Amplify Energy Corp. (Form: 10-Q, Received: 05/05/2021 16:25:40)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10–Q

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

For the quarterly period ended March 31, 2021

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

For the transition period from to .

Commission File Number: 001-35512

Amplify Energy Corp.

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (713) 490-8900

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

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☑ Yes ☐ No

Securities Registered Pursuant to Section 12(b):


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

As of April 30, 2021, the registrant had 37,976,522 outstanding shares of common stock, $0.01 par value outstanding.

AMPLIFY ENERGY CORP.

Table of Contents

		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
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	8
	Unaudited Condensed Statements of Consolidated Operations for the Three Months Ended March 31, 2021 and 2020	9
	Unaudited Condensed Statements of Consolidated Cash Flows for the Three Months Ended March 31, 2021 and 2020	10
	Unaudited Condensed Statements of Consolidated Equity for the Three Months Ended March 31, 2021 and 2020	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	14
	Note 4 – Acquisitions and Divestitures	14
	Note 5 – Fair Value Measurements of Financial Instruments	14
	Note 6 – Risk Management and Derivative Instruments	16
	Note 7 – Asset Retirement Obligations	18
	Note 8 – Long-term Debt	19
	Note 9 – Equity (Deficit)	20
	Note 10 – Earnings per Share	20
	Note 11 – Long-Term Incentive Plans	20
	Note 12 – Leases	22
	Note 13 -Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Statements of Consolidated Cash Flows	24
	Note 14 – Related Party Transactions	24
	Note 15 – Commitments and Contingencies	24
	Note 16 – Income Taxes	25

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	34

Signatures		36

GLOSSARY OF OIL AND NATURAL GAS TERMS

Analogous Reservoir: Analogous reservoirs, as used in resource assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, analogous reservoir refers to a reservoir that shares all of the following characteristics with the reservoir of interest: (i) the same geological formation (but not necessarily in pressure communication with the reservoir of interest); (ii) the same environment of deposition; (iii) similar geologic structure; and (iv) the same drive mechanism.

Bbl: One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

Bbl/d: One Bbl per day.

Bcfe: One billion cubic feet of natural gas equivalent.

Boe: One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil.

BOEM: U.S. Bureau of Ocean Energy Management.

Btu: One British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water by one degree Fahrenheit.

Development Project: A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

Dry Hole or Dry Well: A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production would exceed production expenses and taxes.

Economically Producible: The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. For this determination, the value of the products that generate revenue are determined at the terminal point of oil and natural gas producing activities.

Exploitation: A development or other project which may target proven or unproven reserves (such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.

Field: An area consisting of a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

Gross Acres or Gross Wells: The total acres or wells, as the case may be, in which we have a working interest.

ICE: Inter-Continental Exchange.

MBbl: One thousand Bbls.

MBbls/d: One thousand Bbls per day.

MBoe: One thousand barrels of oil equivalent.

MBoe/d: One thousand barrels of oil equivalent per day.

MMBoe: One million barrels of oil equivalent.

Mcf: One thousand cubic feet of natural gas.

Mcf/d: One Mcf per day.

MMBtu: One million Btu.

MMcf: One million cubic feet of natural gas.

MMcfe: One million cubic feet of natural gas equivalent.

MMcfe/d: One MMcfe per day.

Net Production: Production that is owned by us less royalties and production due to others.

NGLs: The combination of ethane, propane, butane and natural gasolines that, when removed from natural gas, become liquid under various levels of higher pressure and lower temperature.

NYMEX: New York Mercantile Exchange.

Oil: Oil and condensate.

Operator: The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.

OPIS: Oil Price Information Service.

Plugging and Abandonment: Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another stratum or to the surface. Regulations of all states require plugging of abandoned wells.

Probabilistic Estimate: The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

Proved Developed Reserves: Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods.

Proved Reserves: Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence the project, within a reasonable time. The area of the reservoir considered as proved includes (i) the area identified by drilling and limited by fluid contacts, if any, and (ii) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or natural gas on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons, as seen in a well penetration, unless geoscience, engineering or performance data and reliable technology establishes a lower contact with reasonable certainty. Where direct observation from well penetrations has defined a highest known oil elevation and the potential exists for an associated natural gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. Reserves which can be produced economically through application of improved recovery techniques (including fluid injection) are included in the proved classification when (i) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir, or an analogous reservoir or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (ii) the project has been approved for development by all necessary parties and entities, including governmental entities. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price used is the average price during the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Realized Price: The cash market price less all expected quality, transportation and demand adjustments.

Reliable Technology: Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Reserves: Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

Reservoir: A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reserves.

Resources: Resources are quantities of oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered unrecoverable. Resources include both discovered and undiscovered accumulations.

Working Interest: An interest in an oil and natural gas lease that gives the owner of the interest the right to drill for and produce oil and natural gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.

Workover: Operations on a producing well to restore or increase production.

WTI: West Texas Intermediate.

NAMES OF ENTITIES

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

•	“Amplify Energy,” “Company,” “we,” “our,” “us” or like terms refers to Amplify Energy Corp. (f/k/a Midstates Petroleum Company, Inc.) 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;

•	“Midstates” refers to Midstates Petroleum Company, Inc., which, merged with Legacy Amplify on August 6, 2019 and subsequently changed its name to “Amplify Energy Corp.”; and

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

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, 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;

•

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 the ongoing novel coronavirus (“COVID19”) pandemic, or any government response to such occurrence or threat;

•

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:

•

our results of evaluation and implementation of strategic alternatives;

•

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;

•

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;

•

general political and economic conditions, globally and in the jurisdictions in which we operate;

•

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

•

the impact of legislation and 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 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021 (“Form 10-K”). All forward-looking statements speak only as of the date of this report. We do 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 us or persons acting on our behalf.

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except outstanding shares)

	March 31,			December 31,
	2021			2020
ASSETS
Current assets:
Cash	$	16,801		$	10,364
Accounts receivable, net		35,424			30,901
Prepaid expenses and other current assets		12,297			15,572
Total current assets		64,522			56,837
Property and equipment, at cost:
Oil and natural gas properties, successful efforts method		780,757			775,167
Support equipment and facilities		142,346			142,208
Other		9,431			9,102
Accumulated depreciation, depletion and impairment		(616,578	)		(609,231	)
Property and equipment, net		315,956			317,246
Long-term derivative instruments		1,522			873
Restricted investments		4,623			4,623
Operating lease - long term right-of-use asset		2,394			2,500
Other long-term assets		2,541			2,680
Total assets	$	391,558		$	384,759

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	6,364		$	798
Revenues payable		24,944			22,563
Accrued liabilities (see Note 13)		20,550			22,677
Short-term derivative instruments		30,391			10,824
Total current liabilities		82,249			56,862
Long-term debt (see Note 8)		255,516			260,516
Asset retirement obligations		98,201			96,725
Long-term derivative instruments		5,355			847
Operating lease liability		404			266
Other long-term liabilities		3,107			3,280
Total liabilities		444,832			418,496
Commitments and contingencies (see Note 15)
Stockholders' equity (deficit):
Preferred stock, $0.01 par value: 50,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020		—			—
Warrants, 2,173,913 and 2,173,913 warrants issued and outstanding at March 31, 2021 and December 31, 2020, respectively		4,788			4,788
Common stock, $0.01 par value: 250,000,000 shares authorized; 37,969,324 and 37,663,509 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		381			378
Additional paid-in capital		423,892			424,104
Accumulated earnings (deficit)		(482,335	)		(463,007	)
Total stockholders' equity (deficit)		(53,274	)		(33,737	)
Total liabilities and equity	$	391,558		$	384,759

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS

(In thousands, except per share amounts)

	For the Three Months Ended
	March 31,
	2021			2020
Revenues:
Oil and natural gas sales	$	72,331		$	57,787
Other revenues		138			349
Total revenues		72,469			58,136

Costs and expenses:
Lease operating expense		28,906			35,723
Gathering, processing and transportation		4,579			5,053
Exploration		16			16
Taxes other than income		4,613			3,986
Depreciation, depletion and amortization		7,347			15,556
Impairment expense		—			455,031
General and administrative expense		6,921			8,353
Accretion of asset retirement obligations		1,615			1,513
(Gain) loss on commodity derivative instruments		34,588			(107,713	)
Other, net		68			—
Total costs and expenses		88,653			417,518
Operating income (loss)		(16,184	)		(359,382	)
Other income (expense):
Interest expense, net		(3,112	)		(7,647	)
Other income (expense)		(26	)		16
Total other income (expense)		(3,138	)		(7,631	)
Income (loss) before reorganization items, net and income taxes		(19,322	)		(367,013	)
Reorganization items, net		(6	)		(186	)
Net income (loss)		(19,328	)		(367,199	)
Net (income) loss allocated to participating restricted stockholders		—			—
Net income (loss) attributable to common stockholders	$	(19,328	)	$	(367,199	)

Earnings (loss) per share: (See Note 10)
Basic and diluted earnings (loss) per share	$	(0.51	)	$	(9.77	)
Weighted average common shares outstanding:
Basic and diluted		37,829			37,568

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(In thousands)

	For the Three Months Ended
	March 31,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	(19,328	)	$	(367,199	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		7,347			15,556
Impairment expense		—			455,031
(Gain) loss on derivative instruments		34,526			(104,096	)
Cash settlements (paid) received on expired derivative instruments		(11,100	)		12,522
Bad debt expense		3			110
Amortization of deferred financing costs		139			309
Accretion of asset retirement obligations		1,615			1,513
Share-based compensation (see Note 11)		(204	)		(1,112	)
Settlement of asset retirement obligations		(162	)		—
Changes in operating assets and liabilities:
Accounts receivable		(4,525	)		8,381
Prepaid expenses and other assets		2,574			(349	)
Payables and accrued liabilities		4,849			(7,399	)
Other		(176	)		(178	)
Net cash provided by operating activities		15,558			13,089
Cash flows from investing activities:
Additions to oil and gas properties		(3,788	)		(12,416	)
Additions to other property and equipment		(328	)		(304	)
Net cash provided by (used in) investing activities		(4,116	)		(12,720	)
Cash flows from financing activities:
Advances on revolving credit facilities		—			25,000
Payments on revolving credit facilities		(5,000	)		(20,000	)
Dividends to stockholders		—			(3,786	)
Restricted shares returned to plan and retired		(5	)		(14	)
Net cash provided by (used in) financing activities		(5,005	)		1,200
Net change in cash, cash equivalents and restricted cash		6,437			1,569
Cash, cash equivalents and restricted cash, beginning of period		10,364			325
Cash, cash equivalents and restricted cash, end of period	$	16,801		$	1,894

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY

(In thousands)

	Stockholders' Equity (Deficit)
	Common Stock		Warrants		Additional Paid-in Capital			Accumulated Earnings (Deficit)			Total
Balance at December 31, 2020	$	378	$	4,788	$	424,104		$	(463,007	)	$	(33,737	)
Net income (loss)		—		—		—			(19,328	)		(19,328	)
Share-based compensation expense		—		—		(204	)		—			(204	)
Restricted shares repurchased		—		—		(5	)		—			(5	)
Other		3		—		(3	)		—			—
Balance at March 31, 2021	$	381	$	4,788	$	423,892		$	(482,335	)	$	(53,274	)

	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 income (loss)		—		—		—			(367,199	)		(367,199	)
Share-based compensation expense		—		—		(1,112	)		—			(1,112	)
Restricted shares repurchased		—		—		(14	)		—			(14	)
Dividends		—		—		—			(3,786	)		(3,786	)
Balance at March 31, 2020	$	209	$	4,790	$	423,273		$	(366,176	)	$	62,096

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

General

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

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 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 / 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 Unaudited Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and guidelines of 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 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 in these financial statements are adequate, 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”) have been condensed or omitted pursuant to the rules and regulations of the SEC.

The Unaudited Condensed Consolidated Financial Statements have been prepared as if the Company is a going concern.

Material intercompany transactions and balances have been eliminated in preparation of our consolidated financial statements.

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 and liabilities assumed in business combinations and asset retirement obligations.

Risk and Uncertainties

During 2020 as a result of the pandemic, there was sharp reduction in the demand for oil and natural gas and a precipitous decline in commodity prices, which were further impacted by disputes over production levels among oil-producing countries, the significant increase in production levels by such countries and limited storage capacity for natural gas, oil and refined products. The reductions in commodity prices impacted the Company’s cash flow from operating activities, contributed to a decrease in the Company’s borrowing base under its Revolving Credit Facility, and led to an impairment of our oil and natural gas properties.

Despite the gradual recovery in commodity prices in the second half of 2020 and the first quarter of 2021, the expectation of a successful phased rollout of a vaccine in 2021, and the successful realization and execution of our disciplined operational strategy and hedging program, there remains significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine the extent of the impact caused by the COVID-19 pandemic to the Company’s operations.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Employee Retention Credit

The Consolidated Appropriations Act extended and expanded the availability of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) employee retention credit through June 30, 2021. Subsequently, the American Rescue Plan Act of 2021 ("ARP Act"), enacted on March 11, 2021, extended and expanded the availability of the employee retention credit through December 31, 2021, however, certain provisions apply only after December 31, 2020. This new legislation expanded the group of qualifying business to include businesses with fewer than 500 employees and those who previously qualified for the Paycheck Protection Program (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 met in the first quarter of 2021 and an application has been filed accordingly.

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 Form 10-K.

Current Expected Credit Losses

The Company adopted ASU 2019-10 Measurement of Credit Losses on Financial Instruments as of January 1, 2020. The provisions of the standard were interpreted to relate only to the Company’s accounts receivable, net. Trade receivables relate to one common pool, revenue earned on the sale of oil, natural gas and natural gas liquids. The performance obligation is satisfied at a point in time and revenue is recognized and a trade receivable is recorded from the sale when production is delivered to, and title has transferred to, the purchaser. The majority of the Company’s purchasers have been large, major companies in the industry with the wherewithal to pay.

The Company, as operator on most of our wells, also records receivables on billings to our joint interest owners who participate in the operating costs of the wells they have an interest in. Historically, an allowance for doubtful accounts has been set up to recognize credit losses on joint interest billing (“JIB”) receivables based upon an aging analysis which is an appropriate method to estimate credit losses under the guidance. The Company will continue to assess the expected credit loss in the future as economic conditions change. We believe the majority of our revenue purchasers have the size and financial condition to currently meet their obligations. There could be added risk on the JIB accounts receivable as some wells could become uneconomic, with the revenue not enough to cover the operating expenses billed, which could result in additional write-offs. Accordingly, the Company will continue to closely monitor trade receivables.

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 March 12, 2020, and an entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on the Company’s consolidated financial statements.

Income Taxes – Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued an accounting standard update which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This accounting standards update removes 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 not 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 financial position, results of operations and cash flows.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Revenue

Revenue from contracts with customers

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 natural gas 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 March 31, 2021.

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
	March 31,
	2021		2020
	(in thousands)
Revenues
Oil	$	49,695	$	41,851
NGLs		7,670		5,122
Natural gas		14,966		10,814
Oil and natural gas sales	$	72,331	$	57,787

Contract Balances

Under our sales contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities. Accounts receivable attributable to our revenue contracts with customers was $33.1 million at March 31, 2021 and $25.6 million at December 31, 2020.

Note 4. Acquisitions and Divestitures

Acquisition and Divestiture Related Expenses

There were no material acquisitions or divestitures during the three months ended March 31, 2021 and 2020.

Note 5. 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 March 31, 2021 and December 31, 2020. 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

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

	Fair Value Measurements at March 31, 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	$	—	$	7,896	$	—	$	7,896
Interest rate derivatives		—		—		—		—
Total assets	$	—	$	7,896	$	—	$	7,896

Liabilities:
Commodity derivatives	$	—	$	39,894	$	—	$	39,894
Interest rate derivatives		—		2,226		—		2,226
Total liabilities	$	—	$	42,120	$	—	$	42,120

	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	$	—	$	15,449	$	—	$	15,449
Interest rate derivatives		—		—		—		—
Total assets	$	—	$	15,449	$	—	$	15,449

Liabilities:
Commodity derivatives	$	—	$	23,495	$	—	$	23,495
Interest rate derivatives		—		2,752		—		2,752
Total liabilities	$	—	$	26,247	$	—	$	26,247

See Note 6 for additional information regarding our 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 7 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).

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

•

No impairment expense recorded on proved oil and natural gas properties during the three months ended March 31, 2021.

•

For the three months ended March 31, 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.

•

No impairment expense recorded on unproved oil and natural gas properties during the three months ended March 31, 2021.

•

We recognized $49.3 million of impairment expense on unproved properties for the three months ended March 31, 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 6. Risk Management and Derivative Instruments

Derivative instruments are utilized to manage exposure to commodity price fluctuations and 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.

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 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 current credit agreements are counterparties to our 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 also entered into International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with each of our counterparties. The terms of the ISDA Agreements provide us and each of our counterparties with rights of set-off upon the occurrence of defined acts of default by either us or our 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. Had all counterparties failed completely to perform according to the terms of the existing contracts, we would have had the right to offset $0.4 million against amounts outstanding under our Revolving Credit Facility at March 31, 2021. See Note 8 for additional information regarding our Revolving Credit Facility.

Commodity Derivatives

We 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 all derivative instruments at fair value.

In April 2020, the Company monetized a portion of its 2021 crude oil hedges for total cash proceeds of approximately $18.0 million.

We enter into natural gas derivative contracts that are indexed to NYMEX-Henry Hub. We also enter into oil derivative contracts indexed to NYMEX-WTI. Our NGL derivative contracts are primarily indexed to OPIS Mont Belvieu.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2021, we had the following open commodity positions:

	Remaining
	2021			2022
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (MMBtu)		981,667			590,000
Weighted-average fixed price	$	2.49		$	2.48

Collar contracts:
Two-way collars
Average monthly volume (MMBtu)		851,667			595,000
Weighted-average floor price	$	2.06		$	2.37
Weighted-average ceiling price	$	3.29		$	3.09

Natural Gas Basis Swaps:
PEPL basis swaps:
Average monthly volume (MMBtu)		500,000			—
Weighted-average spread	$	(0.40	)	$	—

Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (Bbls)		197,500			85,000
Weighted-average fixed price	$	48.12		$	54.81

Collar contracts:
Two-way collars
Average monthly volume (Bbls)		—			7,500
Weighted-average floor price	$	—		$	55.00
Weighted-average ceiling price	$	—		$	60.25

Three-way collars
Average monthly volume (Bbls)		52,500			76,000
Weighted-average ceiling price	$	50.50		$	53.18
Weighted-average floor price	$	40.00		$	40.00
Weighted-average sub-floor price	$	30.00		$	31.32

NGL Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (Bbls)		20,300			—
Weighted-average fixed price	$	23.74		$	—

Interest Rate Swaps

Periodically, we enter into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates such as those in our Credit Agreement to fixed interest rates. At March 31, 2021, we had the following interest rate swap open positions:

	Remaining
	2021			2022
Average Monthly Notional (in thousands)	$	125,000		$	75,000
Weighted-average fixed rate		1.612	%		1.281	%
Floating rate	1 Month LIBOR			1 Month LIBOR

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Presentation

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

		Asset Derivatives			Liability Derivatives			Asset Derivatives			Liability Derivatives
		March 31,			March 31,			December 31,			December 31,
Type	Balance Sheet Location	2021			2021			2020			2020
		(In thousands)
Commodity contracts	Short-term derivative instruments	$	2,547		$	31,310		$	6,088		$	15,007
Interest rate swaps	Short-term derivative instruments		—			1,628			—			1,905
Gross fair value			2,547			32,938			6,088			16,912
Netting arrangements			(2,547	)		(2,547	)		(6,088	)		(6,088	)
Net recorded fair value	Short-term derivative instruments	$	—		$	30,391		$	—		$	10,824

Commodity contracts	Long-term derivative instruments	$	5,349		$	8,584		$	9,361		$	8,488
Interest rate swaps	Long-term derivative instruments		—			598			—			847
Gross fair value			5,349			9,182			9,361			9,335
Netting arrangements			(3,827	)		(3,827	)		(8,488	)		(8,488	)
Net recorded fair value	Long-term derivative instruments	$	1,522		$	5,355		$	873		$	847

(Gains) Losses on Derivatives

We do 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 Statements of Consolidated Operations. The following table details the gains and losses related to derivative instruments for the periods indicated (in thousands):

		For the Three Months Ended
	Statements of	March 31,
	Operations Location	2021			2020
Commodity derivative contracts	(Gain) loss on commodity derivatives	$	34,588		$	(107,713	)
(Gain) loss on interest rate derivatives	Interest expense, net		(62	)		3,616

Note 7. Asset Retirement Obligations

The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the three months ended March 31, 2021 (in thousands):

Asset retirement obligations at beginning of period	$	97,149
Liabilities added from acquisition or drilling		20
Liabilities settled		(162	)
Liabilities removed upon sale of wells		—
Accretion expense		1,615
Revision of estimates		3
Asset retirement obligation at end of period		98,625
Less: Current portion		(424	)
Asset retirement obligations - long-term portion	$	98,201

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Long-Term Debt

The following table presents our consolidated debt obligations at the dates indicated:

	March 31,		December 31,
	2021		2020
	(In thousands)
Revolving Credit Facility (1)	$	250,000	$	255,000
Paycheck Protection Program loan (2)		5,516		5,516
Long-term debt	$	255,516	$	260,516

(1)

The carrying amount of our 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 of the paycheck protection program loan.

Revolving Credit Facility

Amplify Energy Operating LLC, our wholly owned subsidiary (“OLLC”), is a party to a reserve-based revolving credit facility (the “Revolving Credit Facility”), subject to a borrowing base of $260.0 million as of March 31, 2021, which is guaranteed by us and all of our current subsidiaries. The Revolving Credit Facility matures on November 2, 2023.

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 with respect to our estimated natural gas, oil and NGL reserves, which takes into account the prevailing natural gas, oil and NGL prices at such time, as adjusted for the impact of our commodity derivative contracts.

As of March 31, 2021, we were in compliance with all the financial (current ratio and total leverage ratio) and other covenants associated with our Revolving Credit Facility.

Weighted-Average Interest Rates

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

	For the Three Months Ended
	March 31,
	2021	2020
Revolving Credit Facility	3.67%	3.97%

Letters of Credit

At March 31, 2021, we had no letters of credit outstanding.

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with our Revolving Credit Facility was $1.4 million at March 31, 2021.

Paycheck Protection Program

On April 24, 2020, the Company received a $5.5 million loan under the PPP Loan. The PPP Loan was established as part of the CARES Act to provide loans to qualifying businesses. The loans and accrued interest are potentially forgivable provided that the borrower uses the loan proceeds for eligible purposes. At this time, the Company anticipates that a substantial majority of the loan proceeds will be forgiven under the program. The term of the Company’s PPP Loan is two years with an annual interest rate of 1% and no payments of principal or interest due during the six-month period beginning on the date of the PPP Loan.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9. 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 common stock issued for the three months ended March 31, 2021:

	Common Stock
Balance, December 31, 2020		37,663,509
Restricted stock units vested		7,870
Bonus stock awards (1)		455,973
Repurchase of common shares (2)		(158,028	)
Balance, March 31, 2021		37,969,324

(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.

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 (representing 8% of Legacy Amplify’s outstanding common stock as of May 4, 2017), including shares of Legacy Amplify’s common stock issuable upon full exercise of the warrants, but excluding any common stock issuable under Legacy Amplify’s Management Incentive Plan (the “Legacy Amplify MIP”), exercisable for a five-year period commencing on May 4, 2017 at an exercise price of $42.60 per share.

Cash Dividend Payment

On March 3, 2020, our board 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.

Note 10. Earnings per Share

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

	For the Three Months Ended
	March 31,
	2021			2020
Net income (loss)	$	(19,328	)	$	(367,199	)
Less: Net income allocated to participating restricted stockholders		—			—
Basic and diluted earnings available to common stockholders	$	(19,328	)	$	(367,199	)

Common shares/units:
Common shares outstanding — basic		37,829			37,568
Dilutive effect of potential common shares		—			—
Common shares outstanding — diluted		37,829			37,568

Net earnings (loss) per share:
Basic	$	(0.51	)	$	(9.77	)
Diluted	$	(0.51	)	$	(9.77	)
Antidilutive warrants (1)		2,174			9,154

(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 11. Long-Term Incentive Plans

In May 2017, Legacy Amplify implemented the Legacy Amplify MIP. In connection with the closing of the merger, on August 6, 2019, the Company assumed the Legacy Amplify MIP.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

Restricted Stock Units with Service Vesting Condition

The restricted stock units with service vesting conditions (“TSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with the TSUs was $0.2 million at March 31, 2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.2 years.

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

				Weighted-
				Average Grant
	Number of			Date Fair Value
	Units			per Unit (1)
TSUs outstanding at December 31, 2020		115,797		$	4.47
Granted		—		$	—
Forfeited		(622	)	$	5.12
Vested		(7,870	)	$	6.27
TSUs outstanding at March 31, 2021		107,305		$	4.33

(1)

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

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 March 31, 2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.4 years.

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

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

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

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

				Weighted-
				Average Grant
	Number of			Date Fair Value
	Units			per Unit (1)
PSUs outstanding at December 31, 2020		214,554		$	2.36
Granted		—		$	—
Forfeited		(1,866	)	$	2.11
Vested		—		$	—
PSUs outstanding at March 31, 2021		212,688		$	2.36

(1)

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

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2017 Non-Employee Directors Compensation Plan

In June 2017, Legacy Amplify implemented the 2017 Non-Employee Directors Compensation Plan (“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.

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 March 31, 2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.1 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, 2020		8,898	$	5.12
Granted		—	$	—
Forfeited		—	$	—
Vested		—	$	—
Board RSUs outstanding at March 31, 2021		8,898	$	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, which are reflected in the accompanying Unaudited Condensed Statements of Consolidated Operations for the periods presented (in thousands):

	For the Three Months Ended
	March 31,
	2021		2020
Equity classified awards
TSUs	$	75	$	131
PSUs		23		37
Board RSUs		4		5
	$	102	$	173

Note 12. Leases

For the quarter ended March 31, 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 leases for office space and equipment in our corporate office and operating regions as well as vehicles, compressors and surface rentals related to our business operations. In addition, we have offshore Southern California pipeline right-of-way use agreements. Most of our leases, other than our 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 leases can be terminated with 30-day prior written notice. The majority of our month-to-month leases are not included as a lease liability in our 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.

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

For the three months ended March 31, 2021 and 2020, we recognized approximately $0.6 million and $0.6 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Statement of Operations.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	For the Three Months Ended
	March 31,
	2021		2020
	(In thousands)
Non-cash amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	106	$	330

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

	March 31,		December 31,
	2021		2020
	(In thousands)
Right-of-use asset	$	2,394	$	2,500

Lease liabilities:
Current lease liability		2,009		2,258
Long-term lease liability		404		266
Total lease liability	$	2,413	$	2,524

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	$	1,365	$	701	$	2,066
2022		—		266		266
2023		—		150		150
2024 and thereafter		—		—		—
Total lease payments		1,365		1,117		2,482
Less: interest		31		38		69
Present value of lease liabilities	$	1,334	$	1,079	$	2,413

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

	March 31,
	2021			2020
Weighted average remaining lease term (years):
Office leases		0.47			1.27
Vehicles		0.77			0.55
Office equipment		0.03			0.07
Weighted average discount rate:
Office leases		2.75	%		3.50	%
Vehicles		1.45	%		1.00	%
Office equipment		0.14	%		0.20	%

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows

Accrued Liabilities

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

	March 31,		December 31,
	2021		2020
Accrued lease operating expense	$	8,013	$	8,978
Accrued production and ad valorem tax		3,280		2,601
Accrued commitment fee and other expense		2,920		4,404
Accrued general and administrative expense		2,019		3,349
Operating lease liability		2,009		2,258
Accrued capital expenditures		1,388		173
Asset retirement obligations		424		424
Accrued current income taxes		110		110
Accrued interest payable		25		26
Other		362		354
Accrued liabilities	$	20,550	$	22,677

Cash and Cash Equivalents Reconciliation

The following table provides a reconciliation of cash and cash equivalents on the Unaudited Condensed Consolidated Balance Sheet to cash, cash equivalents and restricted cash on the Unaudited Condensed Statements of Consolidated Cash Flows (in thousands):

	March 31,		December 31,
	2021		2020
Cash and cash equivalents	$	16,801	$	10,364
Restricted cash		—		—
Total cash, cash equivalents and restricted cash	$	16,801	$	10,364

Supplemental Cash Flows

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

	For the Three Months Ended
	March 31,
	2021		2020
Supplemental cash flows:
Cash paid for interest, net of amounts capitalized	$	2,265	$	3,017
Cash paid for reorganization items, net		6		186

Noncash investing and financing activities:
Increase in capital expenditures in payables and accrued liabilities		1,916		3,206

Note 14. Related Party Transactions

Related Party Agreements

There have been no transactions between us and any related person in which the related person had a direct or indirect material interest for the three months ended March 31, 2021 and 2020, respectively.

Note 15. Commitments and Contingencies

Litigation and Environmental

We are not aware of 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify us against liabilities arising from future legal proceedings.

At March 31, 2021 and December 31, 2020, we had no environmental reserves recorded on our Unaudited Condensed Consolidated Balance Sheet.

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 these contractual provisions. The commitment fee expense for the three months ended March 31, 2021, was approximately $0.4 million.

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 and has established an accrual for the commitment fee expense of $0.7 million for the three months ended March 31, 2021.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

Beta Operating Company, LLC, has an obligation with the BOEM in connection with its 2009 acquisition of our 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 of March 31, 2021.

Note 16. Income Taxes

The Company had no income tax benefit/(expense) for the three months ended March 31, 2021 and 2020, respectively. The Company’s effective tax rate was 0.0% for the three months ended March 31, 2021 and 2020, respectively. The effective tax rates for the three months ended March 31, 2021 and 2020 are different from the statutory U.S. federal income tax rate primarily due to our recorded valuation allowances.

In March 2021, the President of the United States signed the ARP Act, to respond to the COVID-19 emergency and address its economic effects. The ARP Act did not have a material impact on the Company’s current year tax provision.

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 our Annual Report the Amplify 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, in 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 properties consist primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working interests in identified producing wells. As of December 31, 2020:

•

Our total estimated proved reserves were approximately 113.8 MMBoe, of which approximately 41% were oil and 85% were classified as proved developed reserves;

•

We produced from 2,448 gross (1,354 net) producing wells across our properties, with an average working interest of 55% and the Company is the operator of record of the properties containing 92% of our total estimated proved reserves; and

•

Our average net production for the three months ended December 31, 2020 was 26.3 MBoe/d, implying a reserve-to-production ratio of approximately 12 years.

Industry Trends and Outlook

In March 2020, the World Health Organization declared a global pandemic related to the proliferation of COVID-19. The impact of COVID-19 and efforts to mitigate its spread caused significant volatility in U.S. and international markets and a substantial reduction in global and domestic demand for oil and natural gas. Actions by governmental authorities to mitigate the spread of COVID-19, such as imposing mandatory closures of all non-essential business facilities, seeking voluntary closures of business facilities, and imposing restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions, have further exacerbated the economic impact of the pandemic. Despite the gradual recovery in commodity prices in the second half of 2020 and the first quarter of 2021, the expectation of a successful phased rollout of a vaccine in 2021, and the successful realization and execution of our disciplined operational strategy and hedging program, there remains significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. As such, the Company is unable to determine the extent of the impact caused by the COVID-19 pandemic to the Company’s operations.

Recent Developments

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 intends to remain in her role at the Company to assist with an orderly transition of her responsibilities. Ms. DuBard’ s decision to retire stems solely from personal reasons and did not result from any disagreement with the Company, the Company’s management or the board of directors.

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 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 critical accounting policies and estimates is included in our 2020 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 and liabilities assumed in business combinations and asset retirement obligations. 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.

Results of Operations

The results of operations for the three months ended March 31, 2021 and 2020 have been derived from our consolidated financial statements. The following table summarizes certain of the results of operations for the periods indicated.

	For the Three Months Ended
	March 31,
	2021			2020
	($ In thousands)
Oil and natural gas sales	$	72,331		$	57,787
Lease operating expense		28,906			35,723
Gathering, processing and transportation		4,579			5,053
Taxes other than income		4,613			3,986
Depreciation, depletion and amortization		7,347			15,556
Impairment expense		—			455,031
General and administrative expense		6,921			8,353
Accretion of asset retirement obligations		1,615			1,513
(Gain) loss on commodity derivative instruments		34,588			(107,713	)
Interest expense, net		(3,112	)		(7,647	)
Net income (loss)		(19,328	)		(367,199	)

Oil and natural gas revenue:
Oil sales	$	49,695		$	41,851
NGL sales		7,670			5,122
Natural gas sales		14,966			10,814
Total oil and natural gas revenue	$	72,331		$	57,787

Production volumes:
Oil (MBbls)		920			982
NGLs (MBbls)		342			454
Natural gas (MMcf)		5,761			7,586
Total (MBoe)		2,222			2,700
Average net production (MBoe/d)		24.7			29.7

Average sales price (excluding commodity derivatives):
Oil (per Bbl)	$	54.03		$	42.64
NGL (per Bbl)		22.45			11.29
Natural gas (per Mcf)		2.60			1.43
Total (per Boe)	$	32.56		$	21.41

Average unit costs per Boe:
Lease operating expense	$	13.01		$	13.23
Gathering, processing and transportation		2.06			1.87
Taxes other than income		2.08			1.48
General and administrative expense		3.11			3.09
Depletion, depreciation and amortization		3.31			5.76

For the three months ended March 31, 2021 compared to the three months ended March 31, 2020

Net losses of $19.3 million and $367.2 million were recorded for the three months ended March 31, 2021 and 2020, respectively.

Oil, natural gas and NGL revenues were $72.3 million and $57.8 million for the three months ended March 31, 2021 and 2020, respectively. Average net production volumes were approximately 24.7 MBoe/d and 29.7 MBoe/d for the three months ended March 31, 2021 and 2020, respectively. The change in production volumes was primarily due to natural decline and the impact 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. The average realized sales price was $32.56 per Boe and $21.41 per Boe for the three months ended March 31, 2021 and 2020, respectively. The increase in average realized sales price was primarily due to the increase in commodity prices. Commodity prices were depressed in Q1 2020 due to the impact of the pandemic and the effects of Organization of the Petroleum Exporting Countries production related to supply and demand decisions.

Lease operating expense was $28.9 million and $35.7 million for the three months ended March 31, 2021 and 2020, respectively. The change in lease operating expense was primarily related to the implementation of cost savings initiatives implemented during second quarter of 2020 and continuing in 2021. On a per Boe basis, lease operating expense was $13.01 and $13.23 for the three months ended March 31, 2021 and 2020, respectively.

Gathering, processing and transportation was $4.6 million and $5.1 million for the three months ended March 31, 2021 and 2020, respectively. The decrease in gathering, processing and transportation was primarily driven by production decline, partially offset by an increase in the minimum volume commitment on certain properties in Oklahoma and East Texas. On a per Boe basis, gathering, processing and transportation was $2.06 and $1.87 for the three months ended March 31, 2021 and 2020, respectively.

Taxes other than income were $4.6 million and $4.0 million for the three months ended March 31, 2021 and 2020, respectively. On a per Boe basis, taxes other than income were $2.08 and $1.48 for the three months ended March 31, 2021 and 2020, 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 $7.3 million and $15.6 million for the three months ended March 31, 2021 and 2020, respectively. The change in DD&A expense was primarily due to the 2020 impairments which reduced depletable oil and gas property.

Impairment expense was $455.0 million for the three months ended March 31, 2020. We recognized $405.7 million of impairment expense on proved properties for the three months ended March 31, 2020. 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 in 2020. We recognized $49.3 million of impairment expense on unproved properties for the three months ended March 31, 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 three months ended March 31, 2021.

General and administrative expense was $6.9 million and $8.4 million for the three months ended March 31, 2021 and 2020, respectively. The change in general and administrative expense was primarily related to a decrease of $0.7 million in salaries and other benefits, a $0.4 million decrease in professional services and a $0.2 million decrease in legal expenses.

Net losses on commodity derivative instruments of $34.6 million were recognized for the three months ended March 31, 2021, consisting of $24.0 million decrease in the fair value of open positions and $10.6 million of cash settlements paid on expired positions. Net gains on commodity derivative instruments of $107.7 million were recognized for the three months ended March 31, 2020, consisting of $95.2 million increase in the fair value of open positions and $12.5 million of cash settlement received on expired positions.

Interest expense, net was $3.1 million and $7.6 million for the three months ended March 31, 2021 and 2020, respectively. The decrease in interest expense was primarily related to a gain position on our interest rate swaps of $0.06 million for the three months ended March 31, 2021, compared to a loss position on interest rate swaps of $3.6 million for the three months ended March 31, 2020. In addition, we had a decrease of $0.6 million in interest expense due to lower borrowings and a decrease of $0.2 million in the amortization of deferred financing costs.

Average outstanding borrowings under our Revolving Credit Facility were $253.3 million and $295.1 million for the three months ended March 31, 2021 and 2020, respectively.

Adjusted EBITDA

We include in this report the non-GAAP financial measure Adjusted EBITDA and provide our reconciliation of Adjusted EBITDA to net income 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.

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 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 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) and cash flows from operating activities to Adjusted EBITDA, our most directly comparable GAAP financial measures, for each of the periods indicated.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

	For the Three Months Ended
	March 31,
	2021			2020
	(In thousands)
Net income (loss)	$	(19,328	)	$	(367,199	)
Interest expense, net		3,112			7,647
DD&A		7,347			15,556
Impairment expense		—			455,031
Accretion of AROs		1,615			1,513
(Gains) losses on commodity derivative instruments		34,588			(107,713	)
Cash settlements received (paid) on expired commodity derivative instruments		(10,636	)		12,500
Amortization of gain associated with terminated commodity derivatives		5,785			—
Acquisition and divestiture related expenses		12			481
Share-based compensation expense		331			(911	)
Exploration costs		16			16
(Gain) loss on settlement of AROs		68			—
Bad debt expense		3			110
Reorganization items, net		6			186
Severance payments		—			19
Other		16			—
Adjusted EBITDA	$	22,935		$	17,236

Reconciliation of Net Cash from Operating Activities to Adjusted EBITDA

	For the Three Months Ended
	March 31,
	2021			2020
	(In thousands)
Net cash provided by (used in) operating activities	$	15,558		$	13,089
Changes in working capital		(2,722	)		(455	)
Interest expense, net		3,112			7,647
Gain (loss) on interest rate swaps		62			(3,617	)
Cash settlements paid (received) on interest rate swaps		464			(22	)
Amortization of gain associated with terminated commodity derivatives		5,785			—
Amortization of deferred financing fees		(139	)		(309	)
Acquisition and divestiture related expenses		12			481
Exploration costs		16			16
Plugging and abandonment cost		230			—
Reorganization items, net		6			186
Severance payments		—			19
Other		551			201
Adjusted EBITDA	$	22,935		$	17,236

Liquidity and Capital Resources

Overview. Our ability to finance our operations, including funding capital expenditures and acquisitions, meet our indebtedness obligations, refinance our indebtedness or 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 flows generated by operating activities and borrowings under our Revolving Credit Facility. For the remainder of 2021, we expect our primary funding sources to be cash flows generated by operating activities and available borrowing capacity under our Revolving Credit Facility.

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% of our estimated production from total proved developed producing reserves over a 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. 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 $5.8 million for the three months ended March 31, 2021, which were primarily related to capital workovers and facilities located in Oklahoma and California and non-operated completion activities in the Eagle Ford.

Working Capital. We expect to fund our working capital needs primarily with operating cash flows. We also plan to reinvest a sufficient amount of our operating cash flow to fund our expected capital expenditures. Our debt service requirements are expected to be funded by operating cash flows. See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” and “— Overview” of this quarterly report for additional information.

As of March 31, 2021, we had a working capital deficit of $17.7 million primarily due to short-term derivatives of $30.4 million, revenues payable of $24.9 million, accrued liabilities of $20.6 million, and accounts payable of $6.4 million offset by accounts receivable of $35.4 million, cash on hand of $16.8 million, and prepaid expenses of $12.3 million.

Debt Agreements

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, as 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 with respect to our estimated natural gas, oil and NGL reserves, which takes into account the prevailing natural gas, oil and NGL prices at such time, as adjusted for the impact of our commodity derivative contracts.

As of March 31, 2021, we were in compliance with all the financial (current ratio and total leverage ratio) and other covenants associated with our Revolving Credit Facility.

As of March 31, 2021, we had approximately $10.0 million of available borrowings under our Revolving Credit Facility. See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information regarding our Revolving Credit Facility.

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 three months ended March 31, 2021 and 2020, have been derived from our Unaudited Condensed Consolidated Financial Statements. For information regarding the individual components of our cash flow amounts, see the Unaudited Condensed Statements of Consolidated Cash Flows included under “Item 1. Financial Statements” of this quarterly report.

	For the Three Months Ended
	March 31,
	2021			2020
	(In thousands)
Net cash provided by operating activities	$	15,558		$	13,089
Net cash used in investing activities		(4,116	)		(12,720	)
Net cash provided by (used in) financing activities		(5,005	)		1,200

Operating Activities. Key drivers of net operating cash flows are commodity prices, production volumes and operating costs. Net cash provided by operating activities was $15.6 million and $13.1 million for the three months ended March 31, 2021 and 2020, respectively. Production volumes were approximately 24.7 MBoe/d and 29.7 MBoe/d for the three months ended March 31, 2021 and 2020, respectively. The average realized sales prices were $32.56 per Boe and $21.41 per Boe for the three months ended March 31, 2021 and 2020, respectively. Lease operating expenses were $28.9 million and $35.7 million for the three months ended March 31, 2021 and 2020, respectively. Gathering, processing and transportation was $4.6 million and $5.1 million for the three months ended March 31, 2021 and 2020, respectively.

Net cash provided by operating activities for the three months ended March 31, 2021 included $11.1 million of cash paid on expired derivative instruments compared to $12.5 million of cash receipts on expired derivatives for the three months ended March 31, 2020. For the three months ended March 31, 2021, we had net losses on derivative instruments of $34.5 million compared to a net gain of $104.1 million for the three months ended March 31, 2020.

Investing Activities. Net cash used in investing activities for the three months ended March 31, 2021 was $4.1 million, of which $3.8 million was used for additions to oil and natural gas properties. Net cash provided by investing activities for the three months ended March 31, 2020 was $12.7 million, of which $12.4 million was used for additions to oil and natural gas properties.

Financing Activities. The Company had net repayments of $5.0 million for the three months ended March 31, 2021 and net borrowings of $5.0 million for the three months ended March 31, 2020, related to our Revolving Credit Facility.

For the three months ended March 31, 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.

Off–Balance Sheet Arrangements

As of March 31, 2021, 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 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.

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 March 31, 2021.

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.

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

For information regarding legal proceedings, see Part I, “Item 1. Financial Statements,” Note 15, “Commitments and Contingencies — Litigation and Environmental” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this quarterly report, which is incorporated herein by reference.

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 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 March 31, 2021:

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)
January 1, 2021 - January 31, 2021		2,336	$	1.31		—	n/a
February 1, 2021 - February 28, 2021		155,692	$	2.48		—	n/a
March 1, 2021 - March 31, 2021		—	$	—		—	n/a

(1)

Common shares are generally net-settled by shareholders to cover the required withholding tax upon vesting. The Company repurchased the remaining vesting shares on the vesting date at current market price. See Note 9 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.

ITEM 6.

EXHIBITS.

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

10.1*#†	—	Form of 2021 TRSU Award Agreement.

10.2*#†	—	Form of 2021 PRSU Award Agreement.

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

Exhibit Number		Description
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.

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: May 5, 2021	By:	/s/ Jason McGlynn
	Name:	Jason McGlynn
	Title:	Senior Vice President and Chief Financial Officer


Date: May 5, 2021	By:	/s/ Denise DuBard
	Name:	Denise DuBard
	Title:	Vice President and Chief Accounting Officer

Executive TRSU Award Agreement

Exhibit 10.1

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
PURSUANT TO THE
AMPLIFY ENERGY CORP.
MANAGEMENT INCENTIVE PLAN

* * * * *

Participant:[________________]

Grant Date:[________________]

Total Number of Time-
Based Restricted Stock
Units:[_______]

Vesting Period:

The TRSUs shall vest according to the following schedule (the “Time Vesting Schedule”), subject to the Participant’s continued Service through each applicable vesting date, except as otherwise provided in this Agreement or the Plan.


Vesting Date	Number of TRSUs That Vest
First Anniversary of Grant Date	[1/3 of TRSU]
Second Anniversary of Grant Date	[1/3 of TRSU]
Third Anniversary of Grant Date	[1/3 of TRSU]

* * * * *

THIS TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Amplify Energy Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amplify Energy Corp. Management Incentive Plan (the “Plan”).

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant this award (this “Award”) of Time-Based Restricted Stock Units (“TRSUs”) to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation By Reference; Plan Document Receipt. Except as specifically provided herein, this Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to this Award), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of this Agreement shall control.

2.Grant of TRSUs. The Company hereby grants to the Participant, on the Grant Date, this Award, which shall vest in accordance with the Time Vesting Schedule. Subject to the terms of this Agreement and the Plan, each TRSU, to the extent it becomes a vested TRSU, represents the right to receive one (1) share of Common Stock. Unless and until a TRSU becomes vested, the Participant will have no right to settlement of such TRSU. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the TRSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3.Vesting; Forfeiture.

(a)Vesting Generally. Except as otherwise provided in this Section 3, the TRSUs subject to this Award shall become vested in accordance with the Time Vesting Schedule, subject to the Participant’s continued Service from the Grant Date through each applicable Vesting Date set forth above.

(b)Termination Without Cause; Resignation for Good Reason. In the event of a termination of the Participant’s Service by the Company or an Affiliate of the Company without Cause or by the Participant for Good Reason (as defined in that certain employment agreement in effect as of the Grant Date, by and between the Participant and the Company or any Affiliate of the Company (the “Employment Agreement”)) (each, a “Qualifying Termination”), subject to the Participant’s execution and non-revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants, including the restrictive covenants set forth in Exhibit A, all outstanding unvested TRSUs, if any, shall fully vest and shall be settled in accordance with Section 4 hereof within sixty (60) days following the date of such Qualifying Termination.

(c)Committee Discretion to Accelerate Vesting. In addition to the foregoing, the Committee may, in its sole discretion, accelerate vesting of the TRSUs at any time and for any reason.

(d)Forfeiture. All outstanding unvested TRSUs shall be immediately forfeited and cancelled for no consideration (i) upon a termination of the Participant’s Service for Cause, (ii) upon resignation by the Participant without Good Reason or (iii) due to Participant’s death or Disability. For avoidance of doubt, the continuous Service of the Participant shall not be deemed interrupted, and the Participant shall not be deemed to have incurred a termination of Service, by reason of the transfer of the Participant’s Service among the Company and/or its Subsidiaries and/or Affiliates.

4.Delivery of Shares. Unless otherwise provided herein, each vested TRSUs shall be settled within sixty (60) days following each applicable Vesting Date. The TRSUs shall be settled by delivering to the Participant the number of shares of Common Stock that correspond to the number of TRSUs that have become vested on the applicable Vesting Date, less any shares of Common Stock or any amount withheld by the Company pursuant to Section 9 hereof.

be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the TRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Common Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each TRSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Common Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the TRSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any TRSU unless and until the Participant has become the holder of record of such shares.

6.Non-Transferability. No portion of the TRSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the TRSUs as provided herein.

7.Restrictive Covenants. As a condition precedent to the Participant’s receipt of the TRSUs issued hereunder, the Participant agrees to continue to be bound by the restrictive covenant obligations set forth in the Employment Agreement.

8.Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

9.Withholding of Tax. The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind that the Company, in its good faith discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the TRSUs, and if the withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the foregoing, if the Common Stock is not listed for trading on a national exchange at the time of vesting and/or settlement of the TRSUs, then at the Participant’s election, the Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder with a Fair Market Value equal to the Participant’s total income and employment taxes imposed as a result of the vesting and/or settlement of the TRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the TRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the TRSU or disposition of the underlying shares of Common Stock and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

10.Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates, if any, representing shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates, if any, representing shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 10.

11.Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(a)The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11.

(b)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock, (A) adequate information concerning the Company is then available to the public, and (A) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (i) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

12.No Waiver. No waiver or non-action by either party hereto with respect to any breach by the other party of any provision of this Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.

13.Entire Agreement; Amendment. This Agreement and the Plan contain the entire agreement between the parties hereto with respect to this Award, and supersede all prior agreements or prior understandings, whether written or oral, between the parties relating to this Award; provided¸ however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate of the Company or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan and as specifically provided herein. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

14.Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Secretary of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

15.No Right to Employment or Service. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its subsidiaries or its Affiliates to terminate the Participant’s Service at any time, for any reason and with or without Cause.

16.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate of the Company) of any personal data information related to the TRSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

17.Compliance with Laws. The grant of TRSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule, regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the TRSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the TRSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

18.Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

19.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

20.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Electronic acceptance and signatures shall have the same force and effect as original signatures.

21.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder; provided that no such additional documents shall contain terms or conditions inconsistent with the terms and conditions of this Agreement.

22.Severability. The invalidity or unenforceability of any provision of this Agreement (or any portion thereof) in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement (or any portion thereof) in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

23.No Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (a) the award of TRSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (a) no past grants or awards (including, without limitation, the TRSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (a) any benefits granted under this Agreement

are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

24.Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the TRSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and regulations issues thereunder (the “Nonqualified Deferred Compensation Rules”) and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the TRSUs may not be exempt from the Nonqualified Deferred Compensation Rules, then, if the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the TRSUs upon his or her “separation from service” within the meaning of the Nonqualified Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the TRSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.

25.Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

26. Company Recoupment of Awards. The Participant’s rights with respect to this Award shall in all events be subject to (a) all rights that the Company may have under any Company clawback or recoupment policy or any other agreement or arrangement with the Participant, and (b) all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder form time to time by the U.S. Securities and Exchange Commission.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this [__] day of [_________], 20[__].

AMPLIFY ENERGY CORP.

By:

Name:[ ]

Title:

[ ]

PARTICIPANT

Name: [ ]

Signature Page
to

Time-Based Restricted Stock Unit Award Agreement

Executive PRSU Award Agreement

Exhibit 10.2

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
PURSUANT TO THE
AMPLIFY ENERGY CORP.

MANAGEMENT INCENTIVE PLAN

* * * * *

Participant:[________________]

Grant Date:[________________]

Target Number of Performance-
Based Restricted Stock
Units (“Target PRSUs”):[_______]

Performance Vesting

Conditions:

See Exhibit A

Performance Period:

See Exhibit A

* * * * *

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Amplify Energy Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amplify Energy Corp. Management Incentive Plan (the “Plan”).

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant this award (this “Award”) of Performance-Based Restricted Stock Units (“PRSUs”) to the Participant.

2.Grant of Award.

(a)The Company hereby grants to the Participant, on the Grant Date, the PRSUs, which, depending on the extent to which the performance vesting conditions set forth on Exhibit A hereto (the “Performance Vesting Conditions”) are satisfied during each Performance Period, may result in the

Participant earning between zero percent (0%) and two hundred percent (200%), inclusive, of the Target PRSUs during each Performance Period. PRSUs that do not vest in accordance with the Performance Vesting Conditions by the end of the applicable Performance Period shall be immediately forfeited for no consideration at the end of the applicable Performance Period.

(b)Subject to the terms of this Agreement and the Plan, each PRSU, to the extent it becomes a vested PRSU, represents the right to receive one (1) share of Common Stock. Unless and until a PRSU becomes vested, the Participant will have no right to settlement of such PRSU. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the PRSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3.Vesting; Forfeiture.

(a)Vesting Generally. Except as otherwise provided in this Section 3, the PRSUs subject to this Award shall become vested in accordance with the Performance Vesting Conditions, subject to the Participant’s continued Service from the Grant Date through each applicable Performance Period set forth above.

(b)Termination Without Cause; Resignation for Good Reason. In the event of a termination of the Participant’s Service by the Company or an Affiliate without Cause or by the Participant for Good Reason (as defined in that certain employment agreement in effect as of the Grant Date, by and between the Participant and the Company or any Affiliate of the Company (the “Employment Agreement”)) (each, a “Qualifying Termination”), a Pro-Rata Portion of all unvested PRSUs, regardless of the Performance Period, shall become vested in accordance with the Performance Vesting Conditions based on actual performance through the end of the applicable Performance Period to occur immediately following the Qualifying Termination, subject to the Participant’s execution and non-revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants. The PRSUs, if any, that become vested pursuant to this Section 3 shall be settled in accordance with Section 4 hereof following the end of the applicable Performance Period to occur following the date of such Qualifying Termination in respect of the PRSUs. “Pro-Rata Portion” shall mean a number of PRSUs equal to (x) a quotient, the numerator of which is the number of days the Participant provided Services during the period beginning on the first day of the Performance Period in which the Qualifying Termination occurs and ending on the date on which the Participant’s Services terminated, and the denominator of which is the number of days between the period beginning on the first day of the Performance Period in which the Qualifying Termination occurs and the Final Performance Period, multiplied by (y) the number of PRSUs that vest based upon the Performance Vesting Conditions, as determined by the Committee in accordance with this Section 4.

(c)Committee Discretion to Accelerate Vesting. In addition to the foregoing, the Committee may, in its sole discretion, accelerate vesting of the PRSUs at any time and for any reason.

(d)Forfeiture. All outstanding unvested PRSUs shall be immediately forfeited and cancelled for no consideration upon (i) a termination of the Participant’s Service for Cause, (ii) by the Participant without Good Reason or (iii) due to Participant’s death or Disability. For avoidance of doubt, the continuous Service of the Participant shall not be deemed interrupted, and the Participant shall not be deemed to have incurred a termination of Service, by reason of the transfer of the Participant’s Service among the Company and/or its Subsidiaries and/or Affiliates.

(e)Change in Control. In the event the Participant incurs a Qualifying Termination during the eighteen (18) month period immediately following a Change in Control, subject to the Participant’s execution and non-revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants, each incomplete Performance Period shall be deemed to have ended as of the third business day prior to the date of the consummation of such Change in Control (the “Measurement Date”) and a number of unvested PRSUs shall become vested equal to the greater of (A) the number of PRSUs determined in accordance with the criteria set forth on Exhibit A based on actual performance through the Measurement Date and (B) the Target PRSUs. The PRSUs, if any, that become vested pursuant to this Section 3(e) shall be settled in accordance with Section 4 hereof within sixty (60) days following the date of such Qualifying Termination.

4.Delivery of Shares. Unless otherwise provided herein, each vested PRSUs shall be settled within sixty (60) days following the end of the applicable Performance Period. The PRSUs shall be settled by delivering to the Participant the number of shares of Common Stock that correspond to the number of PRSUs that have become vested as of the end of the applicable Performance Period, less any shares of Common Stock or any amount withheld by the Company pursuant to Section 9 hereof.

5.Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds PRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the PRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the PRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Common Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each PRSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Common Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the PRSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any PRSU unless and until the Participant has become the holder of record of such shares.

6.Non-Transferability. No portion of the PRSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the PRSUs as provided herein.

7.Restrictive Covenants. As a condition precedent to the Participant’s receipt of the PRSUs issued hereunder, the Participant agrees to continue to be bound by the restrictive covenant obligations set forth in the Employment Agreement.

9.Withholding of Tax. The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind that the Company, in its good faith discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs, and if the withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the foregoing, if the Common Stock is not listed for trading on a national exchange at the time of vesting and/or settlement of the PRSUs, then at the Participant’s election, the Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder with a Fair Market Value equal to the Participant’s total income and employment taxes imposed as a result of the vesting and/or settlement of the PRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the PRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the PRSU or disposition of the underlying shares of Common Stock and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

13.Entire Agreement; Amendment. This Agreement and the Plan contain the entire agreement between the parties hereto with respect to the Award, and supersede all prior agreements or prior understandings, whether written or oral, between the parties relating to this Award; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate of the Company or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan and as specifically provided herein, including in Exhibit A hereto. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

16.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate of the Company) of any personal data information related to the PRSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

17.Compliance with Laws. The grant of PRSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the PRSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the PRSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

19.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

23.No Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (a) the award of PRSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (a) no past grants or awards (including, without limitation, the PRSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (a) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

24.Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the PRSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and regulations issues thereunder (the “Nonqualified Deferred Compensation Rules”) and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the PRSUs may not be exempt from the Nonqualified Deferred Compensation Rules, then, if the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the PRSUs upon his or her “separation from service” within the meaning of the Nonqualified Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the PRSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.

or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this [__] day of [_________], 20[__].

AMPLIFY ENERGY CORP.

By:

Name:[ ]

Title:

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Martyn Willsher, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Amplify Energy Corp. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2021	/s/ Martyn Willsher
	Martyn Willsher
	President and Chief Executive Officer
	Amplify Energy Corp.

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jason McGlynn, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Amplify Energy Corp. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2021	/s/ Jason McGlynn
	Jason McGlynn
	Senior Vice President and Chief Financial Officer
	Amplify Energy Corp.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Amplify Energy Corp. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Martyn Willsher, President and Chief Executive Officer, and Jason McGlynn, Senior Vice President and Chief Financial Officer, of Amplify Energy Corp., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2021	/s/ Martyn Willsher
	Martyn Willsher
	President and Chief Executive Officer
	Amplify Energy Corp.

Date: May 5, 2021	/s/ Jason McGlynn
	Jason McGlynn
	Senior Vice President and Chief Financial Officer
	Amplify Energy Corp.

The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.