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.

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

As of ~~October~~July 30, ~~2020,~~2021, the registrant had ~~37,656,451~~37,993,026 outstanding shares of common stock, $0.01 par value outstanding.

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

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.

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

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

~~NGLs~~: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.

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

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

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

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

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~~Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

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:

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, ~~2019~~2020 filed with the Securities and Exchange Commission (the “SEC”) on March 5, 11, 2021 (“2020 ~~(“Amplify~~ 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.

	September 30,			December 31,			June 30,			December 31,
	2020			2019			2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	13,521		$	0
Restricted cash		0			325
Cash							$	15,150		$	10,364
Accounts receivable, net		26,907			33,145			39,647			30,901
Short-term derivative instruments		9,916			5,879
Prepaid expenses and other current assets		12,158			13,238			12,570			15,572
Total current assets		62,502			52,587			67,367			56,837
Property and equipment, at cost:
Oil and natural gas properties, successful efforts method		772,773			797,005			786,089			775,167
Support equipment and facilities		142,274			140,023			144,458			142,208
Other		8,873			8,045			9,553			9,102
Accumulated depreciation, depletion and impairment		(578,187	)		(141,350	)
Accumulated depreciation, depletion and amortization								(620,881	)		(609,231	)
Property and equipment, net		345,733			803,723			319,219			317,246
Long-term derivative instruments		3,014			6,364			0			873
Restricted investments		4,622			4,622			4,623			4,623
Operating lease - long term right-of-use asset		3,055			4,406			1,771			2,500
Other long-term assets		2,768			5,837			2,345			2,680
Total assets	$	421,694		$	877,539		$	395,325		$	384,759

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,344		$	8,310		$	14,382		$	798
Revenues payable		24,194			29,167			19,159			22,563
Accrued liabilities (see Note 13)		19,063			23,358
Accrued liabilities (see Note 12)								26,060			22,677
Short-term derivative instruments		786			253			63,071			10,824
Current portion of long-term debt (see Note 8)		5,000			0
Total current liabilities		51,387			61,088			122,672			56,862
Long-term debt (see Note 8)		265,516			285,000
Long-term debt (see Note 7)								235,000			260,516
Asset retirement obligations		95,275			90,466			99,412			96,725
Long-term derivative instruments		1,350			305			17,739			847
Operating lease liability		853			2,720			301			266
Other long-term liabilities		3,277			3,753			7,576			3,280
Total liabilities		417,658			443,332			482,700			418,496
Commitments and contingencies (see Note 15)
Stockholders' equity:
Preferred stock, $0.01 par value: 50,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		—			—
Warrants, 2,173,913 and 9,153,522 warrants issued and outstanding at September 30, 2020 and December 31, 2019, respectively		4,788			4,790
Common stock, $0.01 par value: 250,000,000 shares authorized; 37,627,566 and 37,566,540 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		209			209
Commitments and contingencies (see Note 14)
Stockholders' equity (deficit):
Preferred stock, $0.01 par value: 50,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and December 31, 2020								—			—
Warrants, 2,173,913 warrants issued and outstanding at June 30, 2021 and December 31, 2020								4,788			4,788
Common stock, $0.01 par value: 250,000,000 shares authorized; 37,987,145 and 37,663,509 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively								381			378
Additional paid-in capital		424,236			424,399			424,814			424,104
Accumulated earnings		(425,197	)		4,809
Total stockholders' equity		4,036			434,207
Accumulated deficit								(517,358	)		(463,007	)
Total stockholders' deficit								(87,375	)		(33,737	)
Total liabilities and equity	$	421,694		$	877,539		$	395,325		$	384,759

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues:
Oil and natural gas sales	$	52,488		$	72,426		$	145,163		$	196,978		$	80,338		$	34,888		$	152,669		$	92,675
Other revenues		257			533			889			668			55			283			193			632
Total revenues		52,745			72,959			146,052			197,646			80,393			35,171			152,862			93,307

Costs and expenses:
Lease operating expense		27,639			32,977			91,190			88,179			28,653			27,828			57,559			63,551
Gathering, processing and transportation		5,256			4,459			14,998			13,507			5,050			4,689			9,629			9,742
Exploration		5			3			24			24
Taxes other than income		3,761			5,135			9,942			13,008			5,071			2,195			9,684			6,181
Depreciation, depletion and amortization		7,950			15,617			31,129			39,696			7,389			7,623			14,736			23,179
Impairment expense		0			0			455,031			0			0			0			0			455,031
General and administrative expense		6,443			27,034			21,551			46,908			6,030			6,755			12,951			15,108
Accretion of asset retirement obligations		1,565			1,428			4,617			4,071			1,638			1,539			3,253			3,052
(Gain) loss on commodity derivative instruments		14,352			(28,725	)		(74,196	)		(19,231	)		63,898			19,165			98,486			(88,548	)
Other, net		113			224			113			401			12			3			96			19
Total costs and expenses		67,084			58,152			554,399			186,563			117,741			69,797			206,394			487,315
Operating income (loss)		(14,339	)		14,807			(408,347	)		11,083			(37,348	)		(34,626	)		(53,532	)		(394,008	)
Other income (expense):
Interest expense, net		(3,362	)		(5,276	)		(17,218	)		(13,787	)		(3,137	)		(6,209	)		(6,249	)		(13,856	)
Loss on lease		0			(4,237	)		0			(4,237	)
Other income (expense)		196			(104	)		(38	)		(104	)
Other expense														(54	)		(250	)		(80	)		(234	)
Gain on extinguishment of debt														5,516			0			5,516			0
Total other income (expense)		(3,166	)		(9,617	)		(17,256	)		(18,128	)		2,325			(6,459	)		(813	)		(14,090	)
Income (loss) before reorganization items, net and income taxes		(17,505	)		5,190			(425,603	)		(7,045	)
Loss before reorganization items, net and income taxes														(35,023	)		(41,085	)		(54,345	)		(408,098	)
Reorganization items, net		(180	)		(33	)		(532	)		(684	)		0			(166	)		(6	)		(352	)
Income tax benefit (expense)		0			0			(85	)		50
Net income (loss)		(17,685	)		5,157			(426,220	)		(7,679	)
Net (income) loss allocated to participating restricted stockholders		0			(128	)		0			0
Net income (loss) attributable to common stockholders	$	(17,685	)	$	5,029		$	(426,220	)	$	(7,679	)
Income tax expense														0			(85	)		0			(85	)
Net loss													$	(35,023	)	$	(41,336	)	$	(54,351	)	$	(408,535	)

Earnings per share: (See Note 10)
Basic and diluted earnings per share	$	(0.47	)	$	0.15		$	(11.34	)	$	(0.29	)
Earnings (loss) per share: (See Note 9)
Basic and diluted loss per share													$	(0.92	)	$	(1.10	)	$	(1.43	)	$	(10.87	)
Weighted average common shares outstanding:
Basic and diluted		37,626			33,707			37,596			26,093			37,983			37,595			37,907			37,582

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

	For the Nine Months Ended						For the Six Months Ended
	September 30,						June 30,
	2020			2019			2021			2020
Cash flows from operating activities:
Net income (loss)	$	(426,220	)	$	(7,679	)
Net loss							$	(54,351	)	$	(408,535	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		31,129			39,696			14,736			23,179
Impairment expense		455,031			0			0			455,031
(Gain) loss on derivative instruments		(70,162	)		(18,897	)		98,443			(84,494	)
Cash settlements (paid) received on expired derivative instruments		53,076			2,315			(28,432	)		39,471
Cash settlements (paid) received on terminated derivative instruments		17,977			0			0			17,977
Bad debt expense		470			266			94			252
Amortization and write-off of deferred financing costs		3,134			62			360			2,999
Gain on extinguishment of debt								(5,516	)		0
Accretion of asset retirement obligations		4,617			4,071			3,253			3,052
Share-based compensation (see Note 11)		(161	)		4,073
Share-based compensation (see Note 10)								730			(632	)
Settlement of asset retirement obligations		(199	)		(259	)		(162	)		0
Changes in operating assets and liabilities:
Accounts receivable		5,769			11,328			(8,851	)		5,762
Prepaid expenses and other assets		1,080			(1,968	)		3,002			659
Payables and accrued liabilities		(11,467	)		(12,115	)		13,505			(11,345	)
Other		(476	)		4,995			(408	)		(387	)
Net cash provided by operating activities		63,598			25,888			36,403			42,989
Cash flows from investing activities:
Cash acquired from the Merger		0			19,250
Additions to oil and gas properties		(31,234	)		(63,004	)		(11,528	)		(26,123	)
Additions to other property and equipment		(828	)		788			(451	)		(719	)
Additions to restricted investments		0			(154	)
Withdrawals of restricted investments		0			90,000
Proceeds from the sale of other property and equipment		0			31
Net cash provided by (used in) investing activities		(32,062	)		46,911
Other								404			0
Net cash used in investing activities								(11,575	)		(26,842	)
Cash flows from financing activities:
Advances on revolving credit facilities		25,000			103,000
Payments on revolving credit facilities		(45,000	)		(119,000	)
Advances on revolving credit facility								0			25,000
Payments on revolving credit facility								(20,000	)		(30,000	)
Proceeds from the paycheck protection program		5,516			0			0			5,516
Repayment of Midstates revolving credit facility		0			(76,559	)
Deferred financing costs		(65	)		(832	)		(25	)		0
Dividends to stockholders		(3,786	)		(8,189	)		0			(3,786	)
Common stock repurchased and retired under the share repurchase program		0			(13,251	)
Costs incurred in conjunction with tender offer		0			(107	)
Restricted units returned to plan		(40	)		(313	)
Shares withheld for taxes								(17	)		(35	)
Other		35			156			0			35
Net cash provided by (used in) financing activities		(18,340	)		(115,095	)
Net cash used in financing activities								(20,042	)		(3,270	)
Net change in cash, cash equivalents and restricted cash		13,196			(42,296	)		4,786			12,877
Cash, cash equivalents and restricted cash, beginning of period		325			50,029			10,364			325
Cash, cash equivalents and restricted cash, end of period	$	13,521		$	7,733		$	15,150		$	13,202

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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

Stockholders' Equity

Common Stock

Warrants

Additional
Paid-in Capital

Accumulated
Earnings
(Deficit)

Total

Balance at December 31, 2019
$
209

$
4,790

$
424,399

$
4,809

$
434,207

Net loss

0

0

0

(367,199
)

(367,199
)
Share-based compensation expense

0

0

(1,112
)

0

(1,112
)
Restricted shares repurchased

0

0

(14
)

0

(14
)
Dividends

0

0

0

(3,786
)

(3,786
)
Balance at March 31, 2020

209

4,790

423,273

(366,176
)

62,096

Net loss

0

0

0

(41,336
)

(41,336
)
Share-based compensation expense

0

0

480

0

480

Expiration of warrants

0

(2
)

2

0

0

Restricted shares repurchased

0

0

(20
)

0

(20
)
Other

0

0

35

0

35

Balance at June 30, 2020

209

4,788

423,770

(407,512
)

21,255

Net loss

0

0

0

(17,685
)

(17,685
)
Share-based compensation expense

0

0

471

0

471

Restricted shares repurchased

0

0

(5
)

0

(5
)
Balance at September 30, 2020
$
209

$
4,788

$
424,236

$
(425,197
)

$
4,036

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

Stockholders' Equity

Common Stock

Warrants

Additional
Paid-in Capital

Treasury Stock

Accumulated
Earnings
(Deficit)

Total

Balance at December 31, 2018
$
3

$
4,788

$
355,872

$
0

$
55,895

$
416,558

Net loss

0

0

0

0

(31,477
)

(31,477
)
Costs incurred in conjunction with tender offer

0

0

(107
)

0

0

(107
)
Share-based compensation expense

0

0

1,443

0

0

1,443

Common stock repurchased and retired under the share repurchase program

0

0

(920
)

0

0

(920
)
Balance at March 31, 2019

3

4,788

356,288

0

24,418

385,497

Net income

0

0

0

0

18,641

18,641

Share-based compensation expense

0

0

1,479

0

0

1,479

Common stock repurchased and retired under the share repurchase program

0

0

(331
)

0

0

(331
)
Restricted shares repurchased

0

0

(199
)

0

0

(199
)
Balance at June 30, 2019

3

4,788

357,237

0

43,059

405,087

Net income

0

0

0

0

5,157

5,157

Equity transactions related to the Merger

206

2

91,038

0

0

91,246

Treasury shares acquired in the Merger

0

0

0

(2,723
)

0

(2,723
)
Retirement of treasury shares

0

0

(2,723
)

2,723

0

0

Share-based compensation expense

0

0

1,151

0

0

1,151

Common stock repurchased and retired under the share repurchase program

0

0

(12,000
)

0

0

(12,000
)
Dividends

0

0

0

0

(8,189
)

(8,189
)
Restricted shares repurchased

0

0

(115
)

0

0

(115
)
Other

0

0

431

0

0

431

Balance at September 30, 2019
$
209

$
4,790

$
435,019

$
0

$
40,027

$
480,045

	Stockholders' Equity (Deficit)
	Common Stock		Warrants			Additional Paid-in Capital			Accumulated Earnings (Deficit)			Total
Balance at December 31, 2019	$	209	$	4,790		$	424,399		$	4,809		$	434,207
Net loss		0		0			0			(367,199	)		(367,199	)
Share-based compensation expense		0		0			(1,112	)		0			(1,112	)
Shares withheld for taxes		0		0			(14	)		0			(14	)
Dividends		0		0			0			(3,786	)		(3,786	)
Balance at March 31, 2020		209		4,790			423,273			(366,176	)		62,096
Net loss		0		0			0			(41,336	)		(41,336	)
Share-based compensation expense		0		0			480			0			480
Expiration of warrants		0		(2	)		2			0			0
Shares withheld for taxes		0		0			(20	)		0			(20	)
Other		0		0			35			0			35
Balance at June 30, 2020	$	209	$	4,788		$	423,770		$	(407,512	)	$	21,255

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

~~On August 6, 2019, Midstates Petroleum Company, Inc., a Delaware corporation (“Midstates”), completed its business combination (the “Merger”) with~~ Amplify Energy Corp. (“~~Legacy Amplify”) in accordance with~~Amplify Energy,” or the ~~terms of that certain Agreement and Plan of Merger, dated May 5, 2019 (the “Merger Agreement”~~“Company”), ~~by and among Midstates, Legacy Amplify and Midstates Holdings, Inc.,~~is a publicly traded Delaware corporation, and direct, wholly owned subsidiary of Midstates (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates, and immediately following the Merger, Legacy Amplify merged with and into Alpha Mike Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Midstates (“LLC Sub”), with LLC Sub surviving as a wholly owned subsidiary of Midstates. On the effective date of the Merger, Midstates changed its name to “Amplify Energy Corp.” (the “Company”) and LLC Sub changed its name to “Amplify Energy Holdings LLC.”

~~For financial reporting purposes, the Merger represented a “reverse merger” and Legacy Amplify was deemed to be the accounting acquirer~~ in the transaction. Legacy Amplify’s historical results of operations will replace Midstates’ historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the Company’s financial statements will reflect the results of operations of the combined company. Accordingly, the financial statements for the Company included in this Quarterly Report on Form 10-Q for periods prior to the Merger are not the same as Midstates prior reported filings with the SEC, which ~~were derived from the operations of Midstates. As a result, period-to-period comparisons of~~ our ~~operating results may not be meaningful. The results of any one quarter should not be relied upon as an indication of future performance.~~

~~When referring to Legacy Amplify, the intent~~common stock is ~~to refer to Amplify Energy Corp. prior to the effective date of the Merger, and its consolidated subsidiaries as a whole or on an individual basis, depending~~listed on the ~~context in which~~NYSE under the ~~statements are made.~~symbol “AMPY.”

We operate in 1 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 ~~South Texas.~~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.

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 and reflect the application of Accounting Standards Codification 852 “Reorganizations” (“ASC 852”). ASC 852 requires that the financial statements, for periods subsequent to the Chapter 11 filing, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, gains and losses that were realized or incurred in the bankruptcy proceedings are recorded in “reorganization items, net” on the Company’s Unaudited Condensed Statements of Consolidated Operations.

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

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.

In March 2020, the World Health Organization ~~declared~~classified the outbreak of COVID-19 as a ~~pandemic, which continues~~pandemic. The nature of COVID-19 led to ~~spread throughout~~worldwide shutdowns, reductions in commercial and interpersonal activity and changes in consumer behavior. In attempting to control the ~~United States. The~~ spread of COVID-19, ~~has caused significant volatility in U.S. and international markets. There is significant uncertainty~~governments around the ~~breadth~~world imposed laws and ~~duration of business disruptions related to COVID-19,~~regulations such as ~~well as its impact on~~shelter-in-place orders, quarantines, executive orders and similar restrictions. As a result, the ~~U.S.~~global economy has been marked by significant slowdown 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.~~

~~The pandemic has lowered the demand for oil and natural gas~~uncertainty, which in turn has led to ~~low commodity prices. The reductions~~a precipitous decline in commodity prices ~~have resulted~~ in ~~lower levels of cash flow from operating activities. In addition,~~response to decreased demand, further exacerbated by global energy storage shortages and by the borrowing base under our Revolving Credit Facility (as defined below) is subject to redetermination on at least a semi-annual basis primarily based on an engineering report with respect to our estimated oil, NGL and natural gas reserves which will take into account the prevailing oil, NGL and natural gas prices at such time, as adjusted for the impact of our commodity derivative contracts. Severely reduced commodity prices contributed to a reduction in our borrowing base during the Spring 2020 determination process, and continued low prices may adversely impact subsequent redeterminations. The reduction in commodity prices has directly led to an impairment of our oil and natural gas properties. There may be further impairments in future periods if commodity prices continue to decline.

~~In addition, oil prices severely declined following unsuccessful negotiations between~~price war among members of the Organization of ~~the~~ Petroleum Exporting Countries (“OPEC”) and ~~certain nonmembers, including Russia,~~other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) beginning in the first quarter of 2020. As of the first quarter of 2021, commodity prices have recovered to ~~implement production cuts~~pre-pandemic levels, due in ~~an effort to decrease the global oversupply and to rebalance supply and demand due~~part to the ~~ongoing~~accessibility of vaccines, reopening of economies after the lockdown, and optimism about the economic recovery. The continued spread of COVID-19, ~~pandemic. In April 2020, members~~including vaccine resistant strains, or repeated deterioration in oil and natural gas prices could result in additional adverse impacts on the Company's results of ~~OPEC~~operations, cash flows and ~~Russia agreed to temporary production reductions, but uncertainty about whether such production cuts and/or~~financial position, including further asset impairments.

On June 22, 2021, KeyBank National Association (“KeyBank”) notified the ~~duration~~Company that the loan under the Paycheck Protection Program (the “PPP Loan”) had been approved for full and complete forgiveness by the Small Business Association. For the three and six months ended June 30, 2021, the Company reported a gain on extinguishment of ~~such reductions will be sufficient to rebalance supply and demand remains and may continue~~debt for $5.5 million for the ~~foreseeable future. We anticipate further market~~PPP Loan forgiveness in the Unaudited Condensed Consolidated Statements of Operations. See Note 7 for additional information.

Employee Retention Credit.The Consolidated Appropriations Act extended and ~~commodity price volatility~~expanded the availability of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) employee retention credit through June 30, 2021. Subsequently, the American Rescue Plan Act of 2021 (the “ARP Act”), enacted on March 11, 2021, extended and expanded the availability of the employee retention credit through December 31, 2021, however, certain provisions applied only after December 31, 2020. This new legislation expanded the group of qualifying businesses to include businesses with fewer than 500 employees and those who previously qualified for the ~~remainder~~PPP Loan. The employee retention credit is calculated to be equal to 70% of ~~2020 as a result of the events described above.~~

~~On August~~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 ~~received written notification (the “Market Cap Notice”) from the NYSE~~has determined that the ~~Company no longer satisfies~~qualifications for the ~~continued listing compliance standards set forth under Section 802.01B~~credit were met in the first and second quarters of the NYSE Listed Company Manual (the “Manual”) because the average global market capitalization of the Company was less than $50,000,000 over a consecutive 30 trading-day period that ended on August 28, 2020 and, at the same time, the Company’s stockholders’ equity was less than $50,000,000.

Under NYSE procedures, the Company had 45 days from its receipt of the Market Cap Notice to submit a plan to the NYSE demonstrating how it intends to regain compliance with the NYSE’s continued listing standards within 18 months.2021. The Company ~~submitted its plan to regain compliance with the listing standards within the required timeframe.~~

Under NYSE rules, the Company’s common stock, par value $0.01 per share (the “Common Stock”), will continue to be listed on the NYSE during this 18-month cure period, subject to the Company’s compliance with other continued listing requirements. The Common Stock’s trading symbol “AMPY” was assignedrecognized a “.BC” indicator by the NYSE to signify that the Company currently is not in compliance with the NYSE’s continued listing requirements. If the Company fails to regain compliance with Section 802.01B of the Manual$2.8 million employee retention credit during the ~~cure period,~~three and six months ended June 30, 2021, which included an approximate $0.8 million credit to general and administrative expense and an approximate $2.0 million to lease operating expense in the ~~Common Stock will be subject to the NYSE’s suspension and delisting procedures.~~

~~On May 5, 2019, as discussed above, the Company entered into the Merger Agreement pursuant to which Legacy Amplify merged with a subsidiary~~Unaudited Condensed Consolidated Statements of Midstates in an all-stock merger-of-equals. Under the terms of the Merger Agreement, Legacy Amplify stockholders received 0.933 shares of newly issued Company common stock for each share of Legacy Amplify common stock that they owned. The Merger closed on August 6, 2019.Operations.

~~Other than the accounting policies implemented in connection with the adoption of the current expected credit losses, there~~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 ~~Annual Report on~~2020 Form 10-K.

Reference Rate Reform.In ~~May 2019,~~March 2020, the Financial Accounting Standard Board (the “FASB”) issued an accounting standard update to provide entities with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for certain financial assets upon the adoption. The fair value option election does not apply to held-to-maturity debt securities. The Company adopted the guidance as of January 1, 2020. The Company has evaluated the impact of this guidance and concluded that the current and historical evaluation of estimated credit losses falls within the acceptable guidance.

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. Considering the recent drop in commodity prices 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 operating expenses billed, which could result in additional write-offs. The Company will continue to closely monitor trade receivables. Based upon the analysis performed there was no impact to beginning retained earnings upon the adoption of the guidance. The Company’s monitoring activities include timely account reconciliation and balances are written off when determined to be uncollectible. The Company considered the market conditions surrounding the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted. The Company will continue to closely monitor trade receivables.

~~Reference Rate Reform.~~ ~~In March 2020, 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 ~~are~~became effective ~~beginning~~on March 12, 2020, and an entity may elect to apply the amendments prospectively through December 31, 2022. The Company ~~is currently evaluating the~~notes no material impact with applying this ~~guidance may have on the Company’s consolidated financial statements.~~guidance.

Income Taxes – Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued an accounting standard update which ~~simplifies~~simplified the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This accounting standards update ~~removes~~removed the following exceptions: (i) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (ii) exception to the requirements to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (iii) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (iv) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in the accounting standards update also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The ~~new~~ guidance isbecame effective for ~~fiscal years~~interim and ~~interim period within those fiscal years,~~annual periods beginning after December 15, ~~2020.~~2020, with early adoption permitted. The Company ~~is currently evaluating~~adopted the ~~impact~~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 ~~the Company's~~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.

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 ~~September~~June 30, ~~2020.~~2021.

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

	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
	(in thousands)								(in thousands)
Revenues
Oil	$	36,868	$	55,011	$	101,682	$	136,754	$	56,510	$	22,963	$	106,205	$	64,814
NGLs		5,537		4,306		14,002		15,509		8,876		3,343		16,547		8,465
Natural gas		10,083		13,109		29,479		44,715		14,952		8,582		29,917		19,396
Oil and natural gas sales	$	52,488	$	72,426	$	145,163	$	196,978	$	80,338	$	34,888	$	152,669	$	92,675

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 ~~$21.4~~$34.9 million at ~~September~~June 30, ~~2020~~2021 and ~~$31.9~~$25.6 million at December 31, ~~2019.~~2020.

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

There were no material acquisition or divestitures during the three and nine months ended September 30, 2020. The acquisition expenses incurred for the three and nine months ended September 30, 2019 are primarily related to the Merger discussed below.

Acquisitions qualifying as a business combination are accounted for under the acquisition method of accounting, which requires, among other items, that assets acquired and liabilities assumed be recognized on the condensed consolidated balance sheet at their fair values as of the acquisition date. The fair value measurements of the oil and natural gas properties acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs represent Level 3 measurements in the fair value hierarchy and include, but are not limited to, estimates of reserves, future operating and development costs, estimated future cash flows and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation.

On May 5, 2019, Midstates, Legacy Amplify and Merger Sub entered into the Merger Agreement pursuant to which, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates. At the effective time of the Merger, each share of Legacy Amplify common stock issued and outstanding immediately prior to the effective time (other than excluded shares) were cancelled and converted into the right to receive 0.933 shares of Midstates common stock, par value $0.01 per share. On August 6, 2019, the effective date of the Merger, Midstates changed its name to “Amplify Energy Corp.”

The Merger was accounted for using the acquisition method, with Legacy Amplify treated as the acquirer for accounting purposes. The following table represents the preliminary allocation of the total purchase price of Midstates to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. Certain data necessary to complete the purchase price allocation was not yet available, and included, but is not limited to, valuation of preacquisition contingencies, final tax returns that provide the underlying tax basis of Midstates assets and liabilities and final appraisals of assets acquired and liabilities assumed. We completed the purchase price allocation during the fourth quarter of 2019 which was in the 12-month period following the acquisition date, during which time the value of the assets and liabilities were revised as appropriate.

The following unaudited pro forma financial information for the three and nine months ended September 30, 2019, is based on our historical consolidated financial statements adjusted to reflect as if the Merger had occurred on January 1, 2018. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including adjustments to conform the classification of expenses in Midstates statements of operations to our classification for similar expenses and the estimated tax impact of pro forma adjustments. The unaudited pro forma financial information is not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the periods presented, nor is it necessarily indicative of future results.

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

The carrying values of accounts receivables, accounts payables (including accrued liabilities), restricted investments and amounts outstanding under long-term debt agreements with variable rates included in the accompanying Unaudited Condensed Consolidated Balance Sheets approximated fair value at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~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.

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~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 ~~table presents~~tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 for each of the fair value hierarchy levels:

	Fair Value Measurements at September 30, 2020 Using								Fair Value Measurements at June 30, 2021 Using
	Quoted Prices in		Significant Other		Significant				Quoted Prices in		Significant Other		Significant
	Active Market		Observable Inputs		Unobservable Inputs				Active Market		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Fair Value		(Level 1)		(Level 2)		(Level 3)		Fair Value
	(In thousands)								(In thousands)
Assets:
Commodity derivatives	$	0	$	27,262	$	0	$	27,262	$	0	$	5,295	$	0	$	5,295
Interest rate derivatives		0		—		0		0		0		0		0		0
Total assets	$	0	$	27,262	$	0	$	27,262	$	0	$	5,295	$	0	$	5,295

Liabilities:
Commodity derivatives	$	0	$	13,256	$	0	$	13,256	$	0	$	84,336	$	0	$	84,336
Interest rate derivatives		0		3,212		0		3,212		0		1,769		0		1,769
Total liabilities	$	0	$	16,468	$	0	$	16,468	$	0	$	86,105	$	0	$	86,105

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:

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 $13.9 million against amounts outstanding under our Revolving Credit Facility at September 30, 2020. See Note 87 for additional information regarding our Revolving Credit Facility.

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.

18In April 2020, the Company monetized a portion of its 2021 crude oil hedges for total cash proceeds of approximately $18.0 million.

	Remaining
	2021			2022		2023
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (MMBtu)		970,000			695,000		0
Weighted-average fixed price	$	2.49		$	2.56	$	0

Collar contracts:
Two-way collars
Average monthly volume (MMBtu)		830,000			595,000		140,000
Weighted-average floor price	$	2.06		$	2.37	$	2.40
Weighted-average ceiling price	$	3.28		$	3.09	$	2.91

Natural Gas Basis Swaps:
PEPL basis swaps:
Average monthly volume (MMBtu)		500,000			0		0
Weighted-average spread	$	(0.40	)	$	0	$	0

Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (Bbls)		172,500			99,000		55,000
Weighted-average fixed price	$	49.37		$	55.68	$	57.30

Collar contracts:
Two-way collars
Average monthly volume (Bbls)		0			7,500		0
Weighted-average floor price	$	0		$	55.00	$	0
Weighted-average ceiling price	$	0		$	60.25	$	0

Three-way collars
Average monthly volume (Bbls)		72,500			89,000		30,000
Weighted-average ceiling price	$	50.36		$	55.55	$	67.15
Weighted-average floor price	$	40.00		$	42.92	$	55.00
Weighted-average sub-floor price	$	30.00		$	32.58	$	40.00

NGL Derivative Contracts:
Fixed price swap contracts:
Average monthly volume (Bbls)		20,300			0		0
Weighted-average fixed price	$	23.74		$	0	$	0

Remaining

2020

2021

2022

Natural Gas Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (MMBtu)

1,450,000

925,000

500,000

Weighted-average fixed price
$
2.26

$
2.49

$
2.45

Collar contracts:

Two-way collars

Average monthly volume (MMBtu)

420,000

925,000

200,000

Weighted-average floor price
$
2.60

$
2.10

$
2.10

Weighted-average ceiling price
$
2.88

$
3.28

$
2.99

Natural Gas Basis Swaps:

PEPL basis swaps:

Average monthly volume (MMBtu)

600,000

500,000

0

Weighted-average spread
$
(0.46
)

$
(0.40
)

$
0

Crude Oil Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (Bbls)

199,300

53,750

30,000

Weighted-average fixed price
$
57.41

$
52.02

$
55.32

Collar contracts:

Two-way collars

Average monthly volume (Bbls)

14,300

0

0

Weighted-average floor price
$
55.00

$
0

$
0

Weighted-average ceiling price
$
62.10

$
0

$
0

Three-way collars

Average monthly volume (Bbls)

30,500

20,000

0

Weighted-average ceiling price
$
65.75

$
51.30

$
0

Weighted-average floor price
$
50.00

$
40.00

$
0

Weighted-average sub-floor price
$
40.00

$
30.00

$
0

NGL Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (Bbls)

111,450

22,800

0

Weighted-average fixed price
$
21.99

$
24.25

$
0

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 ~~September~~June 30, ~~2020,~~2021, we had the following interest rate swap open positions:

	Remaining									Remaining
	2020			2021			2022			2021			2022
Average Monthly Notional (in thousands)	$	125,000		$	125,000		$	75,000		$	125,000		$	75,000
Weighted-average fixed rate		1.612	%		1.612	%		1.281	%		1.612	%		1.281	%
Floating rate	1 Month LIBOR			1 Month LIBOR			1 Month LIBOR			1 Month LIBOR			1 Month LIBOR

The following table summarizes both: (i) the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the balance sheet and (ii) the net recorded fair value as reflected on the balance sheet at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~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				Asset Derivatives			Liability Derivatives			Asset Derivatives			Liability Derivatives
		September 30,			September 30,			December 31,			December 31,				June 30,			June 30,			December 31,			December 31,
Type	Balance Sheet Location	2020			2020			2019			2019			Balance Sheet Location	2021			2021			2020			2020
		(In thousands)													(In thousands)
Commodity contracts	Short-term derivative instruments	$	20,084		$	9,092		$	11,518		$	5,887		Short-term derivative instruments	$	1,172		$	62,901		$	6,088		$	15,007
Interest rate swaps	Short-term derivative instruments		0			1,862			248			253		Short-term derivative instruments		0			1,342			0			1,905
Gross fair value			20,084			10,954			11,766			6,140				1,172			64,243			6,088			16,912
Netting arrangements			(10,168	)		(10,168	)		(5,887	)		(5,887	)			(1,172	)		(1,172	)		(6,088	)		(6,088	)
Net recorded fair value	Short-term derivative instruments	$	9,916		$	786		$	5,879		$	253		Short-term derivative instruments	$	0		$	63,071		$	0		$	10,824

Commodity contracts	Long-term derivative instruments	$	7,178		$	4,164		$	6,990		$	973		Long-term derivative instruments	$	4,124		$	21,436		$	9,361		$	8,488
Interest rate swaps	Long-term derivative instruments		0			1,350			347			305		Long-term derivative instruments		0			427			0			847
Gross fair value			7,178			5,514			7,337			1,278				4,124			21,863			9,361			9,335
Netting arrangements			(4,164	)		(4,164	)		(973	)		(973	)			(4,124	)		(4,124	)		(8,488	)		(8,488	)
Net recorded fair value	Long-term derivative instruments	$	3,014		$	1,350		$	6,364		$	305		Long-term derivative instruments	$	0		$	17,739		$	873		$	847

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 Consolidated 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						For the Nine Months Ended							For the Three Months Ended				For the Six Months Ended
	Statements of	September 30,						September 30,						Statements of	June 30,				June 30,
	Operations Location	2020			2019			2020			2019			Operations Location	2021		2020		2021			2020
Commodity derivative contracts	(Gain) loss on commodity derivatives	$	14,352		$	(28,725	)	$	(74,196	)	$	(19,231	)	(Gain) loss on commodity derivatives	$	63,898	$	19,165	$	98,486		$	(88,548	)
(Gain) loss on interest rate derivatives	Interest expense, net		(20	)		(199	)		4,034			334		Interest expense, net		18		438		(44	)		4,054

The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 (in thousands):

Asset retirement obligations at beginning of period	$	91,089		$	97,149
Liabilities added from acquisition or drilling		79			29
Liabilities settled		(199	)		(162	)
Liabilities removed upon sale of wells					(113	)
Accretion expense		4,617			3,253
Revision of estimates		46			3
Asset retirement obligation at end of period		95,632			100,159
Less: Current portion		(357	)		(747	)
Asset retirement obligations - long-term portion	$	95,275		$	99,412

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

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 ~~$270.0~~$245.0 million as of ~~September~~June 30, ~~2020,~~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~~report.

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

As of ~~September~~June 30, ~~2020,~~2021, we were in compliance with all the financial (current ratio and total leverage ratio) and other covenants associated with our Revolving Credit Facility.

On June 12, 2020, the Company entered into the Borrowing Base Redetermination Agreement and Third Amendment to Credit Agreement, among the Borrower, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and Bank of Montreal, as administrative agent (the “Third Amendment”). The Third Amendment amended the parties’ existing Credit Agreement, dated November 2, 2018, to among other things:

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

Unamortized deferred financing costs associated with our Revolving Credit Facility was ~~$1.7~~$1.2 million at ~~September~~June 30, 2020. At September 30, 2020, the unamortized deferred financing costs are amortized over the remaining life of our Revolving Credit Facility. For the nine months ended September 30, 2020, we wrote-off $2.4 million of deferred financing costs in connection with the decrease in our borrowing base.2021.

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

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 ~~nine~~six months ended ~~September~~June 30, ~~2020:~~2021:

On ~~the~~ May 4, 2017, Legacy Amplify entered into a warrant agreement ~~(the “Warrant Agreement”)~~ with American Stock Transfer & Trust Company, LLC, as warrant agent, ~~(“AST”),~~ 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, exercisable for a five-year period commencing on May 4, 2017 at an exercise price of $42.60 per share.

On the effective date of the Merger, Legacy Amplify, Midstates and AST entered into an Assignment and Assumption Agreement, pursuant to which the Company agreed to assume Legacy Amplify’s Warrant Agreement.

In connection with the Merger in August 2019, the Company assumed outstanding warrants of 4,647,520 Third Lien Notes Warrants at an exercise price of $22.78 per share (the “Third Lien Warrants”) and 2,332,089 Unsecured Creditor Warrants at an exercise price of $43.67 per share (the “Unsecured Creditor Warrants” and collectively with the Third Lien Warrants, the “Warrants”). As a result of the Merger, the value of the outstanding Warrants was adjusted downward based on the low stock price and estimated fair value as of the Merger date. The Warrants expired on April 21, 2020.

In connection, with the closing of the Merger, the board of directors approved the commencement of an open market share repurchase program of up to $25.0 million of the Company’s outstanding shares of common stock. As of February 28, 2020, the Company had repurchased approximately 4.2 million shares of common stock at an average price of $5.94 per share for a total cost of approximately $24.9 million (inclusive of fees).

On December 21, 2018, Legacy Amplify’s board of directors authorized the repurchase of up to $25.0 million of Legacy Amplify outstanding shares of common stock, with repurchases beginning on January 9, 2019. During the six months ended June 30, 2019, Legacy Amplify repurchased 169,400 shares of common stock at an average price of $7.35 for a total cost of approximately $1.3 million. On April 18, 2019, in anticipation of the Merger, Legacy Amplify terminated the repurchase program.

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 ~~of the Company previously decided to suspend the~~subsequently suspended quarterly ~~dividend program until further notice. Under the terms of our Credit Agreement, dividends are restricted based upon certain leverage and liquidity covenants.~~dividends. Future dividends, if any, are subject to ~~these~~ debt covenants under our Revolving Credit Facility and discretionary approval by the board of directors.

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

	For the Three Months Ended					For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,					September 30,						June 30,						June 30,
	2020			2019		2020			2019			2021			2020			2021			2020
Net income (loss)	$	(17,685	)	$	5,157	$	(426,220	)	$	(7,679	)
Net loss												$	(35,023	)	$	(41,336	)	$	(54,351	)	$	(408,535	)
Less: Net income allocated to participating restricted stockholders		0			128		0			0			0			0			0			0
Basic and diluted earnings available to common stockholders	$	(17,685	)	$	5,029	$	(426,220	)	$	(7,679	)	$	(35,023	)	$	(41,336	)	$	(54,351	)	$	(408,535	)

Common shares/units:
Common shares outstanding — basic		37,626			33,707		37,596			26,093			37,983			37,595			37,907			37,582
Dilutive effect of potential common shares		0			0		0			0			0			0			0			0
Common shares outstanding — diluted		37,626			33,707		37,596			26,093			37,983			37,595			37,907			37,582

Net earnings per share:
Net earnings (loss) per share:
Basic	$	(0.47	)	$	0.15	$	(11.34	)	$	(0.29	)	$	(0.92	)	$	(1.10	)	$	(1.43	)	$	(10.87	)
Diluted	$	(0.47	)	$	0.15	$	(11.34	)	$	(0.29	)	$	(0.92	)	$	(1.10	)	$	(1.43	)	$	(10.87	)
Antidilutive stock options (1)		0			3		0			3
Antidilutive warrants (2)		2,174			9,154		2,174			9,154
Antidilutive warrants (1)													2,174			2,174			2,174			2,174

In May ~~2017,~~2021, the shareholders approved a new Equity Incentive Plan (“EIP”) in which the Legacy Amplify ~~implemented the~~ Management Incentive Plan (the “Legacy Amplify MIP”)~~. In connection with the closing of the Merger, on August 6, 2019, the Company assumed~~ and the Legacy Amplify ~~MIP.~~2017 Non-Employee Directors Compensation Plan (the “Legacy Amplify Non-Employee Directors Compensation Plan”) replaced by the EIP and no further awards will be allowed to be granted under the Legacy Amplify MIP or the Legacy Amplify Non-Employee Directors Compensation Plan. As of June 30, 2021, an aggregate of 2,802,856 shares were available for future grants under the EIP.

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 ~~$0.4~~$2.7 million at ~~September~~June 30, ~~2020.~~2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately ~~1.5~~1.7 years.

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

				Weighted-					Weighted-
				Average Grant					Average Grant
	Number of			Date Fair Value		Number of			-Date Fair Value
	Units			per Unit (1)		Units			per Unit (1)
TSUs outstanding at December 31, 2019		291,370		$	5.18
TSUs outstanding at December 31, 2020							115,797		$	4.47
Granted (2)		43,250		$	3.10		872,588		$	3.52
Forfeited		(92,912	)	$	5.12		(1,244	)	$	5.12
Vested		(76,153	)	$	5.12		(24,056	)	$	3.91
TSUs outstanding at September 30, 2020		165,555		$	4.70
TSUs outstanding at June 30, 2021							963,085		$	3.62

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 ~~approximately~~less than $0.1 million at ~~September~~June 30, ~~2020.~~2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately ~~1.5~~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-					Weighted-
				Average Grant					Average Grant
	Number of			Date Fair Value		Number of			-Date Fair Value
	Units			per Unit (1)		Units			per Unit (1)
PSUs outstanding at December 31, 2019		305,893		$	2.15
PSUs outstanding at December 31, 2020							214,554		$	2.36
Granted ~~(2)~~		43,250		$	3.03		0		$	0
Forfeited		(131,790	)	$	2.11		(3,732	)	$	2.11
Vested		0		$	0		0		$	0
PSUs outstanding at September 30, 2020		217,353		$	2.35
PSUs outstanding at June 30, 2021							210,822		$	2.36

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

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

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

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

In June 2017, Legacy Amplify implemented the ~~2017 Non-Employee Directors Compensation Plan (“~~Legacy Amplify Non-Employee Directors Compensation ~~Plan”)~~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,~~merger, on August 6, 2019, the Company assumed the Legacy Amplify Non-Employee Directors Compensation Plan. As noted above, the Legacy Amplify Non-Employee Directors Compensation Plan was replaced by the EIP in May 2021.

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 ~~September~~June 30, ~~2020.~~2021. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately ~~1.5~~0.8 years.

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

				Weighted-					Weighted-
				Average Grant					Average Grant
	Number of			Date Fair Value		Number of			-Date Fair Value
	Units			per Unit (1)		Units			per Unit (1)
Board RSUs outstanding at December 31, 2019		16,157		$	5.12
Board RSUs outstanding at December 31, 2020							8,898		$	5.12
Granted		0		$	0		0		$	0
Forfeited		0		$	0		0		$	0
Vested		(7,259	)	$	5.12		(5,565	)	$	5.12
Board RSUs outstanding at September 30, 2020		8,898		$	5.12
Board RSUs outstanding at June 30, 2021							3,333		$	5.12

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 Consolidated Statements of ~~Consolidated~~ Operations for the periods presented (in thousands):

	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended					For the Six Months Ended
	September 30,				September 30,				June 30,					June 30,
	2020		2019		2020		2019		2021		2020			2021		2020
Equity classified awards
TSUs	$	59	$	650	$	184	$	1,852		582		(6	)		657		125
PSUs		30		120		69		825		16		5			39		10
Board RSUs		4		58		15		221		4		2			8		40
PRSUs									$	89	$	0		$	89	$	0
	$	93	$	828	$	268	$	2,898	$	691	$	1		$	793	$	175

For the quarter ended ~~September~~June 30, ~~2020,~~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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we recognized approximately ~~$1.8~~$1.2 million and ~~$1.6~~$1.2 million, respectively, of costs relating to the operating leases in the Unaudited Condensed ~~Statement~~Consolidated Statements of Operations.

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

	For the Nine Months Ended				For the Six Months Ended
	September 30,				June 30,
	2020		2019		2021		2020
	(In thousands)				(In thousands)
Non-cash amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,351	$	4,925	$	729	$	877

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

	September 30,		December 31,		June 30,		December 31,
	2020		2019		2021		2020
	(In thousands)				(In thousands)
Right-of-use asset	$	3,055	$	4,406	$	1,771	$	2,500

Lease liabilities:
Current lease liability		2,227		1,712		1,480		2,258
Long-term lease liability		853		2,720		301		266
Total lease liability	$	3,080	$	4,432	$	1,781	$	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		Office leases		Leased vehicles and office equipment		Total
Remaining in 2020	$	406	$	174	$	580
2021		1,355		587		1,942
Remaining 2021							$	816	$	370	$	1,186
2022		411		207		618		140		290		430
2023 and thereafter		0		44		44
2023								0		195		195
2024 and thereafter								0		14		14
Total lease payments		2,172		1,012		3,184		956		869		1,825
Less: interest		75		29		104		16		28		44
Present value of lease liabilities	$	2,097	$	983	$	3,080	$	940	$	841	$	1,781

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

	September 30,						June 30,
	2020			2019			2021			2020
Weighted average remaining lease term (years):
Office leases		0.91			1.67			0.30			1.10
Vehicles		0.41			0.53			0.77			0.53
Office equipment		0.05			0.09			0.02			0.06
Weighted average discount rate:
Office leases		3.41	%		3.61	%		2.57	%		3.49	%
Vehicles		0.97	%		0.85	%		1.57	%		0.94	%
Office equipment		0.17	%		0.18	%		0.14	%		0.17	%

Note ~~13.~~12. Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows

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

	September 30,		December 31,		June 30,		December 31,
	2020		2019		2021		2020
Accrued lease operating expense	$	9,050	$	11,794	$	7,725	$	8,978
Accrued capital expenditures						5,376		173
Accrued commitment fee and other expense						3,719		4,404
Accrued production and ad valorem tax						3,612		2,601
Accrued general and administrative expense		3,314		3,126		3,051		3,349
Operating lease liability		2,227		1,712		1,480		2,258
Accrued ad valorem tax		2,348		520
Accrued capital expenditures		1,499		5,515
Asset retirement obligations		357		623		747		424
Accrued interest payable		27		36
Accrued current income taxes						0		110
Other		241		32		350		380
Accrued liabilities	$	19,063	$	23,358	$	26,060	$	22,677

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):

We recognized $49.3 million of impairment expense on unproved properties for the nine months ended September 30, 2020, which was related to expiring leases and the evaluation of qualitative and quantitative factors related to the current decline in commodity prices. NaN impairment expense was recorded for unproved properties for the nine months ended September 30, 2019.

There have been no0 transactions ~~in excess of $120,000~~ between us and any related person in which the related person had a direct or indirect material interest for the three ~~and nine~~or six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019, respectively.~~2020.

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.

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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had 0 environmental reserves recorded on our Unaudited Condensed Consolidated Balance Sheet.

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~~this contractual ~~provisions.~~provision. The commitment fee expense for the ~~nine~~three and six months ended ~~September~~June 30, ~~2020,~~2021, was approximately ~~$1.0 million.~~$0.5 million and $0.8 million, respectively. The minimum volume commitment for Oklahoma ends on June 30, 2023.

The Company is party to a gas purchase, gathering and processing contract in East Texas, which includes certain minimum ~~NGL~~gas commitments. The Company ~~anticipates that a shortfall will occur for year-end 2020 and has established an accrual for~~is not meeting the minimum volume required under this contractual provision. The commitment fee expense ~~of $1.2 million~~ for the ~~nine~~three and six months ended ~~September~~June 30, ~~2020.~~2021, was approximately $0.5 million and $0.9 million, respectively. The minimum volume commitment for East Texas ends on November 30, 2022.

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.~~cash as of June 30, 2021.

The Company had 0 income tax ~~benefit/(expense)~~expense for the three and six months ended ~~September~~June 30, 2020 and had less than ($0.1) million in income tax benefit/(expense) for the nine months ended September 30, 2020. The Company had 0 income tax benefit/(expense) for the three months ended September 30, 20192021, respectively, and less than $0.1 million in income tax ~~benefit/(expense)~~expense for the ~~nine~~three and six months ended ~~September~~June 30, ~~2019.~~2020, respectively. The Company’s effective tax rate was 0.0% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~0.0%~~0.2% and ~~0.6%~~0.0% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively. The effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 are different from the statutory U.S. federal income tax rate primarily due to our recorded valuation allowances.

In March ~~2020,~~2021, the President of the United States signed the ~~CARES~~ARP Act, to ~~stabilize~~respond to the ~~economy during the coronavirus pandemic.~~COVID-19 emergency and address its economic effects. The CARES Act temporarily suspends and modifies certain tax laws established by the 2017 tax reform law known as the Tax Cuts and Jobs Act, including, but not limited to, modifications to net operating loss limitations, business interest limitations and alternative minimum tax. The CARESARP Act did not have a material impact on the Company’s current year tax provision.

On October 13, 2020, the Company received written notification (the “Share Price Notice”) from the NYSE that the Company no longer satisfied the continued listing compliance standards set forth under Section 802.01C of the Manual because the average closing price of the Common Stock was below $1.00 over a 30 consecutive trading-day period that ended October 12, 2020. Under the NYSE’s rules, the Company has six months following receipt of the Share Price Notice to regain compliance with the minimum share price requirement.

The Company notified the NYSE of its intent to cure the deficiency and return to compliance with the NYSE’s continued listing requirements. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

Under NYSE rules, the Common Stock will continue to be listed on the NYSE during this six-month cure period, subject to the Company’s compliance with other continued listing requirements, including compliance with Section 802.01B. In connection with the receipt of the Market Cap Notice, the NYSE previously assigned a “.BC” indicator to the Common Stock symbol “AMPY” to signify that the Company currently is not in compliance with the NYSE’s continued listing requirements. If the Company fails to regain compliance with Sections 802.01B or 802.01C, as applicable, during the applicable cure periods, the Common Stock will be subject to the NYSE’s suspension and delisting procedures.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes in “Item 1. Financial Statements” contained herein and in “Item 1A. Risk Factors” of our Annual Report on the ~~Amplify~~ Form ~~10-K.~~10-K for the year ended December 31, 2020 (“2020 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.

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 ~~South Texas.~~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, 2019:~~

In March 2020, the World Health Organization ~~declared~~classified the outbreak of COVID-19 as a ~~pandemic, which continues~~pandemic. The nature of COVID-19 led to ~~spread throughout~~worldwide shutdowns, reductions in commercial and interpersonal activity and changes in consumer behavior. In attempting to control the ~~United States. The~~ spread of COVID-19, ~~has caused significant volatility in U.S. and international markets. There is significant uncertainty~~governments around the ~~breadth~~world imposed laws and ~~duration of business disruptions related to COVID-19,~~regulations such as ~~well as its impact on the U.S.~~shelter-in-place orders, quarantines, executive orders 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.~~

~~In addition, oil prices severely declined following unsuccessful negotiations between members of OPEC and certain nonmembers, including Russia, to implement production cuts in an effort to decrease~~similar restrictions. As a result, the global ~~oversupply~~economy has been marked by significant slowdown and uncertainty, which in turn has led to rebalance supply and demand due to the ongoing COVID-19 pandemic. In April 2020, members of OPEC and Russia agreed to temporary production reductions, but uncertainty about whether such production cuts and/or the duration of such reductions will be sufficient to rebalance supply and demand remains and may continue for the foreseeable future. We anticipate further market and commodity price volatility for the remainder of 2020 as a ~~result of the events described above.~~

~~The reductions~~precipitous decline in commodity prices ~~have resulted~~ in ~~lower~~response to decreased demand, further exacerbated by certain actions taken by members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) beginning in the first quarter of 2020 that maintained high levels of ~~cash flow from operating activities. In addition,~~global oil production. As of the ~~borrowing base under our Revolving Credit Facility is subject~~first quarter of 2021, commodity prices have recovered to ~~redetermination on at least a semi-annual basis primarily based on an engineering report with respect~~pre-pandemic levels, due in part to ~~our estimated~~the accessibility of vaccines, reopening of economies after the lockdown, and optimism about the economic recovery. The continued spread of COVID-19, including vaccine resistant strains, or repeated deterioration in oil ~~NGL and natural gas reserves, which will take into account the prevailing oil, NGL~~ and natural gas prices ~~at such time, adjusted for~~could result in additional adverse impacts on the ~~impact~~Company's results of ~~our commodity derivative contracts. Severely reduced commodity prices contributed to a reduction in our borrowing base during the Spring 2020 determination process,~~operations, cash flows and ~~continued low prices may adversely impact subsequent redeterminations. The reduction in commodity prices has directly led to an impairment of our oil and natural gas properties. There may be~~financial position, including further ~~impairments in future periods if commodity prices remain depressed.~~asset impairments.

The Company has executed several significant initiatives to better position the Company through the downturn, including significant decreases to operating and general and administrative expenses, substantial reductions to capital programs, the monetization of a portion of the Company’s 2021 in-the-money crude oil hedges, the receipt of loan proceeds from the federal government PPP program, Beta royalty relief and the suspension of the quarterly dividend.

~~Notice of Non-Compliance~~Compliance with ~~New York Stock Exchange (“NYSE”)~~NYSE Continued Listing Standards

On ~~August 31, 2020,~~July 8, 2021, the Company received ~~written notification (the “Market Cap Notice”)~~noticed from the NYSE that ~~the Company no longer satisfies~~it had regained compliance with the continued listing ~~compliance~~ standards set forth ~~under Section~~in Item 802.01B of the NYSE Listed Company Manual (the “Manual”) because the average global market capitalization of the Company was less than $50,000,000 over a consecutive 30 trading-day period that ended on August 28, 2020 and, at the same time, the Company’s stockholders’ equity was less than $50,000,000.Manual.

Under NYSE procedures, the Company had 45 days from its receipt of the Market Cap Notice to submit a plan to the NYSE demonstrating how it intends to regain compliance with the NYSE’s continued listing standards within 18 months. The Company submitted its plan to regain compliance with the listing standards within the required timeframe.

In addition, on October 13, 2020, the Company received written notification (the “Share Price Notice”) from the NYSE that the Company no longer satisfied the continued listing compliance standards set forth under Section 802.01C of the Manual because the average closing price of the Company’s common stock, par value $0.01 per share (the “Common Stock”), was below $1.00 over a 30 consecutive trading-day period that ended October 12, 2020 (the “Share Price Deficiency”). Under the NYSE’s rules, the Company has six months following receipt of the Share Price Notice to regain compliance with the minimum share price requirement.

The Company notified the NYSE of its intent to cure the Share Price Deficiency and return to compliance with the NYSE’s continued listing requirements. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

Under NYSE rules, the Common Stock, will continue to be listed on the NYSE during the cure periods described above, subject to the Company’s compliance with other continued listing requirements. The Common Stock’s trading symbol “AMPY” was assigned a “.BC” indicator by the NYSE to signify that the Company currently is not in compliance with the NYSE’s continued listing requirements. If the Company fails to regain compliance with Sections 802.01B or 802.01C, as applicable, of the Manual during the applicable cure periods, the Common Stock will be subject to the NYSE’s suspension and delisting procedures.

On June ~~24, 2020, the Bureau of Safety and Environmental Enforcement (“BSEE”) informed~~22, 2021, KeyBank notified the Company that itthe PPP Loan had been approved for full and complete forgiveness by the ~~Special Case Royalty Relief~~Small Business Association. For the three and six months ended June 30, 2021, the company reported a gain on extinguishment of debt of $5.5 million for the ~~Company’s interests~~PPP Loan forgiveness in ~~three Pacific Outer Continental Shelf blocks (P-300, P-0301,~~the Unaudited Condensed Consolidated Statements of Operations.

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

On May 17, 2021, the board of directors appointed Eric Dulany, to serve as Vice President and Chief Accounting Officer of the Company, effective May 17, 2021.

On April 9, 2021, Ms. Denise DuBard notified the Company of her decision to retire from serving as the ~~Beta unit~~Company’s Vice President and Chief Accounting Officer. Ms. DuBard remained in the Beta Field located in federal waters approximately 11 miles offshore from the Port of Long Beach, California. The royalty relief was effective beginning July 1, 2020 for the Beta leases. On the Company’s two primary producing leases, the royalty rate was reduced from 25% to 12.5%, and on the third lease, the royalty rate was reduced from 16.67% to 8.33%.

The royalty relief rates will be suspended in months in which the weighted average NYMEX oil and Henry Hub gas price exceeds $66.19 per BOE which represents a 25% premium to the average realized price recognized byher role at the Company ~~during the qualification period. The royalty relief would end in the event that the Company generates no benefit from the royalty relief rates due~~ to ~~either higher production or realized pricing for 12 consecutive months.~~assist with an orderly transition to Mr. Dulany.

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).

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.

A discussion of our critical accounting policies and estimates is included in ~~the Amplify~~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.

The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~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						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
	($ In thousands)												($ In thousands except per unit amounts)
Oil and natural gas sales	$	52,488		$	72,426		$	145,163		$	196,978		$	80,338		$	34,888		$	152,669		$	92,675
Lease operating expense		27,639			32,977			91,190			88,179			28,653			27,828			57,559			63,551
Gathering, processing and transportation		5,256			4,459			14,998			13,507			5,050			4,689			9,629			9,742
Taxes other than income		3,761			5,135			9,942			13,008			5,071			2,195			9,684			6,181
Depreciation, depletion and amortization		7,950			15,617			31,129			39,696			7,389			7,623			14,736			23,179
Impairment expense		—			—			455,031			—			—			—			—			455,031
General and administrative expense		6,443			27,034			21,551			46,908			6,030			6,755			12,951			15,108
Accretion of asset retirement obligations		1,565			1,428			4,617			4,071			1,638			1,539			3,253			3,052
(Gain) loss on commodity derivative instruments		14,352			(28,725	)		(74,196	)		(19,231	)
Loss (gain) on commodity derivative instruments														63,898			19,165			98,486			(88,548	)
Interest expense, net		(3,362	)		(5,276	)		(17,218	)		(13,787	)		(3,137	)		(6,209	)		(6,249	)		(13,856	)
Loss on lease		—			(4,237	)		—			(4,237	)
Reorganization items, net		(180	)		(33	)		(532	)		(684	)
Income tax benefit (expense)		—			—			(85	)		50
Net income (loss)		(17,685	)		5,157			(426,220	)		(7,679	)
Gain on extinguishment of debt														5,516			—			5,516			—
Income tax expense														—			(85	)		—			(85	)
Net loss														(35,023	)		(41,336	)		(54,351	)		(408,535	)

Oil and natural gas revenue:
Oil and natural gas revenues:
Oil sales	$	36,868		$	55,011		$	101,682		$	136,754		$	56,510		$	22,963		$	106,205		$	64,814
NGL sales		5,537			4,306			14,002			15,509			8,876			3,343			16,547			8,465
Natural gas sales		10,083			13,109			29,479			44,715			14,952			8,582			29,917			19,396
Total oil and natural gas revenue	$	52,488		$	72,426		$	145,163		$	196,978
Total oil and natural gas revenues													$	80,338		$	34,888		$	152,669		$	92,675

Production volumes:
Oil (MBbls)		997			1,017			2,924			2,465			905			945			1,824			1,927
NGLs (MBbls)		430			383			1,319			907			368			435			710			889
Natural gas (MMcf)		6,706			7,482			21,149			18,775			6,161			6,857			11,922			14,443
Total (MBoe)		2,545			2,647			7,768			6,501			2,300			2,523			4,521			5,223
Average net production (MBoe/d)		27.7			28.8			28.3			23.8			25.3			27.7			25.0			28.7

Average sales price:
Average sales price (excluding commodity derivatives):
Oil (per Bbl)	$	36.98		$	54.11		$	34.78		$	55.48		$	62.47		$	24.30		$	58.21		$	33.64
NGL (per Bbl)		12.89			11.25			10.62			17.11			24.09			7.68			23.30			9.52
Natural gas (per Mcf)		1.50			1.75			1.39			2.38			2.43			1.25			2.51			1.34
Total (per Boe)	$	20.63		$	27.37		$	18.69		$	30.30		$	34.93		$	13.83		$	33.76		$	17.74

Average unit costs per Boe:
Lease operating expense	$	10.86		$	12.46		$	11.74		$	13.56		$	12.46		$	11.03		$	12.73		$	12.17
Gathering, processing and transportation		2.07			1.68			1.93			2.08			2.20			1.86			2.13			1.87
Taxes other than income		1.48			1.94			1.28			2.00			2.20			0.87			2.14			1.18
General and administrative expense		2.53			10.21			2.77			7.22			2.62			2.68			2.86			2.89
Depletion, depreciation and amortization		3.12			5.90			4.01			6.11			3.21			3.02			3.26			4.44

For the ~~three months ended September~~Three Months Ended June 30, ~~2020 compared~~2021 Compared to the ~~three months ended September~~Three Months Ended June 30, ~~2019~~2020

Net ~~loss~~losses of ~~$17.7~~$35.0 million and ~~net income of $5.2~~$41.3 million were recorded for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Oil, natural gas and NGL revenues were ~~$52.5~~$80.3 million and ~~$72.4~~$34.9 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Average net production volumes were approximately ~~27.7~~25.3 MBoe/d and ~~28.8~~27.7 MBoe/d for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~decrease~~change in production volumes was primarily due to natural ~~decline in well activity and decreased drilling activity in South Texas.~~decline. The average realized sales price was ~~$20.63~~$34.93 per Boe and ~~$27.37~~$13.83 per Boe for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~decrease~~increase in average realized sales price iswas primarily due to ~~a decrease~~the increase in commodity prices. ~~The overall decrease~~Commodity prices were depressed in ~~revenue is~~the second quarter of 2020 due to ~~a decline in well activity~~the impact of the pandemic and ~~a decrease in commodity pricing.~~the effects of OPEC production related to supply and demand decisions.

Lease operating expense was ~~$27.6~~$28.7 million and ~~$33.0~~$27.8 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in lease operating expense ~~was~~is primarily ~~related~~due to ~~decreased production~~an 8% increase in workover expense for 2021 projects compared to 2020, partially offset by the employee retention credit received for the first and ~~the implementation~~second quarters of ~~cost savings initiatives.~~2021. On a per Boe basis, lease operating expense was ~~$10.86~~$12.46 and ~~$12.46~~$11.03 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~change~~increase in lease operating expense on a per Boe basis is ~~related to decreased drilling activities~~primarily driven by the increase in workover expense and ~~the implementation of cost savings initiatives during the quarter.~~lower production.

Gathering, processing and transportation was ~~$5.3~~$5.1 million and ~~$4.5~~$4.7 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019, respectively. On a per Boe basis, gathering, processing and transportation was $2.07 and $1.68 for the three months ended September 30,~~ 2020, ~~and 2019,~~ respectively. The increase in gathering, processing and transportation was primarily driven by ~~the increased~~additional fees from our non-operated wells, fee ~~related to the~~increases from our processing plants and minimum volume ~~requirement, see Note 15 of~~commitments. On a per Boe basis, gathering, processing and transportation was $2.20 and $1.86 for the ~~Notes~~three months ended June 30, 2021 and 2020, respectively. The change in gathering, processing and transportation on a per Boe basis is due to ~~Unaudited Condensed Consolidated Financial Statements included under~~higher costs and lower production. ~~“Item 1. Financial Statements” of this quarterly report for additional information~~.

Taxes other than income ~~was $3.8~~were $5.1 million and ~~$5.1~~$2.2 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. On a per Boe basis, taxes other than income were ~~$1.48~~$2.20 and ~~$1.94~~$0.87 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in taxes other than income on a per Boe basis was primarily due to ~~a decrease~~the increase in commodity prices.

~~Depreciation, depletion and amortization (“~~DD&A ~~expense”)~~expense was ~~$8.0~~$7.4 million and ~~$15.6~~$7.6 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in DD&A expense iswas primarily due to a decrease in production from natural decline.

Impairment expense. No impairment expense recorded for the ~~first quarter impairment which reduced depletable oil~~three months ended June 30, 2021 and ~~gas property. The decrease was also impacted by lower production.~~2020, respectively.

General and administrative expense was ~~$6.4~~$6.0 million and ~~$27.0~~$6.8 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in general and administrative expense iswas primarily related to the employee retention credit received of $0.8 million for the first and second quarters of 2021, a decrease ~~in acquisition expense~~ of ~~$12.1~~$0.2 million ~~attributable to the Merger, a decrease~~ in professional ~~fees of $4.8 million, a decrease in our director and officer insurance of $2.1 million primarily due to the write-off of the remaining merger related insurance for Midstates~~services and a decrease of $0.1 million in legal expenses partially offset by an increase of ~~$0.9 million.~~$0.7 million in stock compensation expense.

Net losses (gains) on commodity derivative instruments of ~~$14.4~~$63.9 million were recognized for the three months ended ~~September~~June 30, 2021, consisting of $47.0 million decrease in the fair value of open positions and $16.9 million of cash settlements paid on expired positions. Net losses on commodity derivative instruments of $19.2 million were recognized for the three months ended June 30, 2020, consisting of ~~$28.4~~a $64.5 million decrease in the fair value of open positions offset by ~~$14.1~~$27.3 million of cash settlement received on expired positions and $18.0 million of cash settlements received on ~~expired~~terminated positions. Net gains on commodity derivative instruments of $28.7 million were recognized for the three months ended September 30, 2019, consisting of $24.6 million increase in fair value of open positions and offset by $4.1 million of cash settlements paid on expired positions.

Given the volatility of commodity prices, it is not possible to predict future reported mark-to-market net gains or losses and the actual net gains or losses that will ultimately be realized upon settlement of the hedge positions in future years. If commodity prices at settlement are lower than the prices of the hedge positions, the hedges are expected to partially mitigate the otherwise negative effect on earnings of lower oil, natural gas and NGL prices. However, if commodity prices at settlement are higher than the prices of the hedge positions, the hedges are expected to dampen the otherwise positive effect on earnings of higher oil, natural gas and NGL prices and will, in this context, be viewed as having resulted in an opportunity cost.

Interest expense, net was ~~$3.4~~$3.1 million and ~~$5.3~~$6.2 million for the three months ended ~~September~~June 30, 2021 and 2020, respectively. Interest expense included less than $0.1 million and ~~2019, respectively. The change in interest expense is primarily related to a decrease of $1.0~~$2.4 million infor the ~~amortization and~~ write-off of deferred financing costs for the three months ended June 30, 2021 and 2020, respectively. Furthermore, we had a ~~decrease~~loss position on our interest rate swaps of ~~$0.3~~less than $0.1 million ~~in our commitment fees~~ and ~~a decrease of $0.3~~$0.4 million ~~in interest expense primarily due to lower interest rates related to our Revolving Credit Facility.~~for the three months ended June 30, 2021 and 2020, respectively.

Average outstanding borrowings under our Revolving Credit Facility were ~~$274.5~~$242.8 million and ~~$238.0~~$287.5 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

~~Loss~~Gain on ~~Lease~~extinguishment of debt ~~of $4.2~~was $5.5 million for the three months ended ~~September~~June 30, ~~2019,~~2021, which ~~relates~~is related to the Midstates corporate office lease. The office was vacated by mid-November 2019. Because excess sublease inventory in the local market, a liability had been accrued for rent and other operating expenses based upon the term and provisionsforgiveness of the ~~lease.~~PPP Loan. See Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information regarding the PPP Loan.

For the ~~nine months ended September~~Six Months Ended June 30, ~~2020 compared~~2021 Compared to the ~~nine months ended September~~Six Months Ended June 30, ~~2019~~2020

Net losses of ~~$426.2~~$54.4 million and ~~$7.7~~$408.5 million were recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Oil, natural gas and NGL revenues were ~~$145.2~~$152.7 million and ~~$197.0~~$92.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Average net production volumes were approximately ~~28.3~~25.0 MBoe/d and ~~23.8~~28.7 MBoe/d for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in production volumes was primarily due to ~~incremental volumes in connection with the Merger offset by the~~ natural decline and the impact of ~~wells.~~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 ~~$18.69~~$33.76 per Boe and ~~$30.30~~$17.74 per Boe for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~decrease~~increase in average realized sales price iswas primarily due to the ~~decrease~~increase in commodity prices. ~~The overall decrease~~Commodity prices were depressed in ~~revenue is~~the first half of 2020 due to ~~a decline in well activity~~the impact of the pandemic and ~~a decrease in commodity pricing offset by additional volumes~~the effects of OPEC production related to ~~the Merger.~~supply and demand decisions.

Lease operating expense was ~~$91.2~~$57.6 million and ~~$88.2~~$63.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in lease operating expense was primarily related to the ~~Merger.~~employee retention credit received of $2.0 million for the first and second quarters of 2021, reduced workover expense based on the implementation of cost savings initiatives implemented during the second quarter of 2020 and continuing in 2021 and natural decline in production. On a per Boe basis, lease operating expense was ~~$11.74~~$12.73 and ~~$13.56~~$12.17 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in lease operating expense on a per Boe basis ~~is related to decreased drilling activities and the implementation of cost savings initiatives during the quarter offset by an increase in production~~was due to ~~the Merger.~~lower production.

Gathering, processing and transportation was ~~$15.0~~$9.6 million and ~~$13.5~~$9.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~increase~~decrease in gathering, processing and transportation was primarily driven by the ~~Merger~~decrease in production in first quarter 2021 from Winter Storm Uri partially offset by additional fees from our non-operated wells, fee increases from our processing plants and ~~an increased fee for not meeting the~~ minimum volume ~~requirement.~~commitments. On a per Boe basis, gathering, processing and transportation was ~~$1.93~~$2.13 and ~~$2.08~~$1.87 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in gathering, processing and transportation on a per Boe basis was ~~primarily~~ due to ~~increased production related to the Merger.~~higher costs and lower production.

Taxes other than income ~~was $9.9~~were $9.7 million and ~~$13.0~~$6.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. On a per Boe basis, taxes other than income were ~~$1.28~~$2.14 and ~~$2.00~~$1.18 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in taxes other than income on a per Boe basis was primarily due to ~~a decrease~~the increase in commodity prices.

DD&A expense was ~~$31.1~~$14.7 million and ~~$39.7~~$23.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in DD&A expense was primarily due to ~~the first quarter impairment which reduced depletable oil~~a decrease in production and ~~gas property.~~a decrease in our DD&A rate.

Impairment expense was $455.0 million for the ~~nine~~six months ended ~~September~~June 30, 2020. We recognized $405.7 million of impairment expense on proved ~~properties.~~properties for the six months ended June 30, 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.~~prices in 2020. We recognized $49.3 million of impairment expense on unproved properties for the six months ended June 30, 2020, which was related to expiring leases and the evaluation of qualitative and quantitative factors related to the ~~current~~ decline in commodity ~~prices.~~prices in 2020. No impairment expense was recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2021.

General and administrative expense was ~~$21.6~~$13.0 million and ~~$46.9~~$15.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The change in general and administrative expense iswas primarily related to (1) the employee retention credit received of $0.8 million for the first and second quarters of 2021, (2) a decrease of $0.9 million in ~~acquisition expenses of $12.2 million attributable to the Merger,~~salaries and other payroll benefits, (3) a decrease of ~~$5.2~~$0.5 million in professional services, and (4) a decrease of ~~$3.5~~$0.3 million in legal ~~expenses~~expenses. The decreases in general and ~~a decrease~~administrative expense were offset with an increase of $0.6 million in stock compensation ~~expense~~expense.

$98.5 million were recognized for the six months ended June 30, 2021, consisting of $71.0 million decrease in the fair value of open positions and $27.5 million of cash settlements paid on expired positions. Net gains on commodity derivative instruments of ~~$74.2~~$88.5 million were recognized for the ~~nine~~six months ended ~~September~~June 30, 2020, consisting of ~~$2.3~~$30.7 million increase in the fair value of open positions ~~$53.9~~and $39.8 million of cash ~~settlements paid~~settlement received on expired positions and $18.0 million of cash settlements received on terminated positions. Net gains on commodity derivative instruments of $19.2 million were recognized for the nine months ended September 30, 2019, consisting of $17.0 million in the fair value of open positions and $2.2 million of cash settlement paid on expired positions.

Interest expense, net was ~~$17.2~~$6.2 million and ~~$13.8~~$13.9 million for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively. Interest expense included less than $0.1 million and ~~2019, respectively. The increase in interest expense is primarily related to $1.6~~$2.4 million ~~increase in amortization and~~for the write-off of deferred financing costs for the six months ended June 30, 2021 and 2020, respectively. Furthermore, we had a ~~change in~~gain position on our interest rate swaps of less than $0.1 million for the six months ended June 30, 2021, compared to a loss position on interest ~~rates~~rate swaps of ~~$3.7~~$4.1 million ~~offset by $1.8~~for the six months ended June 30, 2020. In addition, we had a decrease of $0.7 million ~~decrease~~ in interest expense ~~related~~due to lower borrowings on our Revolving Credit ~~Facility due to lower interest rates.~~Facility.

Average outstanding borrowings under our Revolving Credit Facility were ~~$285.6~~$248.0 million and ~~$258.3~~$291.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

~~Loss~~Gain on ~~Lease~~extinguishment of debt ~~of $4.2~~was $5.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2021 which ~~relates~~is related to the Midstates corporate office lease. The office was vacated by mid-November 2019. Because excess sublease inventory in the local market, a liability had been accrued for rent and other operating expenses based upon the term and provisionsforgiveness of the ~~lease.~~PPP Loan. See Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information regarding the PPP Loan.

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

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

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

In addition, management uses 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 ~~Adjusted EBITDA to~~the Company’s net income (loss) and ~~net~~ cash flows from operating activities to Adjusted EBITDA, our most directly comparable GAAP financial measures, for each of the periods indicated.

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
	(In thousands)												(In thousands)
Net income (loss)	$	(17,685	)	$	5,157		$	(426,220	)	$	(7,679	)
Net loss													$	(35,023	)	$	(41,336	)	$	(54,351	)	$	(408,535	)
Interest expense, net		3,362			5,276			17,218			13,787			3,137			6,209			6,249			13,856
Income tax expense (benefit)		—			—			85			(50	)
Income tax expense														—			85			—			85
DD&A		7,950			15,617			31,129			39,696			7,389			7,623			14,736			23,179
Impairment expense		—			—			455,031			—			—			—			—			455,031
Accretion of AROs		1,565			1,428			4,617			4,071			1,638			1,539			3,253			3,052
(Gains) losses on commodity derivative instruments		14,352			(28,725	)		(74,196	)		(19,231	)
Losses (gains) on commodity derivative instruments														63,898			19,165			98,486			(88,548	)
Cash settlements received (paid) on expired commodity derivative instruments		14,067			4,109			53,862			2,201			(16,855	)		27,295			(27,491	)		39,795
Amortization of gain associated with terminated commodity derivatives														4,166			—			9,951			—
Acquisition and divestiture related expenses		152			12,833			677			16,655			7			44			19			525
Share-based compensation expense		456			1,178			(84	)		4,489			903			371			1,234			(540	)
Exploration costs		5			3			24			24			7			3			23			19
(Gain) loss on settlement of AROs		113			224			113			401
Loss on settlement of AROs														5			—			73			—
Bad debt expense		218			165			469			266			91			141			94			251
Gain on extinguishment of debt														(5,516	)		—			(5,516	)		—
Reorganization items, net		180			33			532			684			—			166			6			352
Severance payments		25			6,389			54			6,478			—			10			—			29
Non-cash loss on office lease		—			4,237			—			4,237
Other		—			—			—			—			—			—			16			—
Adjusted EBITDA	$	24,760		$	27,924		$	63,311		$	66,029		$	23,847		$	21,315		$	46,782		$	38,551

Reconciliation of ~~Adjusted EBITDA to~~ Net Cash from Operating Activities to Adjusted EBITDA

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
	(In thousands)												(In thousands)
Net cash provided by (used in) operating activities	$	20,609		$	(7,411	)	$	63,598		$	25,888
Net cash provided by operating activities													$	20,845		$	29,900		$	36,403		$	42,989
Changes in working capital		(217	)		5,616			5,094			(2,240	)		(4,526	)		5,766			(7,248	)		5,311
Interest expense, net		3,362			5,276			17,218			13,787			3,137			6,209			6,249			13,856
Gain (loss) on interest rate swaps		20			(448	)		(4,035	)		(932	)		(18	)		(438	)		44			(4,055	)
Cash settlements paid (received) on interest rate swaps		462			(113	)		786			(158	)		476			346			940			324
Cash settlements paid (received) on terminated derivatives		—			—			(17,977	)		—			—			(17,977	)		—			(17,977	)
Amortization of gain associated with terminated commodity derivatives														4,166			—			9,951			—
Amortization and write-off of deferred financing fees		(135	)		512			(3,134	)		(62	)		(221	)		(2,690	)		(360	)		(2,999	)
Acquisition and divestiture related expenses		152			12,833			677			16,655			7			44			19			525
Income tax expense (benefit) - current portion		—			—			85			(50	)
Income tax expense - current portion														—			85			—			85
Exploration costs		5			3			24			24			7			3			23			19
Plugging and abandonment cost		312			278			312			660			5			—			235			—
Reorganization items, net		180			33			532			684			—			166			6			352
Severance payments		25			6,389			54			6,478			—			10			—			29
Non-cash loss on office lease		—			4,237			—			4,237
Other		(15	)		719			77			1,058			(31	)		(109	)		520			92
Adjusted EBITDA	$	24,760		$	27,924		$	63,311		$	66,029		$	23,847		$	21,315		$	46,782		$	38,551

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 on hand, cash flows ~~generated~~provided by operating activities and borrowings under our Revolving Credit Facility. For the remainder of ~~2020,~~2021, we expect our primary funding sources to be cash flows ~~generated~~provided by operating activities, cash on hand 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% ~~- 60%~~-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. For additional information regarding the volumes of our production covered by commodity derivative contracts and the average prices at which production is hedged as of September 30, 2020, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk — Counterparty and Customer Credit Risk.”

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 ~~$27.2~~$16.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, which were primarily related to capital workovers, maintenance and facilities located in Oklahoma, ~~California and~~ the Rockies and California and non-operated ~~drilling~~completion activities in ~~South Texas.~~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~~Furthermore, our expected capital ~~expenditures. Our~~expenditures and debt service requirements are expected to be funded by operating cash flows. See Note 87 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 ~~September~~June 30, ~~2020,~~2021, we had a working capital deficit of ~~$11.1~~$55.3 million primarily due to ~~accounts receivable of $26.9 million, cash of $13.5 million, prepaid expenses of $12.2 million, and being in a receivable position with our~~ short-term derivatives of ~~$9.9 million offset by revenues payable of $24.2~~$63.1 million, accrued liabilities of ~~$19.1~~$26.1 million, ~~current portion~~revenues payable of ~~long-term debt of $5.0~~$19.2 million, and accounts payable of ~~$2.3~~$14.4 million offset by accounts receivable of $39.6 million, cash on hand of $15.2 million and prepaid expenses of $12.6 million.

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.report.

On June ~~12, 2020,~~16, 2021, the Company ~~entered into the Third Amendment;~~completed its scheduled semi-annual borrowing base redetermination process, pursuant to which ~~among other things, decreased~~ the borrowing base under the Revolving Credit Facility was decreased from ~~$450.0~~$260.0 million to ~~$285.0 million, with monthly reductions~~$245.0 million. Additionally, the administrative agent under the Revolving Credit Facility agreement was changed from Bank of ~~$5.0 million thereafter until the borrowing base is reduced~~Montreal to ~~$260.0 million, effective November 1, 2020. The borrowing base as of September 30, 2020, was $270.0 million.~~KeyBank.

As of ~~September~~June 30, ~~2020, 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 September 30, 2020,~~2021, we had approximately ~~$5.0~~$10.0 million of available borrowings under our Revolving Credit Facility. See Note 87 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.

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

COVID-19 Relief Funding.On June 22, 2021, the Company was notified by the bank that the PPP Loan was approved for full and complete forgiveness by the Small Business Association. For the three and six months ended June 30, 2021, the Company recorded a gain on extinguishment of debt for $5.5 million in the Unaudited Condensed Consolidated Statements of Operations.

Under the Consolidated Appropriations Act 2021 passed by the U.S. Congress and signed by the President on December 27, 2020, provisions of the CARES Act were extended and modified making the Company eligible for the employee retention credit subject to meeting certain criteria. The Company met the criteria for the first and second quarters of 2021 and recognized a $2.8 million employee retention credit during the three and six months ended June 30, 2021, which is included as a credit to general and administrative expense and to lease operating expense in the Unaudited Condensed Consolidated Statements of Operations.

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated. The cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~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 Consolidated Statements of ~~Consolidated~~ Cash Flows included under “Item 1. Financial Statements” of this quarterly report.

	For the Nine Months Ended						For the Six Months Ended
	September 30,						June 30,
	2020			2019			2021			2020
	(In thousands)						(In thousands)
Net cash provided by operating activities	$	63,598		$	25,888		$	36,403		$	42,989
Net cash provided by (used in) investing activities		(32,062	)		46,911
Net cash used in investing activities								(11,575	)		(26,842	)
Net cash used in financing activities		(18,340	)		(115,095	)		(20,042	)		(3,270	)

Operating Activities. Key drivers of net operating cash flows are commodity prices, production volumes and operating costs. Net cash provided by operating activities was ~~$63.6~~$36.4 million and ~~$25.9~~$43.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Production volumes ~~were approximately 28.3 MBoe/d~~decreased by 13% primarily related to natural decline and ~~23.8~~ M~~Boe/d~~the impact of Winter Storm Uri that caused a severe freeze in areas that we operate which resulted in shut-ins for ~~the nine months ended September 30, 2020~~wells, pipelines and ~~2019, respectively.~~plants for two weeks in February 2021. The average realized sales ~~prices were $18.69~~price was $33.76 per Boe and ~~$30.30~~$17.74 per Boe for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~Lease~~The change in average realized sales price was primarily due to the increase in commodity prices.

Other items affecting operating ~~expenses were $91.2 million and $88.2~~cash flow was cash paid on expired derivative instruments of $28.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020 and 2019, respectively. Gathering, processing and transportation was $15.0 million and $13.5 million for the nine months ended September 30, 2020 and 2019, respectively.~~

~~Net cash provided by operating activities for the nine months ended September 30, 2020 included $53.1 million of~~2021 compared to cash receipts on expired ~~derivative instruments~~derivatives of $39.8 million and ~~$18.0 million of~~ cash receipts on terminated derivative instruments ~~compared to $2.3~~of $18.0 million ~~of cash paid on expired derivatives~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2019. For~~2020. Derivative instruments also changed from a net gain position of $88.5 million for the ~~nine~~six months ended ~~September~~June 30, 2020 ~~we had~~to a net ~~gains~~loss position on derivative instruments of ~~$70.2 million compared to a net gain of $18.9~~$98.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2021.

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

Investing Activities.Net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$32.1~~$11.6 million, of which ~~$31.2~~$11.5 million was used for additions to oil and natural gas properties. Net cash provided by investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~$46.9~~$26.8 million, of which ~~$19.3~~$26.1 million ~~was related to cash acquired from the Merger, which was offset by $63.0 million that~~ was used for additions to oil and natural gas properties. ~~Withdrawal of restricted investments was $90.0 million, which related to the Company receiving $90.0 million from the Beta decommissioning trust account for the nine months ended September 30, 2019.~~

Financing Activities. The Company had net repayments of $20.0 million and ~~$16.0~~$5.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, related to our Revolving Credit Facility. ~~The Company received a $5.5 million loan under the Paycheck Protection Program on April 24, 2020.~~

For the ~~nine~~six months ended ~~September~~June 30, 2020, the Company paid out $3.8 million in dividends on March 30, 2020 to stockholders of record at the close of business on March 16, 2020. ~~For the nine months ended September 30, 2019 the Company paid out $8.2 million in~~The board of directors subsequently suspended quarterly dividends. Future dividends, ~~on September 18, 2019~~if any, are subject to ~~stockholders of record on the close of business on September 4, 2019.~~

For the nine months ended September 30, 2019, the Company paid $76.6 million related to the repayment of Midstates’ revolving credit facility which was terminated upon the closing of the Merger. Additionally, the Company spent $13.3 million related to common stock repurchased and retireddebt covenants under ~~the share repurchase program during the nine months ended September 30, 2019.~~

~~During the nine months ended September 30, 2020, there were no significant changes in~~ our ~~consolidated contractual obligations from those reported in the Amplify Form 10-K except for the~~ Revolving Credit Facility ~~borrowings~~ and ~~repayments and~~discretionary approval by the ~~receipt~~board of directors.

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

As of ~~September~~June 30, ~~2020,~~2021, we had no off–balance sheet arrangements.

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.

~~In the normal course of our business operations, we~~We are exposed to certain risks, including commodity prices. We may enter into derivative instruments to manage or reduce market risk, but do not enter into derivative agreements for speculative purposes. We do not designate these or plan to designate future derivative instrumentsa smaller reporting company as hedges for accounting purposes. Accordingly, the changes in the fair value of these instruments are recognized currently in earnings. We believe that our exposures to market risk have not changed materially since those reported under Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” included in the Legacy Amplify Form 10-K.

Our major market risk exposure is in the prices that we receive for our oil, natural gas and NGL production. To reduce the impact of fluctuations in commodity prices on our revenues, we periodically enter into derivative contracts with respect to a portion of our projected production through various transactions that fix the future prices we receive. It has been our practice to enter into fixed price swaps and costless collars only with lenders and their affiliates under our Revolving Credit Facility.

~~For additional information regarding the volumes of our production covered~~defined by ~~commodity derivative contracts and the average prices at which production is hedged as of September 30, 2020, see Note 6~~Rule 12b-2 of the ~~Notes to Unaudited Condensed Consolidated Financial Statements included “Item 1. Financial Statements” of this quarterly report.~~

Our risk management policy provides for the use of interest rate swaps to reduce the exposure to market rate fluctuations by converting variable interest rates to fixed interest rates. See Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report for interest rate swap arrangements that were outstanding at September 30, 2020.

We are also subject to credit risk due to the concentration of our oil and natural gas receivables with several significant customers. In addition, our derivative contracts may expose us to credit risk in the event of nonperformance by counterparties. 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 counterparties that are large financial institutions. Additionally, master netting agreements are used to mitigate risk of loss due to default with counterparties on derivative instruments. These agreements allow us to offset our asset position with our liability position inprovide the event of default by the counterparty. We have also entered into 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 $13.9 million against amounts outstandinginformation under ~~our Revolving Credit Facility at September 30, 2020.~~this item.

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 ~~September~~June 30, ~~2020.~~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.

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.

For information regarding legal proceedings, see Part I, “Item 1. Financial Statements,” Note ~~15,~~14, “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.

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. ~~In addition~~There have been no material changes to the risk factors since those disclosed in ~~Item 1A. Risk Factors in~~ our ~~2019~~2020 Form ~~10-K, we face risks including the following:~~

The oversupply of oil and natural gas and lower demand caused by the COVID-19 pandemic, the failure of oil producing countries to sufficiently curtail production and general global economic instability may result in transportation and storage constraints, reduced production or the shut-in of our producing wells, any of which would adversely affect our business, financial condition and results of operations.

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States. The spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty regarding the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. The outbreak of COVID-19 in the United States and the uncertainty of its impact, has contributed to an unprecedented oversupply of and decline in demand for oil and natural gas. At this time, the full extent to which COVID-19 will negatively impact the global economy and our business is uncertain.

In addition, in March 2020, oil prices severely declined following unsuccessful negotiations between members of OPEC and certain nonmembers, including Russia, to implement production cuts in an effort to decrease the global oversupply and to rebalance supply and demand due to the ongoing COVID-19 pandemic. In April 2020, members of OPEC and Russia agreed to temporary production reductions, but uncertainty about whether such production cuts and/or the duration of such reductions will be sufficient to rebalance supply and demand remains and may continue for the foreseeable future. We anticipate further market and commodity price volatility for the remainder of 2020 as a result of the events described above.

To the extent that the COVID-19 pandemic continues to negatively impact demand and OPEC members and other oil exporting nations fail to take actions aimed at supporting and stabilizing commodity prices, we expect there to be excess supply of oil and natural gas for a sustained period. This excess supply could, in turn, result in transportation and storage capacity constraints, as well as shut-ins and production curtailment in the United States. If, in the future, our transportation and/or storage capacity becomes constrained, we may be required to shut-in wells or curtail production, which may adversely affect our business, financial condition and results of operations.

In addition, uncertainties regarding the global economic and financial environment could lead to an extended national or global economic recession. A slowdown in economic activity caused by a recession would likely reduce national and worldwide demand for oil and natural gas and result in lower commodity prices. Costs of exploration, development and production have not yet adjusted to current economic conditions, or in proportion to the significant reduction in product prices.

Over the past several years, capital and credit markets for the oil and natural gas industry have experienced volatility and disruption. Further market volatility and disruption and concerns regarding borrower solvency may substantially diminish the availability of funds from those markets, increase the cost of accessing the credit markets, subject borrowers to stricter lending standards, or may cause lenders to cease providing funding to borrowers, any of which may adversely affect our business, financial condition and results of operations.

We are currently out of compliance with the NYSE minimum share price and market capitalization requirements and are at risk of the NYSE delisting our Common Stock, which would have an adverse impact on the trading volume, liquidity and market price of our Common Stock.

On August 31, 2020, the Company, received the Market Cap Notice from the NYSE that the Company no longer satisfies the continued listing compliance standards set forth under Section 802.01B of the Manual because the average global market capitalization of the Company was less than $50,000,000 over a consecutive 30 trading-day period that ended on August 28, 2020 and, at the same time, the Company’s stockholders’ equity was less than $50,000,000.

Under NYSE procedures, the Company had 45 days from its receipt of the Market Cap Notice to submit a plan to the NYSE demonstrating how it intends to regain compliance with the NYSE’s continued listing standards within 18 months. The Company submitted its plan to regain compliance with the listing standards within the required timeframe.10-K.

In addition, on October 13, 2020, the Company received the Share Price Notice from the NYSE that the Company no longer satisfied the continued listing compliance standards set forth under Section 802.01C of the Manual because the average closing price of the Common Stock was below $1.00 over a 30 consecutive trading-day period that ended October 12, 2020. Under the NYSE’s rules, the Company has six months following receipt of the Share Price Notice to regain compliance with the minimum share price requirement.

If the Company fails to regain compliance with Sections 802.01B or 802.01C during the cure periods described above, the Common Stock will be subject to the NYSE’s suspension and delisting procedures. Any such delisting could affect the market liquidity of our Common Stock, and, accordingly, the market price of our Common Stock could decrease. A delisting of our Common Stock from the NYSE could negatively impact us as it would likely reduce the liquidity and market price of our Common Stock; reduce the number of investors willing to hold or acquire our Common Stock; and negatively impact our ability to access equity markets and obtain financing.

The following table summarizes our repurchase activity during the three months ended ~~September~~June 30, ~~2020:~~2021:

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.

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

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

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

		Page


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

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020	8
	Unaudited Condensed Consolidated Statements of ~~Consolidated~~ Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	9
	Unaudited Condensed Consolidated Statements of ~~Consolidated~~ Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	10
	Unaudited Condensed Consolidated Statements of ~~Consolidated~~ Equity (Deficit) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~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	1413
	Note 4 – ~~Acquisitions~~Fair Value Measurements of Financial Instruments	14
	Note 5 – Risk Management and ~~Divestitures~~Derivative Instruments	15
	Note ~~5 – Fair Value Measurements of Financial Instruments~~	17
	~~Note~~ 6 – ~~Risk Management and Derivative Instruments~~Asset Retirement Obligations	18
	Note 7 – ~~Asset Retirement Obligations~~Long-term Debt	18
	Note 8 – Equity (Deficit)	19
	Note 9 – Earnings per Share	20
	Note 810 – ~~Long-term Debt~~Long-Term Incentive Plans	21
	~~Note 9 – Equity (Deficit)~~	22
	~~Note 10 – Earnings per Share~~	2320
	Note 11 – ~~Long-Term Incentive Plans~~Leases	23
	Note 12 – ~~Leases~~Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows	2624
	Note 13 ~~-Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Statements of Consolidated Cash Flows~~– Related Party Transactions	2724
	Note 14 – ~~Related Party Transactions~~Commitments and Contingencies	2825
	Note 15 – ~~Commitments and Contingencies~~	28
	~~Note 16 –~~ Income Taxes	29
	~~Note 17 – Subsequent Events~~	2925

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3026
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3834
Item 4.	Controls and Procedures	3934

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	4035
Item 1A.	Risk Factors	4035
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4135
Item 3.	Defaults Upon Senior Securities	4135
Item 4.	Mine Safety Disclosures	4135
Item 5.	Other Information	4135
Item 6.	Exhibits	4136

Signatures		4337

	Purchase Price Allocation
	(In thousands)
Consideration:
Fair value of Midstates common stock issued in the Merger (a)	$	90,150
Fair value of Midstates warrants issued in the Merger		2
Total consideration	$	90,152

Fair value of liabilities assumed:
Current liabilities	$	24,135
Long-term debt		76,559
Long-term asset retirement obligation		9,440
Other long-term liabilities		5,067
Amounts attributable to liabilities assumed	$	115,201

Fair value of assets acquired:
Cash and cash equivalents	$	19,250
Other current assets		17,862
Oil and natural gas properties		142,642
Other property and equipment		6,280
Long-term asset retirement cost		9,440
Other non-current assets		9,879
Amounts attributable to assets acquired	$	205,353

Total identifiable net assets	$	90,152

	For the Three Months Ended September 30, 2019		For the Nine Months Ended September 30, 2019
(Unaudited) (In thousands, except per unit amounts)
Revenues	$	80,482	$	258,547
Net income (loss)		6,845		6,236
Earnings per share:
Basic	$	0.20	$	0.24
Diluted	$	0.20	$	0.24


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


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

	Stockholders' Equity
	Common Stock		Warrants			Additional Paid-in Capital			Accumulated Earnings (Deficit)			Total
Balance at December 31, 2019	$	209	$	4,790		$	424,399		$	4,809		$	434,207
Net loss		0		0			0			(367,199	)		(367,199	)
Share-based compensation expense		0		0			(1,112	)		0			(1,112	)
Restricted shares repurchased		0		0			(14	)		0			(14	)
Dividends		0		0			0			(3,786	)		(3,786	)
Balance at March 31, 2020		209		4,790			423,273			(366,176	)		62,096
Net loss		0		0			0			(41,336	)		(41,336	)
Share-based compensation expense		0		0			480			0			480
Expiration of warrants		0		(2	)		2			0			0
Restricted shares repurchased		0		0			(20	)		0			(20	)
Other		0		0			35			0			35
Balance at June 30, 2020		209		4,788			423,770			(407,512	)		21,255
Net loss		0		0			0			(17,685	)		(17,685	)
Share-based compensation expense		0		0			471			0			471
Restricted shares repurchased		0		0			(5	)		0			(5	)
Balance at September 30, 2020	$	209	$	4,788		$	424,236		$	(425,197	)	$	4,036

	Fair Value Measurements at December 31, 2019 Using
	Quoted Prices in		Significant Other		Significant
	Active Market		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Fair Value
	(In thousands)
Assets:
Commodity derivatives	$	0	$	18,509	$	0	$	18,509
Interest rate derivatives		0		595		0		595
Total assets	$	0	$	19,104	$	0	$	19,104

Liabilities:
Commodity derivatives	$	0	$	6,861	$	0	$	6,861
Interest rate derivatives		0		558		0		558
Total liabilities	$	0	$	7,419	$	0	$	7,419

	Common ~~Shares~~Stock
Balance, December 31, ~~2019~~2020		~~37,566,540~~
~~Issuance of common stock~~		037,663,509
Restricted stock units vested		~~83,412~~29,621
~~Repurchase of common shares~~Bonus stock awards (1)		455,973
Shares withheld for taxes (2)		(~~22,386~~161,958	)
Balance, ~~September~~June 30, ~~2020~~2021		~~37,627,566~~37,987,145

Share price targets	$	12.50		$	15.00		$	17.50

Risk-free interest rate:
Awards Issued on January 1, 2020		1.61	%		1.61	%		1.61	%

Dividend yield
Awards Issued on January 1, 2020		12.1	%		12.1	%		12.1	%

Expected volatility:
Awards Issued on January 1, 2020		60.0	%		60.0	%		60.0	%

Calculated fair value per PSU:
Awards Issued on January 1, 2020	$	3.66		$	2.98		$	2.46

	2021
Expected volatility		119.6	%
Dividend yield		0.00	%
Risk-free interest rate		0.31	%

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

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)
July 1, 2020 - July 31, 2020		2,115	$	1.25		—	n/a
August 1, 2020 - August 31, 2020		1,894	$	1.22		—	n/a
September 1, 2020 - September 30, 2020		—	$	—		—	n/a

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).

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

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

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

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

101.INS*	—	Inline XBRL Instance Document

101.SCH*	—	Inline XBRL Schema Document

101.CAL*	—	Inline XBRL Calculation Linkbase Document

101.DEF*	—	Inline XBRL Definition Linkbase Document

101.LAB*	—	Inline XBRL Labels Linkbase Document

101.PRE*	—	Inline XBRL Presentation Linkbase Document

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

	Amplify Energy Corp.
	(Registrant)


Date: ~~November 5, 2020~~August 4, 2021	By:	/s/ ~~Martyn Willsher~~Jason McGlynn
	Name:	~~Martyn Willsher~~Jason McGlynn
	Title:	~~Interim Chief Executive Officer,~~ Senior Vice President and Chief Financial Officer


Date: ~~November 5, 2020~~August 4, 2021	By:	/s/ ~~Denise DuBard~~Eric Dulany
	Name:	~~Denise DuBard~~Eric Dulany
	Title:	Vice President and Chief Accounting Officer