Transaction Highlights 1 Strategic All Stock Merger-of-Equals Unlocks Substantial Value Through Cost Synergies Establishes a Peer-Leading Free Cash Flow Profile Additional Capacity to Accelerate Capital Return Programs Potential for Opportunistic Consolidation of PDP-Weighted Assets Enhanced Scale Drives Lower Cost of Capital and Operating Expenses
Transaction Details 2 1 Based on fully-diluted shares of common stock outstanding for AMPY and MPO of 22.9 MM and 21.3 MM, respectively; pro forma company to have ~42.7 MM total shares of common stock outstanding 100% stock combination of Amplify Energy Corp. ("Amplify" or "AMPY") and Midstates Petroleum Company Inc. ("Midstates" or "MPO") Amplify stockholders will receive 0.933 shares of common stock of newly-issued Midstates shares for each share they currently own1 Combined company will trade on NYSE under the ticker AMPY and be named Amplify Energy Additional capacity to accelerate capital return programs Low-decline assets expected to generate top-tier pro forma free cash flow, with 2019E FCF yield >15% Attractive pro forma leverage expected to be 1.2x (Net Debt / 4Q18A EBITDA) Overview All stock merger-of-equals (pro forma ownership: Amplify 50% and Midstates 50%) Amplify’s senior management team will run the combined company Combined board will include the following Amplify and Midstates current board members: David Proman (Chairman), David Dunn, Christopher Hamm, Scott Hoffman, Randal Klein, Evan Lederman, Ken Mariani and Todd Snyder Headquarters in Houston, Texas Pro Forma Ownership and Corporate Governance Unanimously approved by participating board members of Amplify and Midstates Approval in place from >50% of Amplify and 36% of Midstates' stockholders Subject to customary regulatory approvals and other customary closing conditions Expected closing in 3Q19 Key Conditions and Timing
3 Asset Overview Robust platform of long-life, shallow decline assets ~50/50 liquids and gas production mix Gas production receives attractive pricing in the Gulf Coast Combined company enterprise value of $729 MM is a significant discount to substantial proved developed (PD) reserve value of $960 MM1 Liquidity and balance sheet provide flexibility to sustain volatile price cycles Sizeable inventory of development opportunities Asset SEC PD PV-10 ($ MM)2 Strip PD PV-10 ($ MM)1 Strip 1P PV-10 ($ MM)1 Net Production (Mboe/d)3 Miss Lime $433 $350 $444 16.4 ETX / NLA $294 $230 $236 15.5 California Offshore $257 $187 $270 3.1 Rockies CO2 $253 $151 $194 4.1 Eagle Ford $50 $42 $70 1.1 Pro Forma $1,288 $960 $1,214 ~40.1 Source: FactSet as of 5/3/19, company filings 1 Based on year-end reserve report at strip pricing as of 4/30/19. Price Deck (WTI, HH): 2019: $63.68, $2.68; 2020: $60.73, $2.70; 2021: $57.29, $2.66; 2022: $55.20, $2.67; 2023+: $54.22, $2.74 2 Based on year-end reserve report at pricing used in annual reserve report filed with the SEC as of 12/31/18. Price Deck (WTI, HH): 2019+: $65.56, $3.10 3 Based on the average daily volume for 4Q18 4 3 Pro Forma ($ in MM) 2 5 1 3 4 2 5 1 Enterprise Value (as of 5/3/19) $397 $332 $729 Market Capitalization (as of 5/3/19) 159 273 432 Cash (as of 3/31/19) $31 $1 $32 Total Debt (as of 3/31/19) 270 59 329 Net Debt (as of 3/31/19) 239 58 297 1.8x 0.5x 1.2x 4Q18 Production (Mboe/d) 23.8 16.4 40.1 4Q18A Adjusted EBITDA $130 $111 $241 Memo: Net Debt / 4Q18A Adjusted EBITDA
Transaction Rationale 4 3 Realize G&A Synergies G&A rationalization; preliminary estimates of at least $20 MM annual G&A reduction Opportunity to move down the cost curve by spreading fixed costs over more production 3 Benefits of Scale Achieves benefits of scale by combining two PDP-weighted independent producers Pro forma total enterprise value >$720 MM and market capitalization >$430 MM1 PF 4Q18 production of ~40 Mboe/day PF 4Q18A Adjusted EBITDA of ~$241 MM 3 Strong Balance Sheet Stock-for-stock transaction Strong balance sheet and liquidity that will allow for acceleration of capital return programs Estimated 1.2x pro forma leverage (Net Debt / 4Q18A EBITDA) 3 Capital Markets Benefits Combined company to trade on NYSE under the ticker AMPY Improved trading liquidity and Wall Street equity research coverage over time Lowers cost of capital through enhanced scale, asset diversification and trading liquidity 3 Capital Discipline Enhances ability to return capital to stockholders Multiple uncorrelated asset areas with ample new drilling inventory to be exploited 1 Based on 5/3/19 prices of $6.95 for AMPY and $12.81 for MPO
Combination Unlocks Value for All Stockholders 5 3 7 3 Asset Diversification 7 7 3 LOE and G&A Synergies 3 3 3 Free Cash Flow 7 7 3 Float 3 3 3 Leverage & Liquidity Pro Forma
Top-Tier Free Cash Flow Generation 6 Source: FactSet as of 5/3/19, company filings 1 Based on 2019E levered FCF yield; refer to page 9 2 2019E levered FCF yield = (2019E Adjusted EBITDA – 2019E Capital Expenditures – 2019E Interest Expense) / Market Capitalization as of 5/3/19 Companies with FCF yield1,2 > 10% & leverage <2.0x Companies with FCF yield1,2 > 10% U.S. publicly listed E&Ps with market cap between $0.3 – $5 BN 7 40 2 Pro Forma Substantial low decline asset base yields sustainable sector-leading FCF generation Pro Forma Pro Forma
Path to Value Creation and Upside 7 Source: FactSet as of 5/3/19 1 Based on year-end reserve report at strip pricing as of 4/30/19 Synergy Realization 3 A Improved Market Visibility and Trading Liquidity 3 B Reinvestment Projects 3 C Further Value Enhancement Through Opportunistic M&A 3 D ~$230 MM Value Gap Enterprise Value is ~24% less than PD PV-10 Equity has ~54% upside based on PD PV-10 only Further Value Enhancement Combined company enterprise value of $729 MM is ~$230 MM less than its PD reserve value of $960 MM 1 Current Pro Forma EV PD PV-10 $729 MM $960 MM
4Q18 Production (Mboe/d) 2018 Cash G&A Expense ($/Boe) 4Q18A Levered Free Cash Flow1 ($ MM) Net Debt / 4Q18A Adjusted EBITDA 8 Merger Creates a Peer Group Leader Source: Company filings Note: Peers include: BCEI, BRY, CRK, DNR, ESTE, MGY (Cash G&A/Boe includes successor period only), PVAC, SBOW, WTI 1 Levered Free Cash Flow defined as Adjusted EBITDA – capex – cash interest expense 2 Assumes Pro Forma G&A of $27 MM/year 2 $94 $71 $165 4Q18A Pro Forma Peer Average: ($17) 16 24 40 4Q18 Pro Forma Peer Average: 38 $2.32 $3.21 $1.64 2018A Pro Forma Peer Average: $3.48 0.5x 1.8x 1.2x 4Q18A Pro Forma Peer Average: 1.6x
2019E Levered Free Cash Flow Yield1 9 Top-Tier Free Cash Flow Generation Source: Company filings, FactSet as of 5/3/19 Note: Peers include: BCEI, BRY, CRK, DNR, ESTE, MGY, PVAC, SBOW, WTI 1 2019E Levered Free Cash Flow Yield = (2019E Adjusted EBITDA – 2019E Capital Expenditures – 2019E Interest Expense) / Market Capitalization as of 5/3/19 Pro Forma Amplify, 2019E Levered Free Cash Flow Yield: 15%-25% 27.1% 25.0% 16.7% 8.4% 6.8% 5.1% (4.9%) (11.3%) (15.1%) (34.7%) 15.0% Peer G AMPY PF Peer B Peer F Peer E Peer C Peer I Peer A Peer H Peer D Peer Average: (0.2%)
2018 Cash G&A Expense ($/Boe) 10 Scale and Synergies Enable Top-Tier G&A Efficiency Source: Company filings Note: Peers include: BCEI, BRY, CRK, DNR, ESTE, MGY (includes successor period only), PVAC, SBOW, WTI 1 Assumes pro forma G&A of $27 MM/year 1 $5.81 $5.47 $4.80 $4.25 $3.21 $2.90 $2.70 $2.70 $2.32 $1.64 $1.47 $1.20 Peer H Peer I Peer C Peer B AMPY Peer F Peer G Peer E MPO AMPY PF Peer D Peer A Peer Average: $3.48 ($/Boe)
Substantial Synergy Realization 11 Overview AMPY to be headquartered in Houston, Texas, and will utilize AMPY's existing platform to eliminate redundancies and reduce overhead costs Opportunity to achieve additional synergies via LOE savings driven by superior scale and purchasing power Merger is anticipated to reduce cost-of-capital for the pro forma company Implementation of systems integration and cost reduction initiatives will begin immediately after close, with full integration expected by 2020 1 Based on Amplify 2018 G&A Expense less Stock Based Compensation less Severance Payments 2 Based on Midstates 2018 Adjusted Cash G&A Expense 1 2 Cash G&A Bridge ($ MM) ~43% reduction $31 $47 $27 $15 ($20) AMPY 2018 MPO 2018 Pro Forma 2018 G&A Synergies AMPY PF
Net Debt / 4Q18A EBITDA Pro Forma Capitalization ($ in MM, as of 3/31/19) 12 Strong Balance Sheet and Liquidity Source: Company filings Note: Peers include: BCEI, BRY, CRK, DNR, ESTE, MGY, PVAC, SBOW, WTI 1 Based on AMPY and MPO borrowing bases as of 3/31/19; pro forma borrowing base TBD Attractive PF 4Q18A leverage expected to be 1.2x; below peer group average of 1.6x Simple capital structure with 100% of debt from revolving credit facility As of 3/31/19, combined borrowing base of $595 MM1 4.8x 2.7x 1.8x 1.7x 1.4x 1.2x 1.0x 0.8x 0.3x 0.2x Peer G Peer A Peer B Peer D Peer E AMPY PF Peer C Peer H Peer F Peer I Peer Average: 1.6x Cash and Cash Equivalents $32 Revolving Credit Facility 329 Net Debt 297 Credit Statistics Net Debt / 4Q18A EBITDA 1.2x Net Debt / 4Q18 Production ($/Boe/d) $7,403 Net Debt / YE2018 Proved Reserves ($/Boe) $1.40 Liquidity AMPY Borrowing Base 1 $425 (+) MPO Borrowing Base 1 170 (+) Cash and Cash Equivalents 32 (-) Borrowings (329) (-) Letters of Credit (4) Combined Liquidity $295
Capital Return Programs 13 1 Based on AMPY market cap as of 12/21/18 2 Based on MPO market cap as of 2/15/19 3 Based on AMPY market cap as of 1/9/19 Amplify Tender Offer Returned $35 MM to stockholders; purchased 2.9 MM shares of its common stock at $12.00/share Midstates Tender Offer Returned $50 MM to stockholders; purchased 5.0 MM shares of its common stock at $10.00/share Amplify Buyback In December 2018, the Board of Directors authorized a common stock repurchase program of up to $25 MM of outstanding shares of common stock; repurchases began on or after January 9, 2019 Capital Return Details Both Amplify and Midstates have been actively returning capital to stockholders and the pro forma combined company will be positioned to accelerate allocation of capital to this strategy ($ in MM) A A B B C C % Market Cap ~19%1 ~21%2 ~12%3 Recent Capital Return Initiatives $35 $50 $25 $110 Future Return Future Return of Capital Share Buyback - Remaining Authorized Share Buyback - Completed Tender Offer
Expected Combination Highlights 14 Highly-efficient operator with best-in-class free cash flow profile 1 Substantial value creation through immediate synergies resulting in top-tier G&A metrics 2 Attractive leverage profile and liquidity 3 Unlocks optionality for accelerated capital returns 4
Appendix
Miss Lime Asset Overview 16 1 Based on the average daily volume for 4Q18 2 YE database at 4/30/19 strip prices 3 PD Reserves / 4Q18A net daily production 4Q18 Production (Mboe/d) PD PV-10 ($ MM) Other PF Amplify Assets Miss Lime Key Stats Net Acres (ML): ~100,000 acres Operatorship: ~83% Average WI: ~76% HBP: ~92% Net Production: 16.4 MBoe/d1 Liquids Mix: ~53%1 PD PV-10: $350 MM2 PD Reserves: 48 MMBoe2 PD R/P: ~8 years3 Key Highlights Generates substantial levered free cash flow (~$94 MM per year based on annualized 4Q18) Highly successful 2018 workover program proves up base declines and OpEx Best-in-class salt water disposal / handling system
East Texas / North Louisiana Asset Overview 17 1 Based on the average daily volume for 4Q18 2 YE database at 4/30/19 strip prices 3 PD Reserves / 4Q18A net daily production Key Stats Net Acres (CV): ~93,300 acres Average WI: ~87% HBP 100% Net Acres (HSVL): ~21,200 acres Average WI: ~69% HBP 100% Net Production: 15.5 MBoe/d1 PD PV-10: $230 MM2 PD Reserves: 48 MMBoe2 PD R/P: ~9 years3 Key Highlights ~1,400 vertical and horizontal wells, mostly Cotton Valley Quality inventory of proved Hz new drill opportunities with active offset operators achieving significant uplift using modern completions Inventory of low-risk behind pipe uphole recompletions 4Q18 Production (Mboe/d) PD PV-10 ($ MM) ETX / NLA Other PF Amplify Assets
California Beta Field Asset Overview 18 1 Based on the average daily volume for 4Q18 2 YE database at 4/30/19 strip prices 3 PD Reserves / 4Q18A net daily production Key Stats Net Acres: 17,000 acres WI %: 100% HBP %: 100% Net Production: 3.1 MBoe/d1 PD PV-10: $187 MM2 PD Reserves: 16 MMBoe2 Crude Oil: 100% PD R/P: ~14 years3 P&A obligation supported by $90 MM of cash / $71.3 MM of Surety Bonds Substantial infrastructure assets: 2 wellhead production platforms (w/ rigs) 1 processing and treating platform 17.5 mile pipeline (16”) to onshore facility Key Highlights Approximately 10% of original oil-in-place (OOIP) recovered to date, comparable offsetting fields have exhibited 20-40% recovery rates Amplify well (A36 ST-1) demonstrated development potential of asset (>200% IRR) Ellen Platform Elly Platform Eureka Platform Amplify Leasehold Beta Field Platform Pump Station 4Q18 Production (Mboe/d) PD PV-10 ($ MM) California Beta Other PF Amplify Assets
Rockies CO2 Asset Overview 19 1 Based on the average daily volume for 4Q18 2 YE database at 4/30/19 strip prices 3 PD Reserves / 4Q18A net daily production Key Stats Net Acres: 7,000 acres WI%: 100% HBP%: 100% Net Production: 4.1 MBoe/d1 PD PV-10: $151 MM2 PD Reserves: 33 MMBoe2 Liquids: 100% PD R/P: ~22 years3 Key Highlights Long life, low decline oil weighted production from two established water and CO2 flood fields Newly acquired 2016 seismic changed previous interpretation and revealed unswept oil to underpin quality new drill opportunities Majority of current production from Tensleep and Madison intervals Highly economic plant expansion to enable significant uptick in oil rates by bringing online shut-in wells; expected to be online in 4Q18 4Q18 Production (Mboe/d) PD PV-10 ($ MM) Montana Idaho Utah Colorado Nebraska S. Dakota N. Dakota Wyoming Active Floods Developing Fields Planned Fields Primary CO2 Sources Sweetwater Fremont Carbon Amplify Leasehold Rockies CO2 Other PF Amplify Assets
Eagle Ford Asset Overview 20 1 Based on the average daily volume for 4Q18 2 YE database at 4/30/19 strip prices 3 PD Reserves / 4Q18A net daily production Key Stats Net Acres: ~750 acres WI %: ~5% HBP %: ~100% Net Production: 1.1 MBoe/d1 PD PV-10: $42 MM2 PD Reserves: 2 MMBoe2 Liquids: ~89% PD R/P: ~6 years3 Key Highlights 100% Non-Op position, operated mostly by Murphy in core Eagle Ford – Karnes County Positive cash flow generating asset 350+ gross locations targeting the Austin Chalk, Upper Eagle Ford and Lower Eagle Ford More than 250 currently producing wells 4Q18 Production (Mboe/d) PD PV-10 ($ MM) Wilson Texas Louisiana Karnes DeWitt Eagle Ford Other PF Amplify Assets
Experienced Management Team 21 Amplify’s senior management team will operate the combined business The Amplify team, on average, has >23 years of experience successfully operating companies with diverse asset bases Position Prior Experience Name Years in Industry Ken Mariani CEO and President 36+ Martyn Willsher SVP and CFO 17+ Polly Schott SVP and Chief Administrative Officer 24+ Richard Smiley VP Operations 40+ Tony Lopez VP Corporate Engineering 15+ Eric Willis VP and General Counsel 11+
This presentation and the oral statements made in connection therewith contain forward-looking statements. All statements, other than statements of historical facts, included in this presentation or made in connection therewith that address activities, events or developments that Amplify Energy Corp. (“AMPY” or “Amplify”) and Midstates Petroleum Company, Inc. (“MPO” or “Midstates”) expect, believe or anticipate will or may occur in the future are forward-looking statements. Terminology such as “will,” “would,” “should,” “could,” “expect,” “anticipate,” “plan,” “project,” “intend,” “estimate,” “believe,” “target,” “continue,” “on track,” “potential,” the negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about estimates of AMPY’s and MPO’s oil and natural gas reserves, AMPY’s, MPO’s and the combined company’s future capital expenditures (including the amount and nature thereof), expectations regarding future cash flows, and expectations of plans, strategies, objectives and anticipated financial and operating results of AMPY, MPO and the combined company, including as to production, lease operating expenses, hedging activities, commodity price realizations, capital expenditure levels and other guidance included in this presentation. These statements are based on certain assumptions made by AMPY and MPO based on their experience and perception of historical trends, current conditions, expected future developments and other factors they believe are appropriate in the circumstances, but such assumptions may prove to be inaccurate. Such statements are also subject to a number of risks and uncertainties, many of which are beyond the control of AMPY, MPO, or the combined company which may cause AMPY’s, MPO’s or the combined company’s actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks and uncertainties relating to, among other things, the ability to improve AMPY’s or MPO’s financial results and profitability following their emergences from bankruptcy; AMPY’s, MPO’s and the combined company’s efforts to reduce leverage and their levels of indebtedness, including their abilities to satisfy their debt obligations; the uncertainty inherent in the development and production of oil, natural gas and natural gas liquids and in estimating reserves; risks associated with drilling activities; risks related to AMPY’s, MPO’s and the combined company’s abilities to generate sufficient cash flow to make payments on their debt obligations and to execute their business plans; AMPY’s, MPO’s and the combined company’s abilities to access funds on acceptable terms, if at all, because of the terms and conditions governing AMPY’s, MPO’s and the combined company’s indebtedness or otherwise; AMPY’s, MPO’s and the combined company’s abilities to maintain relationships with suppliers, customers, employees and other third parties following their emergences from bankruptcy; potential difficulties in the marketing of, and volatility in the prices for, oil, natural gas and natural gas liquids, including a further or extended decline in commodity prices; competition in the oil and natural gas industry; potential failure or shortages of, or increased costs for, drilling and production equipment and supply materials for production; risks related to acquisitions, including AMPY’s, MPO’s and the combined company’s abilities to integrate acquired properties or entities; and the risk that AMPY’s, MPO’s or the combined company’s hedging strategies may be ineffective or may reduce their income. In addition to these business-related risks, there are are certain risks related to the proposed business combination transaction (the “Transaction) between AMPY and MPO. These risks include, but are not limited to, the timing of closing the Transaction, expectation that closing conditions, including stockholder approvals and regulatory approvals, will be satisfied, anticipated benefits from the Transaction, including synergies therefrom, and anticipated production and commodity mix as a result of the Transaction. These and other important factors could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements included in this presentation or made in connection therewith are qualified in their entirety by these cautionary statements. Please read AMPY’s and MPO’s filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors” in AMPY’s and MPO’s Annual Reports on Form 10-K, AMPY’s and MPO’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on AMPY’s and MPO’s Investor Relations websites at http://investor.amplifyenergy.com/sec.cfm and midstatespetroleum.com, respectively, or on the SEC’s website at www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. Except as required by law, AMPY and MPO undertake no obligation and do not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Important Additional Information This communication relates to the Transaction between Amplify and Midstates. This communication is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. 22 Forward Looking Statements
Important Additional Information (Continued). In connection with the proposed transaction between Amplify and Midstates, it is expected that Midstates will file with the SEC a registration statement on Form S-4 that will constitute a Proxy Statement and Prospectus of Midstates and that will also constitute an Information Statement of Amplify (the “Proxy Statement/Prospectus/Information Statement”). Amplify and Midstates plan to mail to their respective stockholders the definitive Proxy Statement/Prospectus/Information Statement in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF AMPLIFY AND MIDSTATES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMPLIFY, MIDSTATES, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus/Information Statement (when available) and other documents filed with the SEC by Amplify and Midstates through the website maintained by the SEC at www.sec.gov. Investors and security holders will be able to obtain free of charge copies of the documents filed with the SEC by Amplify on Amplify’s website at www.amplifyenergy.com or by contacting Amplify’s Corporate Secretary. In addition, investors and security holders will be able to obtain free of charge copies of the documents filed with the SEC by Midstates on Midstates’ website at www.midstatespetroleum.com or by contacting Midstates’ Investor Relations. Participants in the Merger Solicitation. Amplify, Midstates and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Amplify and Midstates in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus/Information Statement described above when it is filed with the SEC. Additional information regarding Amplify’s directors and executive officers is also included in Amplify’s Notice of Annual Meeting of Stockholders and 2019 Proxy Statement, which was filed with the SEC on April 5, 2019. Additional information regarding Midstates’ directors and executive officers is also included in Midstates’ Notice of Annual Meeting of Stockholders and 2019 Proxy Statement, which was filed with the SEC on April 29, 2019. These documents are available free of charge as described above. Use of Non-GAAP Financial Measures. Amplify uses the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow. Amplify’s non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income, net cash flows provided by operating activities or any other measure of financial performance calculated and presented in accordance with GAAP. Amplify’s non-GAAP financial measures may not be comparable to similarly titled measures of other companies because they may not calculate such measures in the same manner as Amplify does. Adjusted EBITDA. For purposes of this presentation, Amplify defines Adjusted EBITDA as net income or loss, plus interest expense; income tax expense; depreciation, depletion and amortization; impairment of goodwill and long-lived assets; accretion of asset retirement obligations; losses on commodity derivative instruments; cash settlements received on expired commodity derivative instruments; losses on sale of assets; unit-based compensation expenses; exploration costs; acquisition and divestiture related expenses; amortization of gain associated with terminated commodity derivatives, bad debt expense; and other non-routine items, less interest income; gain on extinguishment of debt; income tax benefit; gains on commodity derivative instruments; cash settlements paid on expired commodity derivative instruments; gains on sale of assets and other, net; and other non-routine items. Adjusted EBITDA is commonly used as a supplemental financial measure by management and external users of Amplify’s financial statements, such as investors, research analysts and rating agencies, to assess: (1) its operating performance as compared to other companies in Amplify’s industry without regard to financing methods, capital structures or historical cost basis; (2) the ability of its assets to generate cash sufficient to pay interest and support Amplify’s indebtedness; and (3) the viability of projects and the overall rates of return on alternative investment opportunities. Since Adjusted EBITDA excludes some, but not all, items that affect net income or loss and because these measures may vary among other companies, the Adjusted EBITDA data presented in this press release may not be comparable to similarly titled measures of other companies. The GAAP measure most directly comparable to Adjusted EBITDA is net cash provided by operating activities. Free Cash Flow. For purposes of this presentation, Amplify defines Free Cash Flow as Adjusted EBITDA, less capital expenditures and cash interest expense. Free cash flow is an important non-GAAP financial measure for Amplify’s investors since it serves as an indicator of the Company’s success in providing a cash return on investment. The GAAP measure most directly comparable to distributable cash flow is net cash provided by operating activities. 23 Important Additional Information (Cont'd)
