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EX-99.1 - EX-99.1 - Amplify Energy Corp. | d917548dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 6, 2020
AMPLIFY ENERGY CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35512 | 82-1326219 | ||
(State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 Dallas Street, Suite 1700 Houston, Texas |
77002 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 490-8900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b):
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock | AMPY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. | Results of Operations and Financial Condition. |
On May 6, 2020, Amplify Energy Corp., a Delaware corporation (the Company), issued a press release reporting the Companys financial and operating results for the first quarter ended March 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company is currently unable to quantify the impact that the ongoing COVID-19 pandemic will have on its future financial results and cannot presently predict when it will be able to do so. The Company therefore believes it is appropriate to withdraw its previously issued full year 2020 financial guidance at this time.
The information contained in this Item 2.02 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 7.01. | Regulation FD Disclosure. |
On May 6, 2020, the Company issued a press release announcing, among other things, the Companys financial and operating results for the first quarter ended March 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On May 6, 2020, the Company posted to its website an update to its hedging overview presentation entitled Supplemental Presentation Commodity Hedging Overview. The updated hedging presentation includes hedging transactions from April 2020 through 2022, and may be accessed by going to the Companys Investor Relations website at http://investor.amplifyenergy.com/ and selecting Events and Presentations.
The information contained in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Companys filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit hereto, includes forward-looking statements. All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as may, will, would, should, expect, plan, project, intend, anticipate, believe, estimate, predict, potential, pursue, target, outlook, continue, the negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about the Companys expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These statements address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties and other factors that could cause the Companys actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. These include risks and uncertainties relating to, among other things: the Companys evaluation and implementation of strategic alternatives; the Companys efforts to reduce leverage; the Companys level of indebtedness, including its ability to satisfy its debt obligations; the Companys need to make accretive acquisitions or substantial capital expenditures to maintain its declining asset base, including the ability to make acquisitions on favorable terms or to integrate acquired properties; continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids; the Companys ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Companys indebtedness or otherwise; general political and economic conditions, globally and in the jurisdictions in which we operate, including the impact of legislation and governmental regulations, including those related to climate change and hydraulic fracturing; the occurrence or threat of epidemic or pandemic diseases, such as the recent outbreak of COVID-19, or any government
response to such occurrence or threat; and changes in commodity prices and hedge positions and the risk that the Companys hedging strategy may be ineffective or may reduce its income. Please read the Companys filings with the Securities and Exchange Commission (the SEC), including Risk Factors in the Companys Annual Report on Form 10-K, and if applicable, the Companys Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Companys Investor Relations website at http://investor.amplifyenergy.com/ or on the SECs website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2020 |
AMPLIFY ENERGY CORP. | |||||
By: |
/s/ Martyn Willsher | |||||
Name: |
Martyn Willsher | |||||
Title: |
Interim Chief Executive Officer, Senior Vice President and Chief Financial Officer |