Amplify Energy Corp.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 9, 2026
AMPY$3.33+4.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-05.
0001558370-25-002273
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-09.
0001104659-26-025299
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 147 current paragraphs.
68 unchanged; 42 reworded; 37 added; 31 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 37 previous and 43 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (37)
Current report
Our assets have historically consisted primarily of producing oil and natural gas properties located in Oklahoma, the Rockies (“Bairoil”), federal waters offshore Southern California (“Beta”), East Texas/North Louisiana, and the Eagle Ford (Non-op). During 2025, we completed several divestiture transactions, including the sale of our non-operated Eagle Ford assets in July 2025, our East Texas/North Louisiana assets in December 2025 and our Oklahoma assets in December 2025. As of the date of this Annual Report, our remaining properties consist solely of Bairoil and Beta.
Current report
Reduction in Force
Current report
During the fourth quarter of 2025 and throughout the first quarter of 2026, certain employees were impacted by a workforce reduction resulting in the involuntary termination of 36 employees across the Company. The Company recorded $6.8 million of severance expense for the year ended December 31, 2025, which is included in “general and administrative expense” in the Company’s Consolidated Statement of Operations.
Current report
Amended Revolving Credit Facility
Current report
On December 31, 2025, OLLC entered into the Borrowing Base Redetermination, Commitment Increase and Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”), among OLLC, Amplify Acquisitionco LLC, the guarantors party thereto, the lenders party thereto and Citizens Bank, N.A., as administrative agent for the lenders. The Second Amendment amends the Amended and Restated Credit Agreement, dated July 31, 2023 (as amended, the “Credit Agreement”), to, among other things: (i) set the Borrowing Base to $25.0 million, with elected commitments of $15.0 million and (ii) extend the maturity date under the Credit Agreement to December 31, 2028. We had no amounts outstanding at December 31, 2025.
Current report
On November 4, 2025, Amplify Oklahoma Operating LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of the Company (“Amplify Oklahoma”), Magnify Energy Services LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of the Company (“Magnify” and, together with Amplify Oklahoma, the “Revolution Sellers”) and OLLC, for certain limited purposes, entered into a purchase and sale agreement (the “Revolution Purchase and Sale Agreement”) with Revolution Resources III, LLC, a Delaware limited liability company (“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 within or related to certain designated lands in Oklahoma (the “Revolution Asset Sale”) for a cash purchase price of $92.5 million, subject to estimated post-closing adjustments under the Revolution Purchase and Sale Agreement. The Revolution Asset Sale closed on December 29, 2025, with an effective date of October 1, 2025. We received net proceeds of $88.7 million from the Revolution Asset Sale. The proceeds from the divestiture were used to reduce borrowings under our Revolving Credit Facility. In connection with this transaction, we performed an assessment of the fair value of the net book value and determined that the assets were impaired, and as such, we recorded impairment expense of $34.0 million to write down those assets to the estimated purchase price less cost to sell.
Current report
On October 28, 2025, OLLC and Magnify (together with OLLC, the “EQV Sellers”), entered into a purchase and sale agreement (as subsequently amended, the “EQV Purchase and Sale Agreement”) with EQV Alpha LLC, a Delaware limited liability company (“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 within or related to certain designated lands in East Texas and Louisiana (the “EQV Asset Sale”) for a cash purchase price of $122.0 million, subject to estimated post-closing adjustments under the EQV Purchase and Sale Agreement. The EQV Asset Sale closed on December 23, 2025, with an effective date of October 1, 2025. We received net proceeds of $111.6 million from the EQV Asset Sale. The proceeds from the divestiture were used to reduce borrowings under our Revolving Credit Facility.
Current report
On October 2, 2025, the Company entered into a purchase and sale agreement to sell its remaining interest in certain units with rights in the Cotton Valley and Haynesville basins in Harrison County, Texas, generating $5.3 million in net proceeds from the transactions. The sale closed on October 24, 2025, with an effective date of October 1, 2025.
Current report
Other 2025 Developments
Current report
Other 2025 Divestitures
Current report
In July 2025, we closed a transaction to divest our non-operated Eagle Ford assets for a total purchase price of $23.0 million, excluding $1.9 million of final post-closing adjustments, resulting in a final adjusted purchase price of $21.1 million. In connection with this transaction, we performed an assessment of the fair value of the net book value and determined that the assets were impaired, and as such, we recorded impairment expense of $8.4 million to write down those assets to the estimated purchase price less cost to sell.
Current report
Throughout 2025, we had other divestitures where we sold certain rights and interests in the Cotton Valley and Haynesville basins generating approximately $7.8 million in net proceeds from such transactions.
Current report
Leadership Changes
Current report
On July 21, 2025, the Company, and Mr. Martyn Willsher, the Company’s former President, Chief Executive Officer and member of the Company’s board of directors (the “Board”), agreed that (i) Mr. Willsher’s roles as President and Chief Executive Officer of the Company and a member of the Board terminated effective July 22, 2025 (the “Transition Date”), and (ii) Mr. Willsher assumed the non-executive employee role of Special Advisor to the Company on the Transition Date.
Current report
In connection with the transition of Mr. Willsher’s role, the Company and Mr. Willsher entered into a Transition and Separation Agreement (the “Transition Agreement”), effective as of the Transition Date. Pursuant to the terms of the Transition Agreement, Mr. Willsher served as Special Advisor to the Company until December 31, 2025.
Current report
Appointment of Chief Executive Officer and Director
Current report
On July 21, 2025, the Board appointed Mr. Daniel Furbee, previously the Company’s Senior Vice President and Chief Operating Officer, to Chief Executive Officer and as a member of the Board, effective as of the Transition Date. In connection with Mr. Furbee’s appointment as Chief Executive Officer, Mr. Furbee and the Company entered into a performance-based restricted stock units award agreement.
Current report
Appointment of President and Chief Financial Officer
Current report
On July 21, 2025, the Board appointed Mr. James Frew, previously the Company’s Senior Vice President and Chief Financial Officer, to President and Chief Financial Officer, effective as of the Transition Date.
Current report
Appointment of Vice President and Chief Accounting Officer
Current report
On November 14, 2025, Mr. Eric Dulany and the Company mutually agreed Mr. Dulany’s tenure as Vice President and Chief Accounting Officer would end, effective immediately. Mr. Dulany’s departure did not result from any disagreement with the Company, the Company’s management or the Board. On November 14, 2025, the Board appointed Ms. Natasha France, to serve as Vice President and Chief Accounting Officer of the Company, effective immediately.
Current report
On April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into a mutual termination agreement (the “Termination Agreement”) to terminate the Merger Agreement (the “Termination”), effective immediately. As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.
Current report
2026 CAPEX by Investment
Current report
Factors Affecting the Comparability of the Historical Financial Results
Current report
As a result of the factors listed above, the historical results of operations and period-to-period comparisons of these results and certain financial data may not be comparable or indicative of future results.
Current report
Lease operating expense was $141.3 million and $143.0 million for the year ended December 31, 2025 and 2024, respectively. The change in lease operating expense was primarily due to the divestiture of our non-operated Eagle Ford assets and lower electricity and CO 2 costs at Bairoil starting in the fourth quarter, partially offset by increased workover expense at Beta. On a per Boe basis, lease operating expense was $20.99 and $20.01 for the year ended December 31, 2025 and 2024, respectively.
Current report
Acquisition and divestiture related expenses included in general and administrative expenses included the following for the periods indicated below (in thousands):
Current report
(Gain) loss on sale of properties was a gain of ($99.5) million and ($1.4) million for the year ended December 31, 2025 and 2024. See additional information discussed in Note 4 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Current report
Adjusted Net Income (Loss)
Current report
Adjusted EBITDA
Current report
Overview. During the year ended December 31, 2025, we significantly enhanced our liquidity position primarily through the completion of several divestitures. Proceeds from these transactions materially strengthened our cash position and enabled us to fully repay all outstanding borrowings under our Revolving Credit Facility. As a result of these actions, we ended the year with approximately $60.7 million in cash and cash equivalents on December 31, 2025.
Current report
The divestitures reduced our ongoing capital requirements and streamlined our operating profile, which we believe positions us with greater financial flexibility. Following the payoff of the debt facility, we no longer have any outstanding borrowings.
Current report
Termination of Contemplated Merger with Juniper Capital.** **In connection with the Contemplated Mergers, on April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into the Termination Agreement to terminate the Merger Agreement, effective immediately. In accordance with the terms of the Termination Agreement, the Company made a cash payment to the Acquired Companies in lieu of any termination fee which might have otherwise been payable pursuant to the Merger Agreement in the amount of $800,000 as payment for certain of the Acquired Companies’ expenses. The Company incurred professional fees and expenses of approximately $3.6 million and $1.4 million for the year ended December 31, 2025 and 2024, respectively, in connection with the Contemplated Mergers and the Termination. For additional information regarding the Termination, see Notes 4 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Current report
*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.
Current report
Revolving Credit Facility. On December 31, 2025, OLLC, as borrower, amended the Revolving Credit Facility with Citizens Bank, as administrative agent to, among other things: (i) set the Borrowing Base to $25.0 million with elected commitments of $15.0 million and (ii) extend the maturity date under the Credit Agreement to December 31, 2028. At December 31, 2025, the Company had no loans outstanding under the Revolving Credit Facility.
Current report
In addition, the Company paid $2.0 million pursuant to a settlement with PHMSA. See Note 17 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Current report
During 2025, the Company generated significant investing cash inflows from asset divestitures. These transactions included the sale of certain rights, title, and interests in East Texas assets for net proceeds of $13.6 million; the divestiture of non‑operated working interests in the Eagle Ford for net proceeds of $23.0 million; the divestiture of all our East Texas/North Louisiana assets for net proceeds of $111.6 million; and the divestiture of all our Oklahoma assets for net proceeds of $88.7 million.
Removed paragraphs (31)
Previous report
East Texas Haynesville Monetization
Previous report
In December 2024, we sold certain rights, title and interest in assets located in East Texas to a third party. We recorded a gain of approximately $1.4 million.
Previous report
In January 2025, we purchased and sold certain rights, title and interest in assets in East Texas from a third party, whereby we received net proceeds of $6.2 million.
Previous report
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, all of the issued and outstanding limited liability company interests of each of the Acquired Companies will automatically be converted into the right to receive the Aggregate Merger Consideration. Following the Effective Time, the Company's existing stockholders and the Acquired Companies' existing equityholders are expected to own approximately 61% and 39%, respectively, of the combined company's outstanding equity.
Previous report
Mr. Christopher W. Hamm will serve as Chairman of the Board, and Mr. Martyn Willsher will continue to serve as the Chief Executive Officer of the Company after the Effective Time. The Merger Agreement provides that the Board will consist of the following seven members: Martyn Willsher, Christopher W. Hamm, Deborah G. Adams, James E. Craddock, Vidisha Prasad, Edward Geiser and Josh Schmidt. Further, Josh Schmidt will be appointed as Chairman of the Compensation Committee, and Edward Geiser will be appointed as a member of the Nominating and Governance Committee.
Previous report
The Merger Agreement contains customary representations, warranties and covenants of the Company and the Acquired Companies, including covenants relating to the conduct of the business of both the Company and the Acquired Companies from the date of signing the Merger Agreement through the Closing, obtaining the requisite approval of the stockholders of the Company and maintaining the listing of the Common Stock on the NYSE. Under the terms of the Merger Agreement, the Company has also agreed not to solicit from any person an acquisition proposal for the Company.
Previous report
In connection with the Mergers, the Company will seek the approval of the Company’s stockholders of the Stock Issuance Proposal. The Board has agreed to recommend the approval of the Stock Issuance Proposal to our stockholders and to solicit proxies in support of the approval of the Stock Issuance Proposal at a meeting of the stockholders (the “Stockholders Meeting”) to be held for that purpose.
Previous report
The Closing is subject to various customary closing conditions, including, among other things, (a) the receipt of approval of the Stock Issuance Proposal by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Stockholders Meeting by the holders of Common Stock entitled to vote thereon (the “Amplify Stockholder Approval”), (b) the receipt of certain specified consents, and (c) the approval for listing by the NYSE for the shares of Common Stock to be issued in connection with the Mergers.
Previous report
The Merger Agreement also provides each of the Company and the Acquired Companies with certain termination rights including, among other things, termination: (a) by the Acquired Companies or Amplify Energy if Amplify Energy fails to obtain the Amplify Stockholder Approval; (b) by Amplify Energy or the Acquired Companies, if Amplify Energy or either of the Acquired Companies breaches or fails to perform any of its or their respective representations, warranties or covenants in the Merger Agreement and such breach cannot be or is not timely cured in accordance with the terms of the Merger Agreement and such breach or failure to perform would cause the applicable closing condition not to be satisfied; (c) by the Acquired Companies, in the event the Board effects a Parent Change in Recommendation (as defined in the Merger Agreement) prior to the Amplify Stockholder Approval being obtained or if Amplify Energy is in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect; or (d) by Amplify Energy, if the Acquired Companies are in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect.
Previous report
In the event that a Parent Alternative Proposal (as defined in the Merger Agreement) is publicly submitted or proposed to the Board prior to, and not withdrawn at the time of the Stockholders Meeting, the Merger Agreement is terminated by the Acquired Companies in accordance with clause (b) above or by either Amplify Energy or the Acquired Companies in accordance with clause (a) above or as a result of the failure to close the Mergers on or before July 14, 2025 (the “Outside Date”), and Amplify Energy enters into a definitive agreement with respect to, or consummates, a Parent Alternative Proposal within 12 months following termination of the Merger Agreement, Amplify Energy will be required to pay the Acquired Companies a termination fee of $8,500,000 (the “Amplify Termination Fee”). Amplify Energy will also be required to pay the Acquired Companies the Amplify Termination Fee in the event the Merger Agreement is terminated by the Acquired Companies in accordance with clause (c) above. In the event that Amplify terminates the Merger Agreement in accordance with clause (d) above, the Acquired Companies will be required to (or will cause the Specified Company Entities to) pay Amplify a termination fee of $5,500,000 (the “Acquired Companies’ Termination Fee” and, together with the Amplify Termination Fee, the “Termination Fees”). If the Merger Agreement is terminated by any party in accordance with clause (a) or by the Acquired Companies in accordance with clause (b) above and the Amplify Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then Amplify Energy will be required to reimburse the Acquired Companies’ incurred expenses, up to a maximum aggregate amount of $800,000. If the Merger Agreement is terminated by Amplify Energy in accordance with clause (b) above and the Acquired Companies’ Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then the Acquired Companies will be required to (or will cause the Specified Company Entities to) reimburse Amplify Energy’s incurred expenses, up to a maximum aggregate amount of $1,250,000. In addition to the foregoing termination rights, the Merger Agreement may be terminated by either Amplify Energy or the Acquired Companies if the Mergers have not been consummated on or prior to the Outside Date or if a governmental entity issues a final, non-appealable order or decree permanently restraining, enjoining or prohibiting the Mergers. The parties may also mutually agree to terminate the Merger Agreement.
Previous report
If the Board effects a Parent Change in Recommendation prior to the Stockholders Meeting, Amplify Energy will, unless the Acquired Companies terminate the Merger Agreement, be required to submit the approval of the Amplify Stock Issuance to a vote of Amplify Energy’s stockholders at the Stockholders Meeting notwithstanding the Parent Change in Recommendation. Neither Amplify Energy nor the Acquired Companies are able to terminate the Merger Agreement in order to accept an alternative business combination proposal.
Previous report
The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Amplify Energy and the Acquired Companies will be subject to certain restrictions on their ability to solicit or respond to alternative business combination proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative business combination proposals, subject to customary exceptions.
Previous report
The Merger Agreement contains customary representations, warranties and covenants for a transaction of this nature. The Merger Agreement also contains customary pre-closing covenants, including the obligations of Amplify Energy and the Acquired Companies to conduct their respective businesses in the ordinary course, consistent with past practice, and to refrain from taking certain specified actions without the consent of the other party.
Previous report
*No Offer or Solicitation.*This section of the Annual Report relates to a proposed business combination transaction between the Company and the Acquired Companies. This communication is for informational 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 business combination 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Previous report
Important Additional Information Regarding the Mergers Will Be Filed With the SEC. In connection with the proposed Mergers, the Company has filed a definitive proxy statement. The definitive proxy statement will be sent to the stockholders of the Company. The Company may also file other documents with the SEC regarding the Mergers. INVESTORS AND SECURITY HOLDERS OF AMPLIFY ENERGY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS, THE PARTIES TO THE MERGERS AND THE RISKS ASSOCIATED WITH THE MERGERS. Investors and security holders may obtain a free copy of the definitive proxy statement and other relevant documents filed by Amplify Energy with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents (when available) by (1) directing your written request to: 500 Dallas Street, Suite 1700, Houston, Texas or (2) contacting our Investor Relations department by telephone at (832) 219-9044 or (832) 219-9051. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at http://www.amplifyenergy.com.
Previous report
Participants in the Solicitation. Amplify Energy and certain of its 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 Energy in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the definitive proxy statement filed with the SEC. Additional information regarding the Company’s directors and executive officers is also included in Amplify’s Notice of Annual Meeting of Stockholders and 2024 Proxy Statement, which was filed with the SEC on April 5, 2024. These documents are available free of charge as described above.
Previous report
An insurance receivable is recognized when collection of the receivable is deemed probable. Any recognition of an insurance receivable is recorded by crediting and offsetting the original charge. Any differential arising between the insurance recoveries and insurance receivables is recorded as a capitalized cost or as an expense, consistent with its original treatment.
Previous report
Revenue Payables in Suspense
Previous report
In the normal course of business, we undertake efforts to research and resolve the disputes, legal reasons or uncertainties causing revenues of owners of mineral interests in our leases to go into suspense. As resolutions occur, obligations related to revenue payables in suspense are released. For the year ended December 31, 2024, we released $8.4 million of net revenues in suspense as a result of these efforts. The following table presents the impact of releases of revenue payables in suspense to our statements of operations for the year ended December 31, 2024:
Previous report
Lease operating expense was $143.0 million and $138.4 million for the year ended December 31, 2024 and 2023, respectively. The change in lease operating expense was primarily driven by higher base lease operating costs due to Beta being online for a full year in 2024 compared to nine months for 2023, offset by a credit received for transportation costs. On a per Boe basis, lease operating expense was $20.01 and $18.50 for the year ended December 31, 2024 and 2023, respectively. The change in lease operating expense on a per Boe basis was mainly due to an additional three months of costs associated with Beta being online for the full year in 2024 compared to nine months in 2023.
Previous report
Litigation settlement was not recorded for the year ended December 31, 2024 and litigation settlement of $84.9 million was recorded for the year ended December 31, 2023, related to the settlement with the shipping companies and the containerships whose anchors struck the Company’s pipeline. See additional information discussed in Note 17 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Previous report
(1) In 2023, non-recurring costs included a litigation settlement with the shipping companies and the containerships whose anchors struck the Company’s pipeline.
Previous report
(2) In 2023, we achieved three years of cumulative book income which resulted in the release of our valuation allowance of $284.9 million.
Previous report
(3) The federal statutory rates were utilized for all periods presented.
Previous report
(1) Adjusted EBITDA includes a revenue suspense release of $8.4 million for the year ended December 31, 2024. See “Revenue Payables in Suspense” discussion noted above for additional information.
Previous report
(1) Adjusted EBITDA includes a revenue suspense release of $8.4 million for the year ended December 31, 2024. See “Revenue Payables in Suspense” discussion noted above for additional information.
Previous report
Capital Markets. On January 15, 2024, we entered into the Merger Agreement, pursuant to which we agreed to issue 26,729,315 shares of our Common Stock to Juniper as consideration for all of the outstanding equity of the Acquired Companies. However, such issuance remains subject to stockholder approval. For additional information, see “—Recent Developments.” In connection with the Mergers, we may also evaluate additional capital markets transactions in order to refinance all or a portion of the Acquired Companies’ outstanding indebtedness.
Previous report
Revolving Credit Facility. On July 31, 2023, OLLC, as borrower, entered into the Revolving Credit Facility. The Revolving Credit Facility is a replacement in full of the prior revolving credit facility, by and among OLLC, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (as amended, the “Prior Revolving Credit Facility”). At December 31, 2024, the aggregate principal amount of loans outstanding under the Revolving Credit Facility was $127.0 million.
Previous report
On October 25, 2024, we entered into the Credit Agreement Amendment, which among other things, (i) reduced the borrowing base under the Revolving Credit Facility from $150.0 million to $145.0 million, (ii) increased the aggregate elected commitments under the Revolving Credit Facility from $135.0 million to $145.0 million and (iii) amended certain interest rates applicable to loans under the Revolving Credit Facility.
Previous report
Fines. We currently have a payment plan to pay our federal fines over a period of three years with one year remaining in such plan. We are scheduled to pay $1.1 million in September 2025.
Previous report
For the year ended December 31, 2023, we paid $4.8 million in deferred financing costs under the Revolving Credit Facility.
Reworded paragraphs (42)
Previous wording
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 located in Oklahoma, the Rockies (“Bairoil”), federal waters offshore Southern California (“Beta”), East Texas/North Louisiana and Eagle Ford. Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.
Current wording
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.
Previous wording
Total production for the Company in 2024 was composed of approximately 43% oil, 39% natural gas and 18% NGLs compared to 37% oil, 45% natural gas and 18% NGLs in 2023. The change in our oil production was primarily related to Beta restarting operations in April 2023 and the development of wells at Beta. We had a decrease of 2% in oil and natural gas sales primarily due to lower volumes. Average realized sales price per Boe was $39.61 for 2024 compared to $38.54 for 2023.
Current wording
Total production for the Company in 2025 was composed of approximately 45% oil, 39% natural gas and 16% NGLs compared to 43% oil, 39% natural gas and 18% NGLs in 2024. The change in our oil production was primarily related to the development of wells at Beta. We had a decrease of 10% in oil and natural gas sales primarily due to lower volumes and decrease in oil prices. Average realized sales price per Boe was $38.03 for 2025 compared to $39.61 for 2024.
Previous wording
Our total estimated proved reserves decreased to 93.0 MMBoe in 2024 compared to 98.1 MMBoe in 2023. The decrease was primarily due to changes in commodity prices and 2024 production roll off, partially offset by changes in development plans specifically related to Beta.
Current wording
Our estimated proved reserves decreased to 38.1 MMBoe in 2025 compared to 93.0 MMBoe in 2024. The decrease was primarily due to 53.2 MMBoe for divestitures reserves. In addition, the change in reserves were impacted by changes in commodity prices, partially offset by upward reserves revisions due to performance, and reserve additions due to new locations specifically related to Beta.
Previous wording
As of December 31, 2024, we are the operator of record for properties containing 92% of our total estimated proved reserves.
Current wording
As of December 31, 2025, we are the operator of record for properties containing 100% of our total estimated proved reserves.
Previous wording
There is no guarantee that we will be able to execute a refinancing in connection with the Mergers on favorable terms or at all. If we are unable to complete a sufficient refinancing at all, we may not be able to complete the Mergers. In certain circumstances (described in further detail above in “— Recent Developments — Merger with Juniper Capital”), upon termination of the Merger Agreement, we will be required to pay the Amplify Termination Fee, which could adversely affect our financial condition. For a discussion of risks associated with our liquidity and capital resources related to the Mergers, see “Item 1A. Risk Factors — Risks Related to the Mergers — We expect to refinance substantial indebtedness of the Acquired Companies in connection with the Mergers, which combined with our current debt may limit our financial flexibility and adversely affect our financial results” and “Item 1A. Risk Factors — Risks Related to the Mergers — The Merger Agreement limits our ability to pursue alternatives to the Mergers and may discourage a potential competing acquirer of Amplify Energy, including the payment by Amplify Energy of a Termination Fee.” If the Mergers are not completed, based on our current oil and natural gas price expectations, we believe our cash flows provided by operating activities and availability under our Revolving Credit Facility will provide us with the financial flexibility necessary to meet our cash requirements, including normal operating needs, and to pursue our currently planned 2025 development activities. Further, if the Mergers are not completed, we believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings under our Revolving Credit Facility will be sufficient to support working capital, capital expenditures and other cash requirements for at least the next 12 months and, based on our current expectations, for the foreseeable future thereafter.
Current wording
Termination of Contemplated Merger with Juniper Capital
Previous wording
On January 14, 2025, we entered into the Merger Agreement with the Merger Subs, the Acquired Companies, and, solely for the limited purposes set forth in the Merger Agreement, Juniper and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the Effective Time, (a) NPOG will merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (b) COG will merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement.
Current wording
On January 14, 2025, the Company entered into an Agreement and Plan of Merger, as subsequently amended (the “Merger Agreement”) with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify Energy (“Second Merger Sub”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG” and, together with NPOG, the “Acquired Companies”), and, solely for the limited purposes set forth in the Merger Agreement, Juniper Capital Advisors, L.P. (“Juniper Capital”) and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the effective time of the Contemplated Mergers (as defined below), it was contemplated that (i) NPOG would merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (ii) COG would merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement (clauses (i) and (ii), together, the “Contemplated Mergers”).
Previous wording
The oil produced from our onshore properties is a combination of sweet and sour oil, which varies by location. This oil is typically sold at the NYMEX-WTI price, adjusted for quality and transportation differential, depending primarily on location and purchaser. The oil produced from our offshore properties is heavy and sour oil and was sold based on refiners’ posted prices for California Midway-Sunset for the year ended December 31, 2024. Effective January 1, 2025, offshore production will be sold based on posted prices for ICE Brent.
Current wording
The oil produced from our onshore properties is a combination of sweet and sour oil, which varies by location. This oil is typically sold at the NYMEX-WTI price, adjusted for quality and transportation differential, depending primarily on location and purchaser. The oil produced from our offshore properties is heavy and sour oil and was sold based on refiners’ posted prices for ICE Brent for the year ended December 31, 2025.
Previous wording
Commodity Derivative Contracts. Our hedging activities are intended to support oil, natural gas and NGL prices at targeted levels and to manage our exposure to commodity price fluctuations. The covenants in our Revolving Credit Facility require us to enter into commodity derivative contracts at times and on terms desired to maintain a portfolio of commodity derivative contracts covering at least 50%−75% of our estimated production from proved developed producing reserves over a one-to-three-year period at any given point of time. We may, however, from time-to-time hedge more or less than this approximate range. 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.
Current wording
Commodity Derivative Contracts. Our hedging activities are intended to support oil, natural gas and NGL prices at targeted levels and to manage our exposure to commodity price fluctuations. The covenants in our Revolving Credit Facility require us to enter into commodity derivative contracts at times and on terms desired to maintain a portfolio of commodity derivative contracts covering at least 25%−75%, depending on availability under the Revolving Credit Facility, of our estimated production from proved developed producing reserves over a one-year period at any given point of time. We may, however, from time-to-time hedge more or less than this approximate range. 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.
Previous wording
Based on our current plans, our capital expenditure program for the full year 2025 is expected to be approximately $70.0 million to $80.0 million. The charts below detail the allocation of capital across our asset base and by investment type based on the midpoint of our 2025 capital expenditure range.
Current wording
Based on our current plans, our capital expenditure program for the full year 2026 is expected to be approximately $45.0 million to $65.0 million. Our capital expenditure program for 2026 is allocated among our remaining properties with 97% allocated to Beta and 3% allocated to Bairoil. The charts below detail the allocation of capital by investment type based on the midpoint of our 2026 capital expenditure range.
Previous wording
As has been our historical practice, we will periodically review our capital expenditures throughout the year and may adjust the budget based on commodity prices and other factors. We anticipate funding our 2025 capital program from internally generated cash flow.
Current wording
As has been our historical practice, we will periodically review our capital expenditures throughout the year and may adjust the budget based on commodity prices and other factors. We anticipate funding our 2026 capital program from internally generated cash flow and cash on hand.
Previous wording
Derivative Financial Instruments. Our commodity derivative financial instruments are used to reduce the impact of natural gas and oil price fluctuations. We record our derivative instrument in the balance sheet as either an asset or liability measured at its fair value. Changes in the derivative’s fair value are recognized currently in earnings as we have not elected hedge accounting for any of our derivative positions. Significant changes to the market value of derivative instruments due to the volatility of oil and natural gas prices can have an impact on our financial condition and results of operations.
Current wording
Derivative Financial Instruments. Our commodity derivative financial instruments are used to reduce the impact of oil and natural gas price fluctuations. We record our derivative instrument in the balance sheet as either an asset or liability measured at its fair value. Changes in the derivative’s fair value are recognized currently in earnings as we have not elected hedge accounting for any of our derivative positions. Significant changes to the market value of derivative instruments due to the volatility of oil and natural gas prices can have an impact on our financial condition and results of operations.
Previous wording
Contingencies and Insurance Accounting. A provision for legal, environmental and other contingent matters is charged to expense when the loss is probable and the cost or range of cost can be reasonably estimated. Judgment is often required to determine when expenses should be recorded for legal, environmental and contingent matters. Although we are insured against various risks to the extent we believe 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.
Current wording
Contingencies Accounting. A provision for legal, environmental and other contingent matters is charged to expense when the loss is probable and the cost or range of cost can be reasonably estimated. Judgment is often required to determine when expenses should be recorded for legal, environmental and contingent matters. Although we are insured against various risks to the extent we believe 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.
Previous wording
We believe contingencies and insurance accounting is a critical accounting estimate because we must assess the probability of the loss related to the contingency and the expected amount that is covered by insurance.
Current wording
We believe contingencies accounting is a critical accounting estimate because we must assess the probability of the loss related to the contingency.
Previous wording
In assessing the carrying value of our net deferred tax assets, we consider the realizability of our deferred tax assets each reporting period. The realization of any deferred tax asset is dependent upon the generation of future taxable income sufficient to demonstrate our ability to utilize the deferred tax asset in the period in which the temporary differences become deductible or in a future period prior to expiration. We considered all available evidence, including cumulative historical losses (defined as pre-tax earnings as adjusted for permanent tax adjustment), scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our Consolidated Financial Statements. Any increase in the valuation allowance would increase our income tax expense in the Consolidated Statements of Operations.
Current wording
In assessing the carrying value of our net deferred tax assets, we consider the realizability of our deferred tax assets each reporting period. The realization of any deferred tax asset is dependent upon the generation of future taxable income sufficient to demonstrate our ability to utilize the deferred tax asset in the period in which the temporary differences become deductible or in a future period prior to expiration. We considered all available evidence, including cumulative historical losses (defined as pre-tax earnings as adjusted for permanent tax adjustment), scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our Consolidated Financial Statements.
Previous wording
The results of operations for the years ended December 31, 2024 and 2023 have been derived from our Consolidated Financial Statements. The comparability of the results of operations among the periods presented below is impacted by the suspension of operations at our Beta properties for the first half of 2023.
Current wording
The results of operations for the years ended December 31, 2025 and 2024 have been derived from our Consolidated Financial Statements.
Previous wording
Net income of $12.9 million and $392.8 million was recorded for the year ended December 31, 2024 and 2023, respectively.
Current wording
Net income of $44.0 million compared to net income of $12.9 million was recorded for the year ended December 31, 2025 and 2024, respectively.
Previous wording
Oil, natural gas and NGL revenues were $283.0 million and $288.3 million for the year ended December 31, 2024 and 2023, respectively. Average net production volumes were approximately 19.5 MBoe/d and 20.5 MBoe/d for the year ended December 31, 2024 and 2023, respectively. The average realized sales price was $39.61 per Boe and $38.54 per Boe for the year ended December 31, 2024 and 2023, respectively. The increase in the average realized sales price was driven by more oil sales in 2024 due to Beta being online for the full year in 2024 compared to nine months in 2023. Net sales for Beta were $84.8 million for the year ended December 31, 2024 compared to $51.1 million for the year ended December 31, 2023.
Current wording
Oil, natural gas and NGL revenues were $256.1 million and $283.0 million for the year ended December 31, 2025 and 2024, respectively. Average net production volumes were approximately 18.4 MBoe/d and 19.5 MBoe/d for the year ended December 31, 2025 and 2024, respectively. The average realized sales price was $38.03 per Boe and $39.61 per Boe for the year ended December 31, 2025 and 2024, respectively. The change in average realized sales price was due to lower realized sales prices for oil, partially offset by higher realized sales prices for natural gas.
Previous wording
Other revenues were $11.7 million and $19.3 million for the year ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, other revenues consisted of iodine sales of $2.4 million, service revenues of $3.1 million with respect to our wholly owned subsidiary, Magnify Energy Services (“Magnify”), and interest income of $0.9 million earned on our sinking fund escrow accounts. Additionally, for the year ended December 31, 2024, we recorded a revenue suspense release of $4.8 million. For the year ended December 31, 2023, other revenues were primarily related to our receipt of LOPI insurance proceeds of $17.9 million, Magnify service revenue of $0.6 million and iodine sales of $0.2 million.
Current wording
Other revenues were $7.3 million and $11.7 million for the year ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, other revenues consisted of iodine sales of $2.7 million and service revenues of $4.1 million with respect to our wholly owned subsidiary, Magnify Energy Services (“Magnify”). For the year ended December 31, 2024, other revenues consisted of iodine sales of $2.4 million, and service revenues of $3.1 million for Magnify. Additionally, for the year ended December 31, 2024, we recorded a revenue suspense release of $4.8 million.
Previous wording
Gathering, processing and transportation expenses were $18.4 million and $20.8 million for the year ended December 31, 2024 and 2023, respectively. On a per Boe basis, gathering, processing and transportation expenses were$2.58 and $2.78 for the year ended December 31, 2024 and 2023, respectively. The decrease in gathering, processing and transportation expense was primarily driven by the expiration of the minimum volume commitment fee in Oklahoma (June 2023) and lower volumes.
Current wording
Gathering, processing and transportation expenses were $17.8 million and $18.4 million for the year ended December 31, 2025 and 2024, respectively. On a per Boe basis, gathering, processing and transportation expenses were$2.64 and $2.58 for the year ended December 31, 2025 and 2024, respectively. The decrease in gathering, processing and transportation expense was primarily driven by lower volumes.
Previous wording
Taxes other than income were $20.9 million and $22.6 million for the year ended December 31, 2024 and 2023, respectively. On a per Boe basis, taxes other than income were $2.92 and $3.02 for the year ended December 31, 2024 and 2023, respectively. The change in taxes other than income is due to a decrease of $1.6 million in production tax and a decrease in ad valorem tax of $1.3 million, partially offset by an increase in emission charges of $1.2 million.
Current wording
Taxes other than income were $15.9 million and $20.9 million for the year ended December 31, 2025 and 2024, respectively. On a per Boe basis, taxes other than income were $2.36 and $2.92 for the year ended December 31, 2025 and 2024, respectively. The change in taxes other than income was primarily related to a reduction in production taxes due to lower volumes, the divestiture of our non-operated Eagle Ford assets, lower year-over-year revenues and a decrease in waste emission charges.
Previous wording
DD&A expense was $32.6 million and $28.0 million for the year ended December 31, 2024 and 2023, respectively. The change in DD&A expense was primarily driven by the restart of production at Beta.
Current wording
DD&A expense was $32.5 million and $32.6 million for the year ended December 31, 2025 and 2024, respectively.
Previous wording
General and administrative expense was $35.9 million and $33.0 million for the year ended December 31, 2024 and 2023, respectively. The change in general and administrative expense is primarily related to (i) an increase of $1.5 million in stock compensation expense; (ii) an increase of $1.5 million in legal expense related to cost incurred with acquisitions and divestiture activities; and (iii) an increase of $0.4 million in office lease expense related to the early termination of our Oklahoma office lease partially offset by (i) a decrease of $0.3 million in salaries and other payroll benefits, and (ii) a decrease of $0.2 million in professional services.
Current wording
General and administrative expense was $52.1 million and $35.9 million for the year ended December 31, 2025 and 2024, respectively. The change in general and administrative expense is primarily related to (i) an increase of $8.3 million in acquisition and divestiture costs, (ii) an increase of $1.5 million in stock compensation expense; (iii) an increase of $1.1 million in bad debt expense, (iv) an increase of $6.4 million in severance expense and (v) an increase of $0.9 million in legal expense; partially offset by (i) a decrease of $1.0 million in salaries and other payroll benefits, and (ii) a decrease of $0.3 million in professional services.
Previous wording
Net loss (gain) on commodity derivative instruments for the year ended December 31, 2024 was a loss of $2.0 million which consisted of a $20.5 million decrease in the fair value of open positions, partially offset by a $0.8 million of cash settlements received on terminated derivative instruments and $17.6 million in cash settlements received on expired positions. Net gains on commodity derivative instruments of $40.3 million were recognized for the year ended December 31, 2023, consisting of a $47.9 million increase in the fair value of open positions and $0.7 million of cash settlements received on terminated derivative instruments, partially offset by $8.3 million in cash settlements paid on expired positions.
Current wording
Net loss (gain) on commodity derivative instruments for the year ended December 31, 2025 was a gain of $28.4 million which consisted of a $12.2 million increase in the fair value of open positions and $16.8 million in cash settlements received on expired positions, partially offset by $0.6 million in cash settlements paid on terminated derivative instruments. Net losses on commodity derivative instruments of $2.0 million were recognized for the year ended December 31, 2024, and consisted of a $20.5 million decrease in the fair value of open positions, partially offset by $0.8 million of cash settlements received on terminated derivative instruments and $17.6 million in cash settlements received on expired positions.
Previous wording
Pipeline incident loss was $3.9 million and $20.0 million for the year ended December 31, 2024 and 2023. The $3.9 million reflects certain legal defense, loss load and regulatory costs associated with the Incident that are not expected to be recovered under an insurance policy. See Note 17 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Current wording
Pipeline incident loss was $2.4 million and $3.9 million for the year ended December 31, 2025 and 2024. The $2.4 million reflects certain expenses not expected to be recovered under an insurance policy. See Note 17 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Previous wording
Interest expense, net was $14.6 million and $17.7 million for the year ended December 31, 2024 and 2023, respectively. The change resulted from lower outstanding borrowings and amortization and write-off of deferred issuance costs.
Current wording
Interest expense, net was $15.6 million and $14.6 million for the year ended December 31, 2025 and 2024, respectively. The change was primarily related to $1.5 million for write-off of deferred issuance costs.
Previous wording
Average outstanding borrowings under our Revolving Credit Facility were $120.9 million and $138.9 million for the year ended December 31, 2024 and 2023, respectively.
Current wording
Average outstanding borrowings under our Revolving Credit Facility were $124.9 million and $120.9 million for the year ended December 31, 2025 and 2024, respectively.
Previous wording
Current income tax (expense) benefit was ($0.2) million and ($4.8) million for the year ended December 31, 2024 and 2023, respectively. See additional information discussed in Note 19 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Current wording
Current income tax (expense) benefit was $1.4 million and ($0.2) million for the year ended December 31, 2025 and 2024, respectively. See additional information discussed in Note 18 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Previous wording
Deferred income tax benefit (expense) was ($2.2) million and $253.8 million for the year ended December 31, 2024 and 2023, respectively. Starting in the first quarter of 2023, we achieved three years of cumulative book income, which allowed the release of the valuation allowance. See additional information discussed in Note 19 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Current wording
Deferred income tax benefit (expense) was ($18.2) million and ($2.2) million for the year ended December 31, 2025 and 2024, respectively. See additional information discussed in Note 18 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Previous wording
Overview. Our ability to finance our operations, including funding capital expenditures and acquisitions, to meet our indebtedness obligations, to refinance our indebtedness or to meet our collateral requirements will depend on our ability to generate cash in the future. Our primary sources of liquidity and capital resources have historically been cash flows generated by operating activities, borrowings under our Revolving Credit Facility, and equity and debt capital markets. However, future cash flows are subject to a number of variables, including the level of our oil and natural gas production and the prices we receive for our oil and natural gas production, and significant additional capital expenditures will be required to more fully develop our properties. We cannot assure you that operations and other needed capital will be available on acceptable terms, or at all. We anticipate funding our 2025 capital program from internally generated cash flow but retain the flexibility to utilize borrowings under debt facilities available to us, and/or to access the debt and equity capital markets. As we pursue reserve and production growth, we plan to monitor which capital resources, including equity and debt financings, are available to us to meet our future financial obligations, planned capital expenditure activities and liquidity requirements.
Current wording
Our ability to finance our operations, including funding capital expenditures and acquisitions, to meet our indebtedness obligations, to refinance our indebtedness or to meet our collateral requirements will depend on our ability to generate cash in the future. Our primary sources of liquidity and capital resources have historically been cash flows generated by operating activities, borrowings under our Revolving Credit Facility, and equity and debt capital markets. However, future cash flows are subject to a number of variables, including the level of our oil and natural gas production and the prices we receive for our oil and natural gas production, and significant additional capital expenditures will be required to more fully develop our properties. We cannot assure you that operations and other needed capital will be available on acceptable terms, or at all. We anticipate funding our 2026 capital program from cash on hand and internally generated cash flow but retain the flexibility to utilize borrowings under debt facilities available to us, and/or to access the debt and equity capital markets. As we pursue reserve and production growth, we plan to monitor which capital resources, including equity and debt financings, are available to us to meet our future financial obligations, planned capital expenditure activities and liquidity requirements.
Previous wording
Prior to the closing of the Mergers, based on our current oil and natural gas price expectations, we believe our cash flows provided by operating activities and availability under our Revolving Credit Facility will provide us with the financial flexibility necessary to meet our cash requirements, including normal operating needs, and to pursue our currently planned 2025 development activities. In connection with the Mergers, we expect to refinance a substantial portion of our outstanding debt and approximately $133 million in principal amount of the Acquired Companies’ outstanding debt. We believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings under our Revolving Credit Facility following such refinancings made in connection with the Mergers will be sufficient to support working capital, capital expenditures and other cash requirements for at least the next 12 months and, based on our current expectations, for the foreseeable future thereafter.
Current wording
Based on our current oil price expectations, we believe our cash flows provided by operating activities and availability under our Revolving Credit Facility will provide us with the financial flexibility necessary to meet our cash requirements, including normal operating needs, and to pursue our currently planned 2026 development activities. We believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings under our Revolving Credit Facility will be sufficient to support working capital, capital expenditures and other cash requirements for at least the next 12 months and, based on our current expectations, for the foreseeable future thereafter.
Previous wording
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 50%−75% of our estimated production from total proved developed producing reserves over a one-to-three-year period at any given point of time. We may, however, from time to time, hedge more or less than this approximate amount. Additionally, we may take advantage of opportunities to modify our commodity derivative portfolio to change the percentage of our hedged production volumes when circumstances suggest that it is prudent to do so. The current market conditions may also impact our ability to enter into future commodity derivative contracts.
Current wording
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 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 25%−75%, depending on availability under the Revolving Credit Facility, of our estimated production from total proved developed producing reserves over a one-year period at any given point of time. We may, however, from time to time, hedge more or less than this approximate amount. Additionally, we may take advantage of opportunities to modify our commodity derivative portfolio to change the percentage of our hedged production volumes when circumstances suggest that it is prudent to do so. The current market conditions may also impact our ability to enter into future commodity derivative contracts.
Previous wording
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.
Current wording
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. Non-performance by a customer could also result in losses.
Previous wording
Capital Expenditures. Our total capital expenditures were approximately $70.6 million for the year ended December 31, 2024, which were primarily related to the development program at Beta, capital workovers and facilities upgrades at Beta and in Oklahoma and non-operated drilling and completion activities in East Texas and the Eagle Ford.
Current wording
Capital Expenditures. Our total capital expenditures were approximately $82.3 million for the year ended December 31, 2025, which were primarily related to the development program at Beta and non-operated drilling and completion activities in East Texas and the Eagle Ford.
Previous wording
As of December 31, 2024, we had a working capital deficit (excluding commodity derivatives) of $2.7 million primarily as the result of (i) an accrued liabilities balance of $43.4 million, (ii) an accounts payable balance of $13.2 million, and (iii) a revenue payable balance of $11.5 million, less (i) an accounts receivable balance of $39.7 million and (ii) prepaid expenses and other current assets balance of $25.7 million.
Current wording
As of December 31, 2025, we had working capital (excluding commodity derivatives) of $57.1 million primarily as the result of (i) a cash and cash equivalents balance of $60.7 million, (ii) an accounts receivable balance of $30.1 million and (iii) prepaid expenses and other current assets balance of $24.4 million, partially offset by (i) an accrued liabilities balance of $34.5 million, (ii) an accounts payable balance of $17.9 million, and (iii) a revenues payable balance of $5.6 million.
Previous wording
As of December 31, 2024, we had approximately $18.0 million of available borrowings under our Revolving Credit Facility.
Current wording
As of December 31, 2025, we had approximately $15.0 million of available borrowings under our Revolving Credit Facility.
Previous wording
*Lease Obligations.*We have operating leases for office and warehouse spaces, office equipment, compressors and surface rentals related to our business obligations. As of December 31, 2024, our future commitments under these contracts were $2.1 million in 2025, $1.4 million in 2026, $1.0 million in 2027, $0.7 million in 2028 and $1.1 million thereafter. See Note 13 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report for additional information.
Current wording
*Lease Obligations.*We have operating leases for office and warehouse spaces, office equipment, compressors and surface rentals related to our business obligations. As of December 31, 2025, our future commitments under these contracts were $1.4 million in 2026, $1.0 million in 2027, $0.7 million in 2028, $0.7 million in 2029 and $0.4 million thereafter. See Note 13 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report for additional information.
Previous wording
*Operating Activities.*Key drivers of net operating cash flows are commodity prices, production volumes, operating costs and the settlement received related to the Incident. Net cash provided by operating activities was $51.3 million and $141.6 million for the year ended December 31, 2024 and 2023, respectively. Production volumes decreased to 19.5 MBoe/d in 2024 from 20.5 MBoe/d in 2023, and the average realized sales price increased to $39.61 per Boe in 2024 from $38.54 per Boe in 2023. The increase in average realized sales price was driven by more oil sales in 2024 due to Beta being online for a full year in 2024 compared to nine months in 2023. For the year ended December 31, 2023, we received $84.9 million in connection with the settlement between the Company and the vessels that struck and damaged the pipeline and their respective owners and operators.
Current wording
*Operating Activities.*Key drivers of net operating cash flows are commodity prices, production volumes, and operating costs. Net cash provided by operating activities was $49.2 million and $51.3 million for the year ended December 31, 2025 and 2024, respectively. Production volumes decreased to 18.4 MBoe/d in 2025 from 19.5 MBoe/d in 2024, and the average realized sales price decreased to $38.03 per Boe in 2025 from $39.61 per Boe in 2024. The change in realized sales price was due to lower realized sales prices for oil, partially offset by higher realized sales prices for natural gas.
Previous wording
Net cash provided by operating activities for the year ended December 31, 2024 included $17.6 million of cash received on expired derivative instruments and $0.8 million of cash received on terminated derivative instruments compared to $8.3 million of cash paid on expired derivative instruments and $0.7 million of cash received on terminated derivatives instruments for the year ended December 31, 2023. For the year ended December 31, 2024, we had a net loss on commodity derivative instruments of $2.0 million compared to net gains of $40.3 million for the year ended December 31, 2023.
Current wording
Net cash provided by operating activities for the year ended December 31, 2025 included $16.8 million of cash received on expired derivative instruments, partially offset by $0.1 million of cash payments on terminated derivatives instruments compared to $17.6 million of cash received on expired derivative instruments and $0.8 million of cash received on terminated derivatives instruments for the year ended December 31, 2024. For the year ended December 31, 2025, we had a net gain on commodity derivative instruments of $28.4 million compared to a net loss of $2.0 million for the year ended December 31, 2024.
Previous wording
*Investing Activities.*Net cash used in investing activities for the year ended December 31, 2024 was $82.0 million, of which $72.2 million was used for additions to oil and natural gas properties and $1.1 million used for additions to other property and equipment. Net cash used in investing activities for the year ended December 31, 2023, was $38.6 million, of which $30.7 million was used for additions to oil and natural gas properties.
Current wording
*Investing Activities.*Net cash provided by investing activities for the year ended December 31, 2025 was $141.3 million, of which $84.3 million was used for additions to oil and natural gas properties and $1.0 million was used for additions to other property and equipment. Net cash used in investing activities for the year ended December 31, 2024, was $82.0 million, of which $72.2 million was used for additions to oil and natural gas properties and $1.1 million used for additions to other property and equipment.
Previous wording
For the year ended December 31, 2024, in East Texas we sold some undeveloped acreage recognizing a gain of $1.4 million. For the year ended December 31, 2023, in East Texas, we sold a small working interest in certain acreage for $1.2 million and an override royalty interest.
Current wording
For the year ended December 31, 2024, in East Texas we sold some undeveloped acreage recognizing a gain of $1.4 million.
Showing the first 40 of 42 pairs. Open the source sections for the rest.