Amplify Energy Corp.
12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:47
AMPLIFY ENERGY CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Form 8-K)
AMPLIFY ENERGY CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Introduction
The following unaudited pro forma financial information gives effect to:
| · | The East Texas Divestiture (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements) by Amplify Energy Operating LLC, a Delaware limited liability company ("OLLC") and Magnify Energy Services LLC, a Delaware limited liability company ("Magnify" and together with OLLC, the "EQV Sellers"), each an indirect, wholly owned subsidiary of Amplify Energy Corp., a Delaware corporation (the "Company"), to EQV Alpha LLC, a Delaware limited liability company ("Alpha"), which was completed on December 23, 2025. The total proceeds received was approximately $122.0 million, subject to customary post-closing adjustments; and |
| · | The Probable Oklahoma Divestiture (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements) by Amplify Oklahoma Operating LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company ("Amplify Oklahoma"), and Magnify (together with Amplify Oklahoma, the "Revolution Sellers"), to Revolution Resources III, LLC, a Delaware limited liability company ("Revolution"). The expected purchase price for the Probable Oklahoma Divestiture is $92.5 million, subject to customary post-closing adjustments. |
See Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements for a description of the East Texas Divestiture and the Probable Oklahoma Divestiture.
The unaudited pro forma condensed consolidated balance sheet is based on the unaudited condensed consolidated balance sheet of the Company as of September 30, 2025 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Probable Oklahoma Divesture as if the transactions had occurred on September 30, 2025. The unaudited pro forma condensed statement of consolidated operations for the nine months ended September 30, 2025 is based on the unaudited condensed statement of consolidated operations of the Company for the nine months ended September 30, 2025 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Probable Oklahoma Divestiture as if the transactions had occurred on January 1, 2024. The unaudited pro forma condensed statement of consolidated operations for the year ended December 31, 2024 is based on the audited statement of consolidated operations of the Company for the year ended December 31, 2024 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Probable Oklahoma Divestiture as if the transactions had occurred on January 1, 2024.
The pro forma adjustments to the historical unaudited condensed consolidated financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the unaudited pro forma adjustments are factually supportable, give appropriate effect to the impact of events that are directly attributable to the transactions, and reflect those items expected to no longer have a continuing impact on the Company.
AMPLIFY ENERGY CORP/
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2025
(In thousands, except outstanding units)
| Probable | ||||||||||||||||||||
| East Texas | Oklahoma | Pro Forma | ||||||||||||||||||
| Historical | Divestiture | Divestiture | Adjustments | Pro Forma | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 122,000 | (a) | $ | 92,500 | (c) | $ | - | $ | 91,500 | ||||||||
| (115,000 | )(b) | (8,000 | )(d) | - | ||||||||||||||||
| Accounts receivable, net | 33,207 | - | - | - | 33,207 | |||||||||||||||
| Short-term derivative instruments | 10,983 | 137 | (a) | - | - | 11,120 | ||||||||||||||
| Prepaid expenses and other current assets | 26,168 | (826 | )(a) | (1,502 | )(c) | (1,194 | )(e) | 22,646 | ||||||||||||
| Total current assets | 70,358 | 6,311 | 82,998 | (1,194 | ) | 158,473 | ||||||||||||||
| Property and equipment, at cost: | ||||||||||||||||||||
| Oil and natural gas properties, successful efforts method | 903,217 | (333,765 | )(a) | (197,003 | )(c) | - | 372,450 | |||||||||||||
| Support equipment and facilities | 154,844 | - | - | - | 154,844 | |||||||||||||||
| Other | 12,404 | (11,742 | )(a) | (334 | )(c) | - | 328 | |||||||||||||
| Accumulated depreciation, depletion and amortization | (711,469 | ) | 266,243 | (a) | 94,973 | (c) | - | (350,254 | ) | |||||||||||
| Property and equipment, net | 358,996 | (79,264 | ) | (102,364 | ) | - | 177,368 | |||||||||||||
| Long-term derivative instruments | 273 | 1,579 | (a) | - | - | 1,852 | ||||||||||||||
| Restricted investments | 37,684 | - | - | - | 37,684 | |||||||||||||||
| Operating lease - long term right-of-use asset | 3,730 | - | - | - | 3,730 | |||||||||||||||
| Deferred tax asset | 258,600 | - | - | - | 258,600 | |||||||||||||||
| Other long-term assets | 1,714 | - | - | (995 | )(e) | 719 | ||||||||||||||
| Total assets | $ | 731,355 | $ | (71,374 | ) | $ | (19,366 | ) | $ | (2,189 | ) | $ | 638,426 | |||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Accounts payable | $ | 29,154 | $ | - | $ | - | - | $ | 29,154 | |||||||||||
| Revenues payable | 10,145 | (2,815 | )(a) | (1,468 | )(c) | - | 5,862 | |||||||||||||
| Accrued liabilities | 29,698 | (927 | )(a) | (150 | )(c) | 5,800 | (f) | 34,421 | ||||||||||||
| Total current liabilities | 68,997 | (3,742 | ) | (1,618 | ) | 5,800 | 69,437 | |||||||||||||
| Long-term debt | 123,000 | (115,000 | )(b) | (8,000 | )(d) | - | - | |||||||||||||
| Asset retirement obligations | 133,276 | (50,170 | )(a) | (11,880 | )(c) | - | 71,226 | |||||||||||||
| Operating lease liability | 2,985 | - | - | - | 2,985 | |||||||||||||||
| Other long-term liabilities | 10,123 | - | - | - | 10,123 | |||||||||||||||
| Total liabilities | 338,381 | (168,912 | ) | (21,497 | ) | 5,800 | 153,771 | |||||||||||||
| Stockholders' equity (deficit): | ||||||||||||||||||||
| Preferred stock, $0.01 par value: 50,000,000 shares authorized; no shares issued and outstanding at September 30, 2025 | - | - | - | - | - | |||||||||||||||
| Common Stock, $0.01 par value: 250,000,000 shares authorized; 40,475,997 shares issued and outstanding at September 30, 2025 | 405 | - | - | - | 405 | |||||||||||||||
| Additional paid-in capital | 444,480 | - | - | - | 444,480 | |||||||||||||||
| Accumulated deficit | (51,911 | ) | 97,539 | (a) | 2,132 | (c) | (7,989 | )(e), (f) | 39,770 | |||||||||||
| Total stockholders' equity (deficit) | 392,974 | 97,539 | 2,132 | (7,989 | ) | 484,655 | ||||||||||||||
| Total liabilities and equity | $ | 731,355 | $ | (71,374 | ) | $ | (19,366 | ) | $ | (2,189 | ) | $ | 638,426 | |||||||
AMPLIFY ENERGY CORP
UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(In thousands, except per unit amounts)
| Probable | ||||||||||||||||||||
| East Texas | Oklahoma | Pro Forma | ||||||||||||||||||
| Historical | Divestiture (g) | Divestiture (h) | Adjustment | Pro Forma | ||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Oil and natural gas sales | $ | 201,357 | $ | (41,984 | ) | $ | (34,241 | ) | $ | - | $ | 125,132 | ||||||||
| Other revenues | 5,450 | (3,360 | ) | (2,012 | ) | - | 78 | |||||||||||||
| Total revenues | 206,807 | (45,344 | ) | (36,253 | ) | - | 125,210 | |||||||||||||
| Costs and expenses: | - | |||||||||||||||||||
| Lease operating expense | 111,652 | (14,861 | ) | (12,642 | ) | - | 84,149 | |||||||||||||
| Gathering, processing and transportation | 14,246 | (7,561 | ) | (3,991 | ) | - | 2,694 | |||||||||||||
| Taxes other than income | 12,337 | (1,821 | ) | (2,137 | ) | - | 8,379 | |||||||||||||
| Depreciation, depletion and amortization | 27,263 | (5,264 | ) | (5,939 | ) | - | 16,060 | |||||||||||||
| Impairment expense | 42,450 | - | (34,002 | ) | - | 8,448 | ||||||||||||||
| General and administrative expense | 33,776 | - | - | - | 33,776 | |||||||||||||||
| Accretion of asset retirement obligations | 6,612 | (2,589 | ) | (417 | ) | - | 3,606 | |||||||||||||
| Loss (gain) on commodity derivative instruments | (14,767 | ) | 158 | - | - | (14,609 | ) | |||||||||||||
| Pipeline incident loss | 645 | - | - | - | 645 | |||||||||||||||
| (Gain) loss on sale of properties | (9,536 | ) | - | - | - | (9,536 | ) | |||||||||||||
| Other, net | 86 | (65 | ) | (17 | ) | - | 4 | |||||||||||||
| Total costs and expenses | 224,764 | (32,003 | ) | (59,145 | ) | - | 133,616 | |||||||||||||
| Operating income (loss) | (17,957 | ) | (13,341 | ) | 22,892 | - | (8,406 | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense, net | (10,973 | ) | - | - | 8,865 | (i) | (989 | ) | ||||||||||||
| - | - | 1,119 | (j) | |||||||||||||||||
| Other income (expense) | (479 | ) | 599 | - | - | 120 | ||||||||||||||
| Total other income (expense) | (11,452 | ) | 599 | - | 9,984 | (869 | ) | |||||||||||||
| Income (loss) before income taxes | (29,409 | ) | (12,742 | ) | 22,892 | 9,984 | (9,275 | ) | ||||||||||||
| Income tax (expense) benefit - current | (380 | ) | - | - | - | (380 | ) | |||||||||||||
| Income tax (expense) benefit - deferred | 9,346 | - | - | - | 9,346 | |||||||||||||||
| Net income (loss) | $ | (20,443 | ) | $ | (12,742 | ) | $ | 22,892 | $ | 9,984 | $ | (309 | ) | |||||||
| Earnings (loss) per share: | ||||||||||||||||||||
| Basic and diluted earnings (loss) per share | $ | (0.51 | ) | $ | (0.01 | ) | ||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic and diluted | 40,337 | 40,337 | ||||||||||||||||||
AMPLIFY ENERGY CORP
UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(In thousands, except per unit amounts)
| Probable | ||||||||||||||||||||
| East Texas | Oklahoma | Pro Forma | ||||||||||||||||||
| Historical | Divestiture (g) | Divestiture (h) | Adjustment | Pro Forma | ||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Oil and natural gas sales | $ | 282,992 | $ | (47,549 | ) | $ | (50,469 | ) | $ | - | $ | 184,974 | ||||||||
| Other revenues | 11,689 | (8,217 | ) | (2,362 | ) | - | 1,110 | |||||||||||||
| Total revenues | 294,681 | (55,766 | ) | (52,831 | ) | - | 186,084 | |||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Lease operating expense | 142,950 | (22,609 | ) | (15,951 | ) | - | 104,390 | |||||||||||||
| Gathering, processing and transportation | 18,427 | (9,914 | ) | (5,646 | ) | - | 2,867 | |||||||||||||
| Taxes other than income | 20,895 | (3,215 | ) | (3,166 | ) | - | 14,514 | |||||||||||||
| Depreciation, depletion and amortization | 32,586 | (7,088 | ) | (9,619 | ) | - | 15,879 | |||||||||||||
| General and administrative expense | 35,895 | - | - | 5,800 | (k) | 41,695 | ||||||||||||||
| Accretion of asset retirement obligations | 8,438 | (3,337 | ) | (540 | ) | - | 4,561 | |||||||||||||
| Loss (gain) on commodity derivative instruments | 2,047 | (1,587 | ) | - | - | 460 | ||||||||||||||
| Pipeline incident loss | 3,859 | - | - | - | 3,859 | |||||||||||||||
| (Gain) loss on sale of properties | (1,367 | ) | - | - | (99,670 | )(a), (c) | (101,037 | ) | ||||||||||||
| Other, net | 531 | (156 | ) | (102 | ) | - | 273 | |||||||||||||
| Total costs and expenses | 264,261 | (47,906 | ) | (35,024 | ) | (93,870 | ) | 87,460 | ||||||||||||
| Operating income (loss) | 30,420 | (7,860 | ) | (17,807 | ) | 93,870 | 98,623 | |||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense, net | (14,599 | ) | - | - | 12,224 | (l) | (1,142 | ) | ||||||||||||
| - | - | 1,233 | (j) | |||||||||||||||||
| Other income (expense) | (447 | ) | - | - | - | (447 | ) | |||||||||||||
| Total other income (expense) | (15,046 | ) | - | - | 13,457 | (1,589 | ) | |||||||||||||
| Income (loss) before income taxes | 15,374 | (7,860 | ) | (17,807 | ) | 107,327 | 97,034 | |||||||||||||
| Income tax (expense) benefit - current | (232 | ) | - | - | - | (232 | ) | |||||||||||||
| Income tax (expense) benefit - deferred | (2,196 | ) | - | - | - | (2,196 | ) | |||||||||||||
| Net income (loss) | $ | 12,946 | $ | (7,860 | ) | $ | (17,807 | ) | $ | 107,327 | $ | 94,606 | ||||||||
| Earnings (loss) per share: | ||||||||||||||||||||
| Basic and diluted earnings (loss) per share | $ | 0.31 | $ | 2.39 | ||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic and diluted | 39,655 | 39,655 | ||||||||||||||||||
AMPLIFY ENERGY CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Divestitures and Basis of Presentation
Description of Divestitures
On October 28, 2025, the EQV Sellers entered into a purchase and sale agreement (the "EQV Purchase and Sale Agreement") with Alpha, pursuant to which the EQV Sellers sold to Alpha certain assets of the EQV Sellers, which include, among other things, the EQV Sellers' right, title and interest in and to certain specified oil and gas Properties and Equipment (each, as defined in the EQV Purchase and Sale Agreement) within or related to certain designated lands in East Texas and Louisiana (the "East Texas Divestiture"). The East Texas Divestiture was completed on December 23, 2025, for total proceeds of approximately $122.0 million, subject to customary post-closing adjustments. The total proceeds of $122.0 million include approximately $2.6 million attributable to certain assets for which consents had not been obtained by the closing date, with management expecting to receive these additional proceeds post-closing. This disposition does not qualify as a discontinued operation.
On November 4, 2025, the Revolution Sellers, and, for certain limited purposes, OLLC, entered into a purchase and sale agreement (the "Revolution Purchase and Sale Agreement") with Revolution, pursuant to which the Revolution Sellers sold to Revolution certain assets of the Revolution Sellers, which include, among other things, the Revolution Sellers' right, title and interest in and to certain specified oil and gas Properties and Equipment (each, as defined in the Revolution Purchase and Sale Agreement) within or related to certain designated lands in Oklahoma (the "Probable Oklahoma Divestiture"). The expected purchase price for the Probable Oklahoma Divestiture is $92.5 million, subject to customary post-closing adjustments, and the Probable Oklahoma Divestiture is expected to close on or about December 29, 2025. This disposition does not qualify as a discontinued operation.
Basis of Presentation
The unaudited pro forma condensed consolidated balance sheet is based on the unaudited condensed consolidated balance sheet of the Company as of September 30, 2025 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Probable Oklahoma Divesture as if the transactions had occurred on September 30, 2025. The unaudited pro forma condensed statement of consolidated operations for the nine months ended September 30, 2025 is based on the unaudited condensed statement of consolidated operations of the Company for the nine months ended September 30, 2025 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Probable Oklahoma Divesture as if the transactions had occurred on January 1, 2024. The unaudited pro forma condensed statement of consolidated operations for the year ended December 31, 2024 is based on the audited statement of consolidated operations of the Company for the year ended December 31, 2024 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Probable Oklahoma Divestiture as if the transactions had occurred on January 1, 2024.
The pro forma adjustments to the historical unaudited condensed consolidated financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the unaudited pro forma adjustments are factually supportable, give appropriate effect to the impact of events that are directly attributable to the transactions, and reflect those items expected to no longer have a continuing impact on the Company.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company's 2024 Annual Report on Form 10-K filed on March 5, 2025 and amended on April 17, 2025 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed on November 5, 2025.
Note 2. Pro Forma Adjustments and Assumptions
Unaudited Pro Forma Condensed Consolidated Balance Sheet
The following adjustments were made in the preparation of the unaudited pro forma condensed consolidated balance sheet as of September 30, 2025:
| (a) | Pro forma adjustments to reflect the closing of the East Texas Divestiture, including the receipt of $122.0 million in proceeds, subject to customary post-closing adjustments, the elimination of the associated net assets as of September 30, 2025 and the estimated gain of $97.5 million to be recognized as a result of the transaction. The total proceeds of $122.0 million include approximately $2.6 million attributable to certain assets for which consents had not been obtained by the closing date, with management expecting to receive these additional proceeds post-closing. |
| (b) | Pro forma adjustment to reflect the use of the $115 million in proceeds from the East Texas Divestiture to repay borrowings under the Company's revolving credit facility. |
| (c) | Pro forma adjustments to reflect the Probable Oklahoma Divestiture, including the receipt of $92.5 million in proceeds, subject to customary post-closing adjustments, the elimination of the associated net assets as of September 30, 2025 and the estimated gain of $2.1 million to be recognized as a result of the transaction. |
| (d) | Pro forma adjustment to reflect the use of the $8.0 million in the proceeds from the Probable Oklahoma Divestiture to repay borrowings under the Company's revolving credit facility. |
| (e) | Pro forma adjustment to reflect the reduction of the deferred financing costs related to the Company's revolving credit facility, assuming the debt repayments described in (b) and (d) above occurred on January 1, 2024. |
| (f) | Pro forma adjustment to reflect estimated professional fees and closing costs related to the East Texas divestiture and the Probable Oklahoma Divestiture. |
Unaudited Condensed Consolidated Statement of Operations
The following adjustments were made in the preparation of the unaudited pro forma condensed statement of consolidated operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024:
| (g) | Pro forma adjustment to reflect the removal of operating revenues, operating expenses and capitalized interest related to the East Texas Divestiture. |
| (h) | Pro forma adjustment to reflect the removal of operating revenues, operating expenses and capitalized interest related to the Probable Oklahoma Divestiture. |
| (i) | Pro forma adjustment to reflect the reduction of interest expense related to the East Texas Divestiture and the Probable Oklahoma Divestiture, assuming the debt repayments described in (b) and (d) above occurred on January 1, 2024: (i) using the Company's revolving credit facility weighted average interest rate of 8.45% for the nine months ended September 30, 2025 and (ii) an adjustment for capitalized interest. |
| (j) | Pro forma adjustments to reflect the reduction of the deferred financing costs related to the East Texas Divestiture and Probable Oklahoma Divestiture, assuming the debt repayments described in (b) and (d) above occurred on January 1, 2024. |
| (k) | Pro forma adjustment for estimated professional fees and closing costs related to the East Texas Divestiture and the Probable Oklahoma Divestiture. |
| (l) | Pro forma adjustment to reflect the reduction of interest expense related to the East Texas Divestiture and the Probable Oklahoma Divestiture, assuming the debt repayments described in (b) and (d) above occurred on January 1, 2024: (i) using the Company's revolving credit facility weighted average interest rate of 9.27% for the year ended December 31, 2024 and (ii) an adjustment for capitalized interest. |
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