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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Amplify Energy Corp. 10-K 12/31/23 109:12M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.02M
2: EX-10.18 EX-10.18 Trsu Award Agreement HTML 69K
3: EX-10.19 EX-10.19 Prsu Award Agreement HTML 100K
4: EX-21.1 EX-21.1 List of Subsidiaries of Amplify Energy HTML 32K
Corp.
5: EX-23.1 EX-23.1 Consent of CG&A HTML 31K
6: EX-23.2 EX-23.2 Consent of Deloitte & Touche LLP HTML 30K
10: EX-97.1 EX-97.1 Clawback Policy HTML 49K
11: EX-99.1 EX-99.1 Report of CG&A HTML 68K
7: EX-31.1 EX-31.1 Certification of CEO HTML 38K
8: EX-31.2 EX-31.2 Certification of CFO HTML 38K
9: EX-32.1 EX-32.1 Certification of CEO & CFO HTML 37K
17: R1 Document and Entity Information HTML 104K
18: R2 Consolidated Balance Sheets HTML 143K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
20: R4 Consolidated Statements of Operations HTML 131K
21: R5 Consolidated Statements of Cash Flows HTML 111K
22: R6 Consolidated Statements of Equity HTML 58K
23: R7 Organization and Basis of Presentation HTML 36K
24: R8 Summary of Significant Accounting Policies HTML 72K
25: R9 Revenue HTML 53K
26: R10 Fair Value Measurements of Financial Instruments HTML 128K
27: R11 Risk Management and Derivative Instruments HTML 160K
28: R12 Asset Retirement Obligations HTML 53K
29: R13 Restricted Investments HTML 46K
30: R14 Debt HTML 66K
31: R15 Equity (Deficit) HTML 47K
32: R16 Earnings (Loss) per Share HTML 57K
33: R17 Equity-based Awards HTML 113K
34: R18 Leases HTML 95K
35: R19 Supplemental Disclosures to the Consolidated HTML 89K
Balance Sheet and Condensed Statement of Cash
Flows
36: R20 Related Party Transactions HTML 36K
37: R21 Beta Pipeline Incident HTML 49K
38: R22 Commitments and Contingencies HTML 78K
39: R23 Income Taxes HTML 111K
40: R24 Supplemental Oil and Gas Information (Unaudited) HTML 194K
41: R25 Summary of Significant Accounting Policies HTML 123K
(Policies)
42: R26 Summary of Significant Accounting Policies HTML 45K
(Tables)
43: R27 Revenue (Tables) HTML 47K
44: R28 Fair Value Measurements of Financial Instruments HTML 118K
(Tables)
45: R29 Risk Management and Derivative Instruments HTML 161K
(Tables)
46: R30 Asset Retirement Obligations (Tables) HTML 52K
47: R31 Restricted Investments (Tables) HTML 46K
48: R32 Debt (Tables) HTML 55K
49: R33 Equity (Deficit) (Tables) HTML 41K
50: R34 Earnings (Loss) per Share (Tables) HTML 57K
51: R35 Equity-based Awards (Tables) HTML 123K
52: R36 Leases (Tables) HTML 96K
53: R37 Supplemental Disclosures to the Consolidated HTML 91K
Balance Sheet and Condensed Statement of Cash
Flows (Tables)
54: R38 Commitments and Contingencies (Tables) HTML 71K
55: R39 Income Tax (Tables) HTML 109K
56: R40 Supplemental Oil and Gas Information (Unaudited) HTML 200K
(Tables)
57: R41 Organization and Basis of Presentation (Detail) HTML 32K
58: R42 Summary of Significant Accounting Policies - HTML 64K
Additional Information (Detail)
59: R43 Summary of Significant Accounting Policies - Major HTML 43K
Customers (Detail)
60: R44 Revenue - Summary of Revenues Disaggregated HTML 43K
(Detail)
61: R45 Revenue - Additional Information (Detail) HTML 39K
62: R46 Fair Value Measurements of Financial Instruments - HTML 60K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
63: R47 Fair Value Measurements of Financial Instruments - HTML 35K
Additional Information (Detail)
64: R48 Risk Management and Derivative Instruments - HTML 72K
Additional Information and Commodity Derivatives
(Detail)
65: R49 Risk Management and Derivative Instruments - HTML 69K
Balance Sheet Presentation (Detail)
66: R50 Risk Management and Derivative Instruments - HTML 39K
(Gains) Losses on Derivatives (Detail)
67: R51 Asset Retirement Obligations - Summary of Changes HTML 49K
in Asset Retirement Obligations (Detail)
68: R52 Restricted Investments (Detail) HTML 37K
69: R53 Debt - Consolidated debt obligations (Detail) HTML 38K
70: R54 Debt - Additional Information (Detail) HTML 73K
71: R55 Debt - Weighted-Average Interest Rates (Detail) HTML 34K
72: R56 Equity (Deficit) - Additional Information (Detail) HTML 45K
73: R57 Equity (Deficit) - Summary of Changes in Common HTML 45K
Stock (Detail)
74: R58 Earnings (Loss) per Share (Detail) HTML 70K
75: R59 Equity-based Awards - Additional Information HTML 77K
(Detail)
76: R60 Equity-based Awards - Summary of Information HTML 74K
Regarding Restricted Stock Units (Detail)
77: R61 Equity-based Awards - Summary of Information HTML 54K
Regarding Restricted Stock Units (Parenthetical)
(Detail)
78: R62 Equity-based Awards - Assumptions Used in Monte HTML 47K
Carlo Model (Detail)
79: R63 Equity-based Awards - Summary of Amount of HTML 47K
Compensation Expense Recognized (Detail)
80: R64 Leases - Additional Information (Detail) HTML 36K
81: R65 Leases - Schedule of Right-of-Use Assets and Lease HTML 38K
Liabilities (Detail)
82: R66 Leases - Schedule of Maturity Analysis of Minimum HTML 57K
Lease Payment Obligation Under Non-cancellable
Operating Leases (Detail)
83: R67 Leases - Schedule of Weighted Average Remaining HTML 42K
Lease Terms and Discount Rate of Operating Leases
(Detail)
84: R68 Supplemental Disclosures to the Consolidated HTML 57K
Balance Sheet and Condensed Statement of Cash
Flows - Summary of Accrued Liabilities (Detail)
85: R69 Supplemental Disclosures to the Consolidated HTML 45K
Balance Sheet and Condensed Statement of Cash
Flows - Summary of Accounts Receivable (Detail)
86: R70 Supplemental Disclosures to the Consolidated HTML 39K
Balance Sheet and Condensed Statement of Cash
Flows - Summary of Supplemental Cash Flows
(Detail)
87: R71 Related Party Transactions (Details) HTML 32K
88: R72 Beta Pipeline Incident (Details) HTML 93K
89: R73 Commitments and Contingencies - Additional HTML 51K
Information (Details)
90: R74 Commitments and Contingencies - Funding Commitment HTML 45K
(Details)
91: R75 Commitments and Contingencies - Purchase HTML 46K
Commitments (Details)
92: R76 Income Tax - Components of Income Tax Expense HTML 53K
(Benefit) (Details)
93: R77 Income Tax - Additional Information (Details) HTML 57K
94: R78 Income Tax - Reconciliation of Income Tax Benefit HTML 52K
(Provision) (Details)
95: R79 Income Tax - Components of Net Deferred Income Tax HTML 59K
(Details)
96: R80 Supplemental Oil and Gas Information (Unaudited) - HTML 40K
Schedule of Capitalized Costs Relating to Oil and
Natural Gas Producing Activities (Details)
97: R81 Supplemental Oil and Gas Information (Unaudited) - HTML 43K
Costs Incurred in Oil and Natural Gas Property
Acquisition, Exploration and Development
Activities (Details)
98: R82 Supplemental Oil and Gas Information (Unaudited) - HTML 48K
Additional Information (Details)
99: R83 Supplemental Oil and Gas Information (Unaudited) - HTML 38K
Schedule of Product Prices Used for Valuing the
Reserves (Details)
100: R84 Supplemental Oil and Gas Information (Unaudited) - HTML 60K
Schedule of Net Reserves (Details)
101: R85 Supplemental Oil and Gas Information (Unaudited) HTML 52K
-Standardized Measure of Discounted Future Net
Cash Flows (Details)
102: R86 Supplemental Oil and Gas Information (Unaudited) - HTML 57K
Schedule of Changes in Standardized Measure of
Discounted Future Net Cash Flows Relating to
Proved Reserves (Details)
103: R87 Pay vs Performance Disclosure HTML 43K
104: R88 Insider Trading Arrangements HTML 37K
106: XML IDEA XML File -- Filing Summary XML 199K
109: XML XBRL Instance -- ampy-20231231x10k_htm XML 2.98M
105: EXCEL IDEA Workbook of Financial Report Info XLSX 184K
13: EX-101.CAL XBRL Calculations -- ampy-20231231_cal XML 251K
14: EX-101.DEF XBRL Definitions -- ampy-20231231_def XML 663K
15: EX-101.LAB XBRL Labels -- ampy-20231231_lab XML 1.67M
16: EX-101.PRE XBRL Presentations -- ampy-20231231_pre XML 1.17M
12: EX-101.SCH XBRL Schema -- ampy-20231231 XSD 245K
107: JSON XBRL Instance as JSON Data -- MetaLinks 579± 897K
108: ZIP XBRL Zipped Folder -- 0001558370-24-002637-xbrl Zip 626K
Exhibit 97.1
Amplify Energy Corp.
Clawback Policy
(Adopted as of June 30, 2023)
Purpose
Amplify Energy Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed.
This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.
This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.
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Recoupment; Accounting Restatement
In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures
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(e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an accounting restatement; revenue per user, or average revenue per user, where revenue is subject to an accounting restatement; cost per employee, where cost is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.
Overpayment: Amount Subject to Recovery
The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.
Method of Recoupment
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:
| ● | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation; |
| ● | offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | cancelling outstanding vested or unvested equity awards; and/or |
| ● | taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee. |
Limitation on Recovery; No Additional Payments
The right to recovery will be limited to Overpayments received during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the
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Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual. As of the Effective Date, the Company’s prior clawback policy adopted April 1, 2021 shall be superseded in its entirety.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.
The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company; provided that, in the event of any Accounting Restatement, the recoupment rights set forth in this Policy shall first prevail.
Impracticability
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The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee determines such recovery would be impracticable and:
(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;
(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or
(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/7/24 | |||
| Filed on: | 3/6/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 6/30/23 | 10-Q | |||
| 11/28/22 | ||||
| 4/1/21 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/24 Amplify Energy Corp. S-3 7:1.4M Toppan Merrill/FA |