 due to the impact of the pandemic and the effects of OPEC production related to supply and demand decisions.~~

~~Lease operating expense~~ ~~was $57.6~~$26.5 million and ~~$63.6~~$0.2 million for the six months ended June 30, 2022 and 2021, respectively. During the first half of 2022, we recognized $26.2 million of LOPI proceeds related to the suspension of operations at our Beta properties resulting from the Incident which includes six months of LOPI.

Lease operating expense was $66.2 million and ~~2020,~~$57.6 million for the six months ended June 30, 2022 and 2021, respectively. The change in lease operating expense was primarily related to ~~the employee retention credit received of $2.0~~a $5.5 million ~~for the first and second quarters of 2021, reduced~~increase in workover expense ~~based on~~and $4.7 million increase in lease operating expense, offset by the ~~implementation of cost savings initiatives implemented during the second quarter of 2020 and continuing in 2021 and~~ natural decline in production. The increase was primarily attributable to increased expense workover projects in Oklahoma and the Rockies. On a per Boe basis, lease operating expense was ~~$12.73~~$17.92 and ~~$12.17~~$12.73 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in lease operating expense on a per Boe basis was due mainly to higher costs and lower production.

Gathering, processing and transportation was $15.3 million and $9.6 million for the six months ended June 30, 2022 and 2021, respectively. The increase was primarily attributable to marketing our own natural gas in Oklahoma, resulting in a reclassification of certain revenue deductions to gathering, processing and transportation expenses. On a per Boe basis, gathering, processing and transportation was $4.14 and $2.13 for the six months ended June 30, 2022 and 2021, respectively. The change on a per BOE basis primarily related to higher commodity prices and the accounting reclassification discussed above.

Taxes other than income were $16.2 million and $9.7 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~decrease~~increase in ~~gathering, processing and transportation was primarily driven by the decrease~~taxes other than income is due to an increase in production taxes as a result of the increase in first quarter 2021 from Winter Storm Uri partially offset by additional fees from our non-operated wells, fee increases from our processing plants and minimum volume commitments. On a per Boe basis, gathering, processing and transportation was $2.13 and $1.87 for the six months ended June 30, 2021 and 2020, respectively. The change in gathering, processing and transportation on a per Boe basis was due to higher costs and lower production.

~~Taxes other than income~~ ~~were $9.7 million and $6.2 million for the six months ended June 30, 2021 and 2020, respectively.~~commodity prices. On a per Boe basis, taxes other than income were ~~$2.14~~$4.38 and ~~$1.18~~$2.14 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in taxes other than income on a per Boe basis was primarily due to the increase in commodity prices.

DD&A expense was ~~$14.7~~$11.5 million and ~~$23.2~~$14.7 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in DD&A expense was primarily due to a decrease in production ~~and~~of 826 MBoe, which equates to a decrease ~~in our DD&A rate.~~of approximately $2.7 million.

~~Impairment~~General and administrative expensewas ~~$455.0~~$16.4 million and $13.0 million for the six months ended June 30, 2020. We recognized $405.7 million of impairment expense on proved properties for the six months ended June 30, 2020. The estimated future cash flows expected from these properties were compared to their carrying values2022 and determined to be unrecoverable primarily as a result of declining commodity prices in 2020. We recognized $49.3 million of impairment expense on unproved properties for the six months ended June 30, 2020, which was related to expiring leases and the evaluation of qualitative and quantitative factors related to the decline in commodity prices in 2020. No impairment expense was recorded for the six months ended June 30, 2021.

~~General and administrative expense~~ ~~was $13.0 million and $15.1 million for the six months ended June 30,~~ 2021, ~~and 2020,~~ respectively. The change in general and administrative expense was primarily related to (1) ~~the employee retention credit received~~an increase of ~~$0.8 million for the first and second quarters of 2021, (2) a decrease of $0.9~~$1.6 million in salaries and other payroll benefits, ~~(3) a decrease of $0.5 million in professional services, and (4) a decrease of $0.3 million in legal expenses. The decreases in general and administrative expense were offset with~~(2) an increase of ~~$0.6~~$0.7 million in stock compensation ~~expense.~~expense, (3) an increase of $0.7 million in legal expenses, and (4) an increase of $0.4 million in professional services.

Net ~~losses (gains)~~loss on commodity derivative instruments of ~~$98.5~~$112.0 million were recognized for the six months ended June 30, 2022, consisting of a $32.4 million decrease in the fair value of open positions and $79.5 million of cash settlements paid on expired positions. Net losses on commodity derivative instruments of $98.5 million was recognized for the six months ended June 30, 2021, consisting of a $71.0 million decrease in the fair value of open positions and $27.5 million of cash settlements paid on expired positions. ~~Net gains on commodity derivative instruments~~

Table of $88.5 million were recognized for the six months ended June 30, 2020, consisting of $30.7 million increase in the fair value of open positions and $39.8 million of cash settlement received on expired positions and $18.0 million of cash settlements received on terminated positions.Contents

~~Interest expense, net~~Pipeline incident loss was ~~$6.2 million and $13.9~~$5.7 million for the six months ended June 30, ~~2021 and 2020, respectively. Interest~~2022. The $5.7 million reflects legal expenses that the Company has determined will not be reimbursed through the insurance claims process. No expense ~~included less than $0.1 million and $2.4 million for the write-off of deferred financing costs~~was recorded for the six months ended June 30, 2021 and 2020, respectively. Furthermore, we had a gain position on our interest rate swaps of less than $0.1 million for the six months ended June 30, 2021, compared to a loss position on interest rate swaps of $4.1 million for the six months ended June 30, 2020. In addition, we had a decrease of $0.7 million in interest expense due to lower borrowings on our Revolving Credit Facility.

~~Average outstanding borrowings under our Revolving Credit Facility were $248.0 million and $291.3 million for the six months ended June 30, 2021 and 2020, respectively.~~

~~Gain on extinguishment of debt~~ ~~was $5.5 million for the six months ended June 30, 2021 which is related to the forgiveness of the PPP Loan.~~2021. See Note 716 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional ~~information regarding~~information.

Interest expense, net was $5.5 million and $6.2 million for the ~~PPP Loan.~~six months ended June 30, 2022 and 2021, respectively. Interest expense included a gain position on our interest rate swaps of $0.8 million for the six months ended June 30, 2022, compared to a gain position on interest rate swaps of less than $0.1 million for the six months ended June 30, 2021. In addition, we had an increase of $0.1 million in interest expense due to higher rates on our Revolving Credit Facility.

Average outstanding borrowings under our Revolving Credit Facility were $223.7 million and $248.0 million for the six months ended June 30, 2022 and 2021, respectively.

Adjusted EBITDA

We include in this report the non-GAAP financial measure of Adjusted EBITDA and provide our reconciliation of Adjusted EBITDA to net income (loss) and net cash flows from operating activities, our most directly comparable financial measures calculated and presented in accordance with GAAP. We define Adjusted EBITDA as net income (loss):

Plus:

•

●

Interest expense;

•

●

Income tax expense;

•

●

DD&A;

•

●

Impairment of goodwill and long-lived assets (including oil and natural gas properties);

•

●

Accretion of AROs;

•

●

Loss on commodity derivative instruments;

•

●

Cash settlements received on expired commodity derivative instruments;

•

●

Amortization of gain associated with terminated commodity derivatives;

•

●

Losses on sale of assets;

•

●

Share-based compensation expenses;

•

●

Exploration costs;

•

●

Acquisition and divestiture related expenses;

•

●

Reorganization items, net;

•

●

Severance payments; and

•

●

Other non-routine items that we deem appropriate.

Table of Contents

Less:

•

●

Interest income;

•

●

Income tax benefit;

•

●

Gain on commodity derivative instruments;

•

●

Cash settlements paid on expired commodity derivative instruments;

•

●

Gains on sale of assets and other, net; and

•

●

Other non-routine items that we deem appropriate.

We believe that Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure.

Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) or cash flows from operating activities as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We believe that Adjusted EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements.

In addition, ~~management uses~~we use Adjusted EBITDA to evaluate actual cash flow available to develop existing reserves or acquire additional oil and natural gas properties.

The following tables present our reconciliation of the Company’s net income ~~(loss)~~(loss ) and cash flows from operating activities to Adjusted EBITDA, our most directly comparable GAAP financial measures, for each of the periods indicated.

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Reconciliation of Net Income (Loss) to Adjusted EBITDA


													For the Three Months Ended				For the Six Months Ended
													June 30,				June 30,
													2022		2021		2022		2021
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
	(In thousands)
Net loss	$	(35,023	)	$	(41,336	)	$	(54,351	)	$	(408,535	)
													(In thousands)
Net income (loss)													$	29,220	$	(35,023)	$	(19,394)	$	(54,351)
Interest expense, net		3,137			6,209			6,249			13,856			3,084		3,137		5,525		6,249
Income tax expense		—			85			—			85
DD&A		7,389			7,623			14,736			23,179			5,864		7,389		11,499		14,736
Impairment expense		—			—			—			455,031
Accretion of AROs		1,638			1,539			3,253			3,052			1,749		1,638		3,469		3,253
Losses (gains) on commodity derivative instruments		63,898			19,165			98,486			(88,548	)		18,571		63,898		111,975		98,486
Cash settlements received (paid) on expired commodity derivative instruments		(16,855	)		27,295			(27,491	)		39,795
Cash settlements (paid) received on expired commodity derivative instruments														(48,596)		(16,855)		(79,539)		(27,491)
Amortization of gain associated with terminated commodity derivatives		4,166			—			9,951			—			—		4,166		—		9,951
Pipeline incident loss														5,092		—		5,672		—
Acquisition and divestiture related expenses		7			44			19			525			36		7		41		19
Share-based compensation expense		903			371			1,234			(540	)		856		903		1,496		1,234
Gain on extinguishment of debt														—		(5,516)		—		(5,516)
Exploration costs		7			3			23			19			10		7		26		23
Loss on settlement of AROs		5			—			73			—			396		5		415		73
Bad debt expense		91			141			94			251			(4)		91		6		94
Gain on extinguishment of debt		(5,516	)		—			(5,516	)		—
Reorganization items, net		—			166			6			352			—		—		—		6
Severance payments		—			10			—			29
Other		—			—			16			—			—		—		—		16
Adjusted EBITDA	$	23,847		$	21,315		$	46,782		$	38,551		$	16,278	$	23,847	$	41,191	$	46,782

Reconciliation of Net Cash from Operating Activities to Adjusted EBITDA


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

	(In thousands)
Net cash provided by operating activities	$	20,677	$	20,845	$	30,396	$	36,403
Changes in working capital		(13,582)		(4,526)		(2,209)		(7,248)
Interest expense, net		3,084		3,137		5,525		6,249
Gain (loss) on interest rate swaps		286		(18)		843		44
Cash settlements paid (received) on interest rate swaps		93		476		307		940
Amortization of gain associated with terminated commodity derivatives		—		4,166		—		9,951
Pipeline incident loss		5,092		—		5,672		—
Amortization and write-off of deferred financing fees		(203)		(221)		(336)		(360)
Acquisition and divestiture related expenses		36		7		41		19
Income tax expense - current portion		—		—		—		—
Exploration costs		10		7		26		23
Plugging and abandonment cost		785		5		804		235
Reorganization items, net		—		—		—		6
Other		—		(31)		122		520
Adjusted EBITDA	$	16,278	$	23,847	$	41,191	$	46,782

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

(In thousands)

Net cash provided by operating activities
$
20,845

$
29,900

$
36,403

$
42,989

Changes in working capital

(4,526
)

5,766

(7,248
)

5,311

Interest expense, net

3,137

6,209

6,249

13,856

Gain (loss) on interest rate swaps

(18
)

(438
)

44

(4,055
)
Cash settlements paid (received) on interest rate swaps

476

346

940

324

Cash settlements paid (received) on terminated derivatives

—

(17,977
)

—

(17,977
)
Amortization of gain associated with terminated commodity derivatives

4,166

—

9,951

—

Amortization and write-off of deferred financing fees

(221
)

(2,690
)

(360
)

(2,999
)
Acquisition and divestiture related expenses

7

44

19

525

Income tax expense - current portion

—

85

—

85

Exploration costs

7

3

23

19

Plugging and abandonment cost

5

—

235

—

Reorganization items, net

—

166

6

352

Severance payments

—

10

—

29

Other

(31
)

(109
)

520

92

Adjusted EBITDA
$
23,847

$
21,315

$
46,782

$
38,551

Table of Contents

Liquidity and Capital Resources

Overview. Our ability to finance our operations, including funding capital expenditures and acquisitions, to meet our indebtedness obligations, to refinance our indebtedness or to meet our collateral requirements will depend on our ability to generate cash in the future. Our primary sources of liquidity and capital resources have historically been cash ~~on hand, cash~~ flows ~~provided~~generated by operating activities and borrowings under our Revolving Credit Facility. As we pursue reserve and production growth, we plan to monitor which capital resources, including equity and debt financings, are available to us to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. Based on our current oil and natural gas price expectations, we believe our cash flows provided by operating activities and availability under our Revolving Credit Facility will provide us with the financial flexibility necessary to meet our cash requirements, including normal operating needs, and to pursue our currently planned 2022 development activities. However, future cash flows are subject to a number of variables, including the level of our oil and natural gas production and the prices we receive for our oil and natural gas production, and significant additional capital expenditures will be required to more fully develop our properties. We cannot assure you that operations and other needed capital will be available on acceptable terms, or at all. For the remainder of ~~2021,~~2022, we expect our primary funding sources to be from internally generated cash ~~flows provided by operating activities, cash on hand and available borrowing capacity~~flow, borrowings under our Revolving Credit ~~Facility.~~Facility, and equity and debt capital markets.

Impact of the Southern California Pipeline Incident.There is substantial uncertainty surrounding the full impact that the Incident will have on our financial condition and cash flow generation going forward. We have incurred and will continue to incur costs as a result of the Incident, and we anticipate that the suspension of production from Beta will lead to a material reduction in revenue from these assets. Although we carry customary insurance policies, including loss of production income insurance, which we expect will cover a material portion of the total aggregate costs associated with the Incident, including loss of revenue resulting from suspended operations, we can provide no assurance that our coverage will adequately protect us against liability from all potential consequences, damages and losses related to the Incident.

Capital Markets. We do not currently anticipate any near-term capital markets activity, but we will continue to evaluate the availability of public debt and equity for funding potential future growth projects and acquisition activity.

Hedging. Commodity hedging has been and remains an important part of our strategy to reduce cash flow volatility. Our hedging activities are intended to support oil, NGL and natural gas prices at targeted levels and to manage our exposure to commodity price fluctuations. We intend to enter into commodity derivative contracts at times and on terms desired to maintain a portfolio of commodity derivative contracts covering at least ~~30%-65%~~50%-60% of our estimated production from total proved developed producing reserves over a ~~one-to-three year~~one-to-three-year period at any given point of ~~time to satisfy the hedging covenants in our Revolving Credit Facility and pursuant to our internal policies.~~time. We may, however, from time to time, hedge more or less than this approximate amount. Additionally, we may take advantage of opportunities to modify our commodity derivative portfolio to change the percentage of our hedged production volumes when circumstances suggest that it is prudent to do so. The current market conditions may also impact our ability to enter into future commodity derivative contracts.

We evaluate counterparty risks related to our commodity derivative contracts and trade credit. Should any of these financial counterparties not perform, we may not realize the benefit of some of our hedges under lower commodity prices. We sell our oil and natural gas to a variety of purchasers. Non-performance by a customer could also result in losses.

Capital Expenditures. Our total capital expenditures were approximately ~~$16.7~~$20.4 million for the six months ended June 30, ~~2021,~~2022, which were primarily related to capital workovers, maintenance and facilities located in Oklahoma, East Texas, the Rockies and ~~California~~non-operated drilling and ~~non-operated~~ completion activities in East Texas and the Eagle Ford.

Working Capital. ~~We expect to fund~~ Working capital is the amount by which current assets exceed current liabilities. Our working capital requirements are primarily driven by changes in accounts receivable and accounts payable, as well as the classification of our debt outstanding. These changes are impacted by changes in the prices of commodities that we buy and sell. In general, our working capital requirements increase in periods of rising commodity prices and decrease in periods of declining commodity prices. However, our working capital needs ~~primarily~~do not necessarily change at the same rate as commodity prices because both accounts receivable and accounts payable are impacted by the same commodity prices. In addition, the timing of payments received by our customers or paid to our suppliers can also cause fluctuations in working capital because we settle with ~~operating cash flows. Furthermore,~~most of our ~~expected capital expenditures~~larger customers on a monthly basis and ~~debt service requirements are expected to be funded by operating cash flows. See Note 7~~often near the end of the ~~Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” and “—Overview”~~month. We expect that our future working capital requirements will be impacted by these same factors.

Table of ~~this quarterly report for additional information.~~Contents

As of June 30, ~~2021,~~2022, we had a working capital deficit of ~~$55.3~~$78.1 million primarily due to short-term derivatives of ~~$63.1~~$80.0 million, accrued liabilities of ~~$26.1~~$48.9 million, revenues payable of ~~$19.2~~$24.5 million, and accounts payable of ~~$14.4~~$35.0 million offset by accounts receivable of ~~$39.6~~$77.8 million, cash on hand of ~~$15.2~~$16.7 million and prepaid expenses of ~~$12.6~~$15.2 million.

Debt Agreement

Revolving Credit Facility. On November 2, 2018, OLLC, as borrower, entered into the Revolving Credit Facility (as amended and supplemented to date) ~~with Bank of Montreal,~~. KeyBank serves as the administrative agent. Our borrowing base under our Revolving Credit Facility is subject to redetermination on at least a semi-annual basis primarily based on a reserve engineering report.

On June 16, 2021, the Company completed its scheduled semi-annual borrowing base redetermination process, pursuant to which the borrowing base under the Revolving Credit Facility was decreased from $260.0 million to $245.0 million. Additionally, the administrative agent under the Revolving Credit Facility agreement was changed from Bank of Montreal to KeyBank.

As of June 30, ~~2021,~~2022, we had approximately $10.0 million of available borrowings under our Revolving Credit Facility. ~~See~~

As of June 30, 2022, we were in compliance with all the financial (current ratio and total leverage ratio) and non-financial covenants associated with our Revolving Credit Facility.

On June 20, 2022, OLLC entered into the Sixth Amendment. The Sixth Amendment amends the Revolving Credit Facility to, among other things:

●

terminate the automatic monthly reductions of the borrowing base;

●

reaffirm the borrowing base under the Revolving Credit Facility at $225.0 million; and

●

modify the affirmative hedging covenant.

For additional information regarding our Revolving Credit Facility, see Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Material Cash Requirements

Contractual commitments. We have contractual commitments under our debt agreements, including interest payments and principal payments. See Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional ~~information regarding~~information.

Lease Obligations. We have operating leases for office and warehouse spaces, office equipment, compressors and surface rentals related to our ~~Revolving Credit Facility.~~business obligations. See Note 11 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

Sinking fund payments. We have a funding requirement to fund a trust account to comply with supplemental regulatory bonding requirements related to our decommissioning obligations for our offshore Southern California production facilities. As of June 30, ~~2021, we~~2022, our future commitment under this agreement were ~~in compliance with all~~$2.7 million for the ~~financial (current ratio and total leverage ratio) and other covenants associated with our Revolving Credit Facility.~~

~~COVID-19 Relief Funding.On June 22, 2021,~~remaining of 2022. See Note 14 of the Company was notified by the bank that the PPP Loan was approved for full and complete forgiveness by the Small Business Association. For the three and six months ended June 30, 2021, the Company recorded a gain on extinguishment of debt for $5.5 million in theNotes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of ~~Operations.~~this quarterly report for additional information.

~~Under the Consolidated Appropriations Act 2021 passed by the U.S. Congress and signed by the President on December 27, 2020, provisions~~41

Table of the CARES Act were extended and modified making the Company eligible for the employee retention credit subject to meeting certain criteria. The Company met the criteria for the first and second quarters of 2021 and recognized a $2.8 million employee retention credit during the three and six months ended June 30, 2021, which is included as a credit to general and administrative expense and to lease operating expense in the Unaudited Condensed Consolidated Statements of Operations.Contents

Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated. The cash flows for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 have been derived from our Unaudited Condensed Consolidated Financial Statements. For information regarding the individual components of our cash flow amounts, see ~~the~~our Unaudited Condensed Consolidated Statements of Cash Flows included under “Item 1. Financial Statements” of this quarterly report.


	For the Six Months Ended
	June 30,
	2022		2021

	(In thousands)
Net cash provided by operating activities	$	30,396	$	36,403
Net cash used in investing activities		(16,914)		(11,575)
Net cash used in financing activities		(15,590)		(20,042)

For the Six Months Ended

June 30,

2021

2020

(In thousands)

Net cash provided by operating activities
$
36,403

$
42,989

Net cash used in investing activities

(11,575
)

(26,842
)
Net cash used in financing activities

(20,042
)

(3,270
)

Operating Activities. Key drivers of net operating cash flows are commodity prices, production volumes and operating costs. Net cash provided by operating activities was ~~$36.4~~$30.4 million and ~~$43.0~~$36.4 million for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. Production volumes ~~decreased by 13% primarily related to natural decline~~were approximately 20.4 MBoe/d and 25.0 MBoe/d for the ~~impact of Winter Storm Uri that caused a severe freeze in areas that we operate which resulted in shut-ins for wells, pipelines~~six months ended June 30, 2022 and ~~plants for two weeks in February 2021.~~2021, respectively. The average realized sales price was ~~$33.76~~$55.95 per Boe and ~~$17.74~~$33.76 per Boe for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The change in average realized sales price was primarily due to the increase in commodity prices.

~~Other items affecting~~Net cash provided by operating ~~cash flow was cash paid on expired derivative instruments of $28.4 million~~activities for the six months ended June 30, ~~2021~~2022 included $79.5 million of cash paid on expired commodity derivative instruments compared to $27.5 million of cash ~~receipts~~paid on expired commodity derivatives ~~of $39.8 million and cash receipts on terminated derivative instruments of $18.0 million~~ for the six months ended June 30, ~~2020. Derivative instruments also changed from a net gain position of $88.5 million for~~2021. For the six months ended June 30, ~~2020~~2022, we had net losses on commodity derivative instruments of $112.0 million compared to a net ~~loss position on derivative instruments~~losses of $98.5 million for the six months ended June 30, 2021.

In addition, the Company recorded a $5.5 million gain on extinguishment of debt related to the forgiveness of the PPP Loan. See Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information regarding the PPP Loan.

Investing Activities. Net cash used in investing activities for the six months ended June 30, 2022 was $16.9 million, of which $12.9 million was used for additions to oil and natural gas properties. Net cash provided by investing activities for the six months ended June 30, 2021 was $11.6 million, of which $11.5 million was used for additions to oil and natural gas properties. ~~Net cash provided by investing activities for~~

Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with our offshore Southern California properties. Additions to restricted investments were $4.0 million during the six months ended June 30, ~~2020 was $26.8 million, of which $26.1 million was used for additions to oil and natural gas properties.~~2022.

Financing Activities. ~~The Company~~ We had net repayments of ~~$20.0~~$15.0 million and ~~$5.0~~$20.0 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, related to our Revolving Credit Facility.

For the six months ended June 30, 2020, the Company paid out $3.8 million in dividends on March 30, 2020 to stockholders of record at the close of business on March 16, 2020. The board of directors subsequently suspended quarterly dividends. Future dividends, if any, are subject to debt covenants under our Revolving Credit Facility and discretionary approval by the board of directors.

~~As noted above, the Company received forgiveness for the $5.5 million PPP Loan received in April 2020.~~

Off–Balance Sheet Arrangements

As of June 30, ~~2021,~~2022, we had no off–balance sheet arrangements.

Recently Issued Accounting Pronouncements

For a discussion of recent accounting pronouncements that will affect us, see Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements included under ~~“Item~~“Item 1. Financial Statements” of this quarterly report for additional information.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Table of Contents

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) and under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, ~~2021.~~2022.

The full impact of COVID-19 on our business is still uncertain. In order to protect the health and safety of our employees, we took proactive steps to allow employees to work remotely and to reduce the number of employees on site at any one time in our field areas to comply with social distancing guidelines. We believe that our internal controls and procedures are still functioning as designed and were effective for the most recent quarter.

Change in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1 and 31.2, respectively, to this quarterly report.

Table of Contents

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

For ~~information regarding~~a discussion of the legal proceedings associated with the Incident, see ~~Part I, “Item 1. Financial Statements,”~~ Note ~~14, “Commitments and Contingencies — Litigation and Environmental”~~16 of the Notes to Unaudited Condensed Consolidated Financial Statements included inunder “Item 1. Financial Statements” of this quarterly report ~~which is incorporated herein~~and the annual financial statements and related notes included in our 2021 Form-10K.

Future litigation may be necessary, among other things, to defend ourselves by ~~reference.~~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 us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A.

RISK FACTORS.

Our business faces many risks. Any of the risks discussed elsewhere in this quarterly report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. There have been no material changes to the risk factors since those disclosed in our ~~2020~~2021 Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table summarizes our repurchase activity during the three months ended June 30, ~~2021:~~2022:


				Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares That
				Part of Publicly	May Yet Be
	Total Number of	Average Price		Announced Plans	Purchased Under the
Period	Shares Purchased	Paid per Share		or Programs	Plans or Programs (1)
					(In thousands)
Common Shares Repurchased (1)
April 1, 2022 - April 30, 2022	2,304	$	5.78	—	n/a
May 1, 2022 - May 31, 2022	—	$	—	—	n/a
June 1, 2022 - June 30, 2022	—	$	—	—	n/a

Period

Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs

Approximate Dollar
Value of Shares That
May Yet Be
Purchased Under the
Plans or Programs (1)

(In thousands)
Common Shares Repurchased (1)

April 1, 2021 - April 30, 2021

2,301

$
2.94

—

n/a
May 1, 2021 - May 31, 2021

1,629

$
2.67

—

n/a
June 1, 2021 - June 30, 2021

—

$
—

—

n/a

(1)

Common shares are generally net-settled by shareholders to cover the required withholding tax upon vesting. ~~The Company~~We repurchased the remaining vesting shares on the vesting date at current market price. See Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

Table of Contents

ITEM 6.EXHIBITS.


~~ITEM 6.~~Exhibit Number		~~EXHIBITS.~~

	Exhibit Number	Description	~~Description~~
3.1	—	Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on October 21, 2016, and incorporated herein by reference).

3.2	—	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc., dated August 6, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 6, 2019).

3.3	—	~~Second~~Third Amended and Restated Bylaws of ~~Midstates Petroleum Company Inc.~~Amplify Energy Corp. (incorporated by reference to Exhibit ~~3.2~~3.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 15, 2021).

10.1	—	Borrowing Base Redetermination Agreement and Sixth Amendment to Credit Agreement, dated June 20, 2022, by and among Amplify Energy Operating LLC, Amplify Acquisitionco LLC, the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on ~~August 6, 2019)~~June 21, 2022).

~~10.1*#~~	—	~~Employment Agreement, dated May 17, 2021, by and between Amplify Energy Corp. and Eric Dulany.~~

31.1*	—	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

31.2*	—	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

32.1**	—	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	—	Inline XBRL Instance Document

101.SCH*	—	Inline XBRL Schema Document

101.CAL*	—	Inline XBRL Calculation Linkbase Document

101.DEF*	—	Inline XBRL Definition Linkbase Document

101.LAB*	—	Inline XBRL Labels Linkbase Document

101.PRE*	—	Inline XBRL Presentation Linkbase Document

104*	—	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed as an exhibit to this Quarterly Report on Form 10-Q.

**	Furnished as an exhibit to this Quarterly Report on Form 10-Q.

#	~~Management contract or compensatory plan or arrangement.~~

†	~~Certain schedules and similar attachments have been omitted. We agree to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon its request.~~

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Amplify Energy Corp.
		(Registrant)


Date:	August ~~4, 2021~~3, 2022	By:	/s/ Jason McGlynn
		Name:	Jason McGlynn
		Title:	Senior Vice President and Chief Financial Officer


Date:	August ~~4, 2021~~3, 2022	By:	/s/ Eric Dulany
		Name:	Eric Dulany
		Title:	Vice President and Chief Accounting Officer


Delaware		82-1326219
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Dallas Street, Suite 1700, Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

Large accelerated filer ☐	Accelerated filer☐þ
Non-accelerated filer ☑☐	Smaller reporting company ☑
Emerging growth company ☐


			Page


	Glossary of Oil and Natural Gas Terms			1
	Names of Entities			4
	Cautionary Note Regarding Forward-Looking Statements			5

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements		8
	Unaudited Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021			8
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021			9
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2021~~2022 and ~~2020~~ 2021			10
	Unaudited Condensed Consolidated Statements of Equity (Deficit) for the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~ 2021			11
	Notes to Unaudited Condensed Consolidated Financial Statements		12
	Note 1 – Organization and Basis of Presentation			12
	Note 2 – Summary of Significant Accounting Policies			13
	Note 3 – Revenue			13
	Note 4 – Fair Value Measurements of Financial Instruments			14
	Note 5 – Risk Management and Derivative Instruments			15
	Note 6 – Asset Retirement Obligations			18
	Note 7 – Long-term Debt			1819
	Note 8 – Equity (Deficit)			1920
	Note 9 – Earnings per Share			2021
	Note 10 – Long-Term Incentive Plans			2021
	Note 11 – Leases			2324
	Note 12 – Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows			2426
	Note 13 – Related Party Transactions			2427
	Note 14 – Commitments and Contingencies			2527
	Note 15 – Income Taxes			2528
	Note 16 – Southern California Pipeline Incident		28
~~Item 2.~~
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2632
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			3442
Item 4.	Controls and Procedures			3443

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings			3544
Item 1A.	Risk Factors			3544
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			3544
Item 3.	Defaults Upon Senior Securities			3544
Item 4.	Mine Safety Disclosures			3544
Item 5.	Other Information			3544
Item 6.	Exhibits			3645

Signatures		37	46


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


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AMPY	NYSE

	Stockholders' Equity (Deficit)
	Common Stock		Warrants		Additional Paid-in Capital			Accumulated Deficit			Total
Balance at December 31, 2020	$	378	$	4,788	$	424,104		$	(463,007	)	$	(33,737	)
Net loss		0		0		0			(19,328	)		(19,328	)
Share-based compensation expense		0		0		(204	)		0			(204	)
Shares withheld for taxes		0		0		(5	)		0			(5	)
Other		3		0		(3	)		0			0
Balance at March 31, 2021		381		4,788		423,892			(482,335	)		(53,274	)
Net loss		0		0		0			(35,023	)		(35,023	)
Share-based compensation expense		0		0		934			0			934
Shares withheld for taxes		0		0		(12	)		0			(12	)
Balance at June 30, 2021	$	381	$	4,788	$	424,814		$	(517,358	)	$	(87,375	)

	Fair Value Measurements at June 30, 2021 Using
	Quoted Prices in		Significant Other		Significant
	Active Market		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Fair Value
	(In thousands)
Assets:
Commodity derivatives	$	0	$	5,295	$	0	$	5,295
Interest rate derivatives		0		0		0		0
Total assets	$	0	$	5,295	$	0	$	5,295

Liabilities:
Commodity derivatives	$	0	$	84,336	$	0	$	84,336
Interest rate derivatives		0		1,769		0		1,769
Total liabilities	$	0	$	86,105	$	0	$	86,105

		Asset Derivatives			Liability Derivatives			Asset Derivatives			Liability Derivatives
		June 30,			June 30,			December 31,			December 31,
Type	Balance Sheet Location	2021			2021			2020			2020
		(In thousands)
Commodity contracts	Short-term derivative instruments	$	1,172		$	62,901		$	6,088		$	15,007
Interest rate swaps	Short-term derivative instruments		0			1,342			0			1,905
Gross fair value			1,172			64,243			6,088			16,912
Netting arrangements			(1,172	)		(1,172	)		(6,088	)		(6,088	)
Net recorded fair value	Short-term derivative instruments	$	0		$	63,071		$	0		$	10,824

Commodity contracts	Long-term derivative instruments	$	4,124		$	21,436		$	9,361		$	8,488
Interest rate swaps	Long-term derivative instruments		0			427			0			847
Gross fair value			4,124			21,863			9,361			9,335
Netting arrangements			(4,124	)		(4,124	)		(8,488	)		(8,488	)
Net recorded fair value	Long-term derivative instruments	$	0		$	17,739		$	873		$	847

Asset retirement obligations at beginning of period	$	97,149
Liabilities added from acquisition or drilling		29
Liabilities settled		(162	)
Liabilities removed upon sale of wells		(113	)
Accretion expense		3,253
Revision of estimates		3
Asset retirement obligation at end of period		100,159
Less: Current portion		(747	)
Asset retirement obligations - long-term portion	$	99,412

				Weighted-
				Average Grant
	Number of			-Date Fair Value
	Units			per Unit (1)
TSUs outstanding at December 31, 2020		115,797		$	4.47
Granted (2)		872,588		$	3.52
Forfeited		(1,244	)	$	5.12
Vested		(24,056	)	$	3.91
TSUs outstanding at June 30, 2021		963,085		$	3.62

	Number of Units		Weighted-Average Grant-Date Fair Value per Unit (1)
PRSUs outstanding at December 31, 2020		0	$	0
Granted (2)		196,377	$	1.94
Forfeited		0	$	0
Vested		0	$	0
PRSUs outstanding at June 30, 2021		196,377	$	1.94

	Office leases		Leased vehicles and office equipment		Total
Remaining 2021	$	816	$	370	$	1,186
2022		140		290		430
2023		0		195		195
2024 and thereafter		0		14		14
Total lease payments		956		869		1,825
Less: interest		16		28		44
Present value of lease liabilities	$	940	$	841	$	1,781

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
							(In thousands)
Common Shares Repurchased (1)
April 1, 2021 - April 30, 2021		2,301	$	2.94		—	n/a
May 1, 2021 - May 31, 2021		1,629	$	2.67		—	n/a
June 1, 2021 - June 30, 2021		—	$	—		—	n/a