(Exact name of Registrant as specified in its charter) | ||||
Not Applicable | ||||
(Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) | |||
Tel: +1 205 408 0909 | Diversified Energy Company PLC Tel: +1 | |||
(Address of principal executive offices) | (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary shares, nominal (par) value £0.20 per share | DEC | London Stock Exchange |
¨ Large accelerated filer | þ | ¨ Non-accelerated filer |
¨ U.S. GAAP | þ | ¨ Other |
Page | |
Additional Information (Unaudited) | |
1 |
Pages | ||||
Part I | ||||
Item 1. | Identity of Directors, Senior Management and Advisers | N/A | ||
Item 2. | Offer Statistics and Expected Timetable | N/A | ||
Item 3. | Key Information | |||
A. | [Reserved] | |||
B. | Capitalization and indebtedness | N/A | ||
C. | Reasons for the offer and use of proceeds | N/A | ||
D. | Risk factors | |||
Item 4. | Information on the Group | |||
A. | History and development of the Group | |||
B. | Business overview | |||
C. | Organizational structure | |||
D. | Property, plant and equipment | |||
Item 4A. | Unresolved Staff Comments | N/A | ||
Item 5. | Operating and Financial Review and Prospects | |||
A. | Operating results | |||
B. | Liquidity and capital resources | |||
C. | Research and development, patents and licenses, etc. | N/A | ||
D. | Trend information | |||
E. | Critical accounting estimates | |||
Item 6. | Directors, Senior Management and Employees | |||
A. | Directors and senior management | |||
B. | Compensation | |||
C. | Board practices | |||
D. | Employees | |||
E. | Share ownership | |||
F. | Disclosure of a registrant’s action to recover erroneously awarded compensation | N/A | ||
Item 7. | Major Shareholders and Related Party Transactions | |||
A. | Major shareholders | |||
B. | Related party transactions | |||
C. | Interests of experts and counsel | N/A | ||
Item 8. | Financial Information | |||
A. | Consolidated Statements and Other Financial Information | |||
B. | Significant Changes | N/A | ||
Item 9. | The Offer and Listing | |||
A. | Offer and listing details | |||
B. | Plan of distribution | N/A | ||
C. | Markets | |||
D. | Selling shareholders | N/A | ||
E. | Dilution | N/A | ||
F. | Expenses of the issue | N/A |
2 |
Pages | ||||
Item 10. | Additional Information | |||
A. | Share capital | N/A | ||
B. | Memorandum and articles of association | [OPEN] | ||
C. | Material contracts | |||
D. | Exchange controls | |||
E. | Taxation | |||
F. | Dividends and paying agents | N/A | ||
G. | Statement by experts | N/A | ||
H. | Documents on display | |||
I. | Subsidiary information | N/A | ||
J. | Annual report to security holders | N/A | ||
Item 11. | Quantitative and Qualitative Disclosures About Market Risk | |||
Item 12. | Description of Securities Other than Equity Securities | |||
A. | Debt securities | N/A | ||
B. | Warrants and rights | N/A | ||
C. | Other securities | N/A | ||
D. | American depositary shares | N/A | ||
Part II | ||||
Item 13. | Defaults, Dividend Arrearages and Delinquencies | N/A | ||
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | N/A | ||
Item 15. | Controls and Procedures | |||
A. | Disclosure Controls and Procedures | |||
B. | Management’s annual report on internal control over financial reporting | |||
C. | Attestation report of the registered public accounting firm | |||
D. | Changes in internal control over financial reporting | N/A | ||
Item 16. | [Reserved] | N/A | ||
Item 16A. | Audit Committee Financial Expert | |||
Item 16B. | Code of Ethics | |||
Item 16C. | Principal Accountant Fees and Services | |||
Item 16D. | Exemptions from the Listing Standards for Audit Committees | N/A | ||
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | |||
Item 16F. | Change in Registrant’s Certifying Accountant | N/A | ||
Item 16G. | Corporate Governance | N/A | ||
Item 16H. | Mine Safety Disclosure | N/A | ||
Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | N/A | ||
Item 16J. | Insider Trading Policies | |||
Item 16K. | Cybersecurity | |||
Part III | ||||
Item 17. | Financial Statements | N/A | ||
Item 18. | Financial Statements | |||
Item 19. | Exhibits |
3 |
4 |
Net Loss | Total Revenue | Adjusted EBITDA Margin(a) | Adjusted EBITDA(a) | ||||
$87 million | $795 million | 50% | $472 million | ||||
Production Mix | Production | PV-10 Value of Reserves | Asset Acquisitions | ||||
84% | natural gas | 244,298 | natural gas (MMcf) | $1.6 | billion(b) | 3 acquisitions | |
12% | NGLs | 5,980 | NGLs (MBbls) | 3,627,589 | MMcfe | $585 million, gross | |
4% | oil | 1,568 | oil (MBbls) | $388 million, net | |||
Scope 1 Methane Emissions Intensity | No-Leak Rate on Surveyed Assets | Total Recordable Incident Rate | Reportable Spill Intensity | ||||
0.7 | MT CO2e/MMcfe | 98% | Group-wide | 0.89 | per 200,000 work hours | 0.08 | oil & water per MBbl |
2024 Achievements | Targets for 2025 | ||
•Completed three acquisitions in our Central Region, including: •Oaktree working interest acquisition for gross consideration of $410 million and net consideration of $222 million, contributing approximately $66 million MMcfepd to 2024 revenue. •Crescent Pass acquisition for gross consideration of $106 million and net consideration of $98 million, contributing approximately $10 million MMcfepd to 2024 revenue. •East Texas II acquisition for gross consideration of $69 million and net consideration of $68 million, contributing approximately $5 million MMcfepd to 2024 revenue. | •Successfully merge assets acquired in the recently completed acquisition of Maverick Natural Resources, LLC (“Maverick”) to build scale and achieve synergies. •Effectively integrate acquisitions into our existing operations, ensuring seamless transitions and alignment with our strategic objectives to drive growth and maximize synergies. •We will continue our disciplined acquisition strategy, targeting assets that meet our strict investment standards. •We will maintain liquidity rigor, ensuring we are well-positioned to capitalize on market opportunities as they emerge. •Our growth strategy will prioritize expanding in complementary and synergistic ways, while building strong partnerships with development-focused producers in our key operating regions. |
Link to Risks: | 1 2 4 | Link to KPIs: | 1 5 |
2024 Achievements | Targets for 2025 | ||
•Annual production of 791 MMcfepd. •Exit rate of 864 MMcfepd. •Adjusted EBITDA margin of 50%. •Achieved a 98% no-leak rate on surveyed assets. •LTIR of 0.38 per 200,000 work hours, a decline of 63% year-over- year. | •We will remain committed to our daily operating priorities: Safety, Production, Efficiency, and Enjoyment. •Our dedication to responsible stewardship remains steadfast. We will focus intently on continuous improvement in all aspects of sustainability, striving to exceed our stakeholders’ expectations. •We will continue to prioritize the SAM program to sustain margins, mitigate natural declines, and leverage expense efficiency opportunities. |
Link to Risks: | 1 2 4 5 6 7 | Link to KPIs: | 3 4 5 6 7 |
5 |
2024 Achievements | Targets for 2025 | ||
•Repaid $206 million in asset-backed debt securitizations. •Repurchased 1,638,030 shares, representing $21 million in shareholder value above and beyond the $84 million in dividend distributions. •$151 million gain on settled derivative instruments. •Recorded $8 million in coal mine methane revenues. •Divested certain non-core undeveloped acreage across our footprint for a total of $59 million. | •We will continue our effective hedging strategy to protect cash flows. Additionally, we will capitalize on accretive market opportunities to elevate our hedge book floor. •We will continue to apply our Smarter Asset Management program to maintain low decline rates across our producing assets and review opportunities to optimize both core and non-core assets. •We will remain dedicated to prudent cash flow growth through accretive acquisitions that complement our existing asset base. |
Link to Risks: | 1 2 3 4 7 | Link to KPIs: | 1 2 3 4 5 |
2024 Achievements | Targets for 2025 | ||
•Expanded our asset retirement operations to 18 teams and 18 rigs. •Retired 202 DEC-owned wells in the Appalachian Region and a further 13 DEC-owned wells in our Central Region, surpassing our goal to retire 200 wells in 2024 and exceeding our collective state commitments in Appalachia. •Additionally, we retired 85 third party-owned wells in the Appalachian Region, including 51 state and federal orphan wells and 34 for third party operators, bringing the total wells retired by the Next LVL team to 287 wells. | •We will continue to safely retire wells, aiming to exceed state asset retirement program commitments by identifying and retiring wells at the end of their productive lives. •We will continue to leverage the benefits of vertical integration through our expanded internal asset retirement capacity. •We will maintain constructive and collaborative dialogue with states and industry associations to innovate and ensure best practices in well retirement. |
Link to Risks: | 1 2 4 5 6 | Link to KPIs: | 2 4 5 6 |
2024 | 2023 | 2022 | |
Net debt-to-pro forma adjusted EBITDA | 3.0x | 2.2x | 2.4x |
Link to Strategy: | 1 3 | Link to Risks: | 1 3 4 5 6 7 |
2024 | 2023 | 2022 | |
Adjusted EBITDA Margin | 50% | 52% | 49% |
Link to Strategy: | 3 4 | Link to Risks: | 1 2 3 4 5 6 7 |
6 |
2024 | 2023 | 2022 | |
Adjusted Operating Cost per Mcfe | $1.78 | $1.76 | $1.77 |
Link to Strategy: | 2 3 | Link to Risks | 1 4 5 6 |
2024 | 2023 | 2022 | |
Net Cash Provided by Operating Activities (in millions) | $346 | $410 | $388 |
Link to Strategy: | 2 3 4 | Link to Risks: | 1 2 3 5 6 7 |
2024 | 2023 | 2022 | |
Emissions Intensity (MT CO2e/MMcfe) | 0.7 | 0.8 | 1.2 |
Link to Strategy: | 1 2 3 4 | Link to Risks: | 2 5 |
2024 | 2023 | 2022 | |
DEC-owned well retirements(a) | 215 | 222 | 214 |
Wells retired by Next LVL | 287 | 383 | 262 |
Link to Strategy: | .4. | Link to Risks: | 2 4 5 |
2024 | 2023 | 2022 | |
TRIR (per 200,000 work hours) | 0.89 | 1.28 | 0.73 |
LTIR (per 200,000 work hours) | 0.38 | 1.04 | 0.66 |
MVA (incidents per million miles) | 0.34 | 0.55 | 0.69 |
Link to Strategy: | .2. | Link to Risks: | 5 6 |
7 |
8 |
December 31, 2024 | |
SEC Pricing(a) | |
Proved developed reserves | |
Natural gas (MMcf) | 2,895,619 |
NGLs (MBbls) | 103,471 |
Oil (MBbls) | 18,524 |
Total proved developed reserves (MMcfe) | 3,627,589 |
Proved undeveloped reserves | |
Natural gas (MMcf) | — |
NGLs (MBbls) | — |
Oil (MBbls) | — |
Total proved undeveloped reserves (MMcfe) | — |
Total proved reserves | |
Natural gas (MMcf) | 2,895,619 |
NGLs (MBbls) | 103,471 |
Oil (MBbls) | 18,524 |
Total proved reserves (MMcfe) | 3,627,589 |
Prices used | |
Natural gas (Mmbtu) | $2.13 |
Oil and NGLs (Bbls) | $76.32 |
PV-10 (thousands) | |
Pre-tax (Non-GAAP)(b) | $1,591,772 |
PV of Taxes | (194,851) |
Standardized Measure | $1,396,921 |
Percent of estimated total proved reserves that are: | |
Natural gas | 80% |
Proved developed | 100% |
Proved undeveloped | —% |
9 |
Total (MMcfe) | |
Total proved reserves as of December 31, 2021 | 4,629,029 |
Extensions and discoveries | 13,326 |
Revisions to previous estimates | 379,812 |
Purchase of reserves in place | 331,043 |
Sales of reserves in place | (6,912) |
Production | (296,121) |
Total proved reserves as of December 31, 2022 | 5,050,177 |
Extensions and discoveries | 1,012 |
Revisions to previous estimates | (659,379) |
Purchase of reserves in place | 126,803 |
Sales of reserves in place | (369,035) |
Production | (299,632) |
Total proved reserves as of December 31, 2023 | 3,849,946 |
Extensions and discoveries | 1,287 |
Revisions to previous estimates | (106,936) |
Purchase of reserves in place | 173,056 |
Sales of reserves in place | (178) |
Production | (289,586) |
Total proved reserves as of December 31, 2024 | 3,627,589 |
10 |
Total (MMcfe) | |
Proved undeveloped reserves as of December 31, 2021 | 3,505 |
Extensions and discoveries | 8,832 |
Revisions to previous estimates | — |
Purchase of reserves in place | — |
Sales of reserves in place | — |
Converted to proved developed reserves | (3,505) |
Proved undeveloped reserves as of December 31, 2022 | 8,832 |
Extensions and discoveries | — |
Revisions to previous estimates | — |
Purchase of reserves in place | 24,821 |
Sales of reserves in place | (8,832) |
Converted to proved developed reserves | — |
Proved undeveloped reserves as of December 31, 2023 | 24,821 |
Extensions and discoveries | — |
Revisions to previous estimates | (8,528) |
Purchase of reserves in place | — |
Sales of reserves in place | — |
Converted to proved developed reserves | (16,293) |
Proved undeveloped reserves as of December 31, 2024 | — |
11 |
Developed Acreage | Undeveloped Acreage | Total Acreage | ||||
Gross(a) | Net(b) | Gross(a) | Net(b) | Gross(a) | Net(b) | |
As of December 31, 2024 | 7,073,071 | 3,917,121 | 8,418,195 | 5,572,567 | 15,491,266 | 9,489,688 |
Gross | Net | |
2025 | 25,721 | 2,884 |
2026 | 2,690 | 59 |
2027 | — | — |
12 |
As of December 31, 2024 | |
Natural gas wells | 73,055 |
Oil wells | 3,455 |
Total gross productive wells | 76,510 |
Natural gas wells | 62,384 |
Oil wells | 1,796 |
Total net productive wells | 64,180 |
As of December 31, 2024 | |
Total gross in progress wells | — |
Total net in progress wells | — |
Development | ||||||
Productive Wells | Dry Wells | Total | ||||
Year | Gross | Net | Gross | Net | Gross | Net |
2024 | — | — | — | — | — | — |
2023 | 4 | 4 | — | — | 4 | 4 |
2022 | 5 | 2 | — | — | 5 | 2 |
13 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Production | |||
Natural Gas (MMcf) | 244,298 | 256,378 | 255,597 |
NGLs (MBbls) | 5,980 | 5,832 | 5,200 |
Oil (MBbls) | 1,568 | 1,377 | 1,554 |
Total production (MMcfe) | 289,586 | 299,632 | 296,121 |
Average realized sales price | |||
(excluding impact of derivatives settled in cash) | |||
Natural gas (Mcf) | $1.90 | $2.17 | $6.04 |
NGLs (Bbls) | 25.17 | 24.23 | 36.29 |
Oil (Bbls) | 74.71 | 75.46 | 89.85 |
Total (Mcfe) | $2.53 | $2.68 | $6.33 |
Average realized sales price | |||
(including impact of derivatives settled in cash) | |||
Natural gas (Mcf) | $2.57 | $2.86 | $2.98 |
NGLs (Bbls) | 24.32 | 26.05 | 19.84 |
Oil (Bbls) | 69.54 | 68.44 | 72.00 |
Total (Mcfe) | $3.05 | $3.27 | $3.30 |
Operating costs per Mcfe | |||
LOE(a) | $0.80 | $0.71 | $0.62 |
Production taxes(b) | 0.12 | 0.21 | 0.25 |
Midstream operating expense(c) | 0.24 | 0.23 | 0.24 |
Transportation expense(d) | 0.31 | 0.32 | 0.40 |
Total operating expense per Mcfe | $1.47 | $1.47 | $1.51 |
Year Ended | |||
APPALACHIA | December 31, 2024 | December 31, 2023 | December 31, 2022 |
Production | |||
Natural Gas (MMcf) | 139,900 | 167,930 | 180,194 |
NGLs (MBbls) | 2,931 | 3,018 | 2,810 |
Oil (MBbls) | 390 | 394 | 423 |
Total production (MMcfe) | 159,826 | 188,402 | 199,592 |
14 |
Natural gas (MMcf) | |
2025 | 77,187 |
2026 | 52,802 |
2027 | 130,911 |
Thereafter | 242,276 |
15 |
16 |
17 |
18 |
19 |
20 |
21 |
Year Ended | ||||
December 31, 2024 | December 31, 2023 | Change | % Change | |
Net production | ||||
Natural gas (MMcf) | 244,298 | 256,378 | (12,080) | (5%) |
NGLs (MBbls) | 5,980 | 5,832 | 148 | 3% |
Oil (MBbls) | 1,568 | 1,377 | 191 | 14% |
Total production (MMcfe) | 289,586 | 299,632 | (10,046) | (3%) |
Average daily production (MMcfepd) | 791 | 821 | (30) | (4%) |
% Natural gas (Mcfe basis) | 84% | 86% | ||
Average realized sales price (excluding impact of derivatives settled in cash) | ||||
Natural gas (Mcf) | $1.90 | $2.17 | $(0.27) | (12%) |
NGLs (Bbls) | 25.17 | 24.23 | 0.94 | 4% |
Oil (Bbls) | 74.71 | 75.46 | (0.75) | (1%) |
Total (Mcfe) | $2.53 | $2.68 | $(0.15) | (6%) |
Average realized sales price (including impact of derivatives settled in cash) | ||||
Natural gas (Mcf) | $2.57 | $2.86 | $(0.29) | (10%) |
NGLs (Bbls) | 24.32 | 26.05 | (1.73) | (7%) |
Oil (Bbls) | 69.54 | 68.44 | 1.10 | 2% |
Total (Mcfe) | $3.05 | $3.27 | $(0.22) | (7%) |
Revenue (in thousands) | ||||
Natural gas | $464,600 | $557,167 | $(92,567) | (17%) |
NGLs | 150,513 | 141,321 | 9,192 | 7% |
Oil | 117,146 | 103,911 | 13,235 | 13% |
Total commodity revenue | $732,259 | $802,399 | $(70,140) | (9%) |
Midstream revenue | 32,535 | 30,565 | 1,970 | 6% |
Other revenue | 30,047 | 35,299 | (5,252) | (15%) |
Total revenue | $794,841 | $868,263 | $(73,422) | (8%) |
Gain (loss) on derivative settlements (in thousands) | ||||
Natural gas | $164,452 | $177,139 | $(12,687) | (7%) |
NGLs | (5,055) | 10,594 | (15,649) | (148%) |
Oil | (8,108) | (9,669) | 1,561 | (16%) |
Net gain (loss) on commodity derivative settlements(a) | $151,289 | $178,064 | $(26,775) | (15%) |
Total revenue, inclusive of settled hedges | $946,130 | $1,046,327 | $(100,197) | (10%) |
22 |
Year Ended | ||||
December 31, 2024 | December 31, 2023 | Change | % Change | |
Per Mcfe Metrics | ||||
Average realized sales price | ||||
(including impact of derivatives settled in cash) | $3.05 | $3.27 | $(0.22) | (7%) |
Midstream and other revenue | 0.22 | 0.22 | — | —% |
LOE | (0.80) | (0.71) | (0.09) | 13% |
Midstream operating expense | (0.24) | (0.23) | (0.01) | 4% |
Employees, administrative costs and professional services | (0.30) | (0.26) | (0.04) | 15% |
Recurring allowance for credit losses | — | (0.03) | 0.03 | (100%) |
Production taxes | (0.12) | (0.21) | 0.09 | (43%) |
Transportation expense | (0.31) | (0.32) | 0.01 | (3%) |
Proceeds received from leasehold sales(b) | 0.14 | 0.09 | 0.05 | 56% |
Adjusted EBITDA per Mcfe | $1.64 | $1.82 | $(0.18) | (10%) |
Adjusted EBITDA margin | 50% | 52% | ||
Other financial metrics (in thousands) | ||||
Operating profit (loss) | $(43,026) | $1,161,051 | $(1,204,077) | (104%) |
Net income (loss) | $(87,001) | $759,701 | $(846,702) | (111%) |
Adjusted EBITDA | $472,309 | $546,788 | $(74,479) | (14%) |
23 |
Year Ended | ||||
December 31, 2024 | December 31, 2023 | $ Change | % Change | |
Henry Hub | $2.27 | $2.74 | $(0.47) | (17%) |
Mont Belvieu | 38.16 | 34.11 | 4.05 | 12% |
WTI | 75.72 | 77.62 | (1.90) | (2%) |
(In thousands) | Natural Gas | NGLs | Oil | Total |
Commodity revenue for the year ended December 31, 2022 | $1,544,658 | $188,733 | $139,620 | $1,873,011 |
Volume increase (decrease) | 4,717 | 22,935 | (15,903) | 11,749 |
Price increase (decrease) | (992,208) | (70,347) | (19,806) | (1,082,361) |
Net increase (decrease) | (987,491) | (47,412) | (35,709) | (1,070,612) |
Commodity revenue for the year ended December 31, 2023 | $557,167 | $141,321 | $103,911 | $802,399 |
Volume increase (decrease) | (26,214) | 3,586 | 14,413 | (8,215) |
Price increase (decrease) | (66,353) | 5,606 | (1,178) | (61,925) |
Net increase (decrease) | (92,567) | 9,192 | 13,235 | (70,140) |
Commodity revenue for the year ended December 31, 2024 | $464,600 | $150,513 | $117,146 | $732,259 |
(In thousands, except per unit data) | Year Ended December 31, 2024 | |||||||
Natural Gas | NGLs | Oil | Total Commodity | |||||
Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $ | |
per Mcf | per Bbl | per Bbl | per Mcfe | |||||
Excluding hedge impact | $464,600 | $1.90 | $150,513 | $25.17 | $117,146 | $74.71 | $732,259 | $2.53 |
Commodity hedge impact | 164,452 | 0.67 | (5,055) | (0.85) | (8,108) | (5.17) | 151,289 | 0.52 |
Including hedge impact | $629,052 | $2.57 | $145,458 | $24.32 | $109,038 | $69.54 | $883,548 | $3.05 |
(In thousands, except per unit data) | Year Ended December 31, 2023 | |||||||
Natural Gas | NGLs | Oil | Total Commodity | |||||
Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $ | |
per Mcf | per Bbl | per Bbl | per Mcfe | |||||
Excluding hedge impact | $557,167 | $2.17 | $141,321 | $24.23 | $103,911 | $75.46 | $802,399 | $2.68 |
Commodity hedge impact | 177,139 | 0.69 | 10,594 | 1.82 | (9,669) | (7.02) | 178,064 | 0.59 |
Including hedge impact | $734,306 | $2.86 | $151,915 | $26.05 | $94,242 | $68.44 | $980,463 | $3.27 |
24 |
(In thousands, except per unit data) | Year Ended | |||||||
December 31, 2024 | December 31, 2023 | Total Change | Per Mcfe Change | |||||
Per Mcfe | Per Mcfe | $ | % | $ | % | |||
LOE(a) | $231,651 | $0.80 | $213,078 | $0.71 | $18,573 | 9% | $0.09 | 13% |
Production taxes(b) | 36,043 | 0.12 | 61,474 | 0.21 | (25,431) | (41%) | (0.09) | (43%) |
Midstream operating expenses(c) | 70,747 | 0.24 | 69,792 | 0.23 | 955 | 1% | 0.01 | 4% |
Transportation expenses(d) | 90,461 | 0.31 | 96,218 | 0.32 | (5,757) | (6%) | (0.01) | (3%) |
Total operating expenses | $428,902 | $1.47 | $440,562 | $1.47 | $(11,660) | (3%) | $— | —% |
Employees, administrative costs and professional services(e) | 86,885 | 0.30 | 78,659 | 0.26 | 8,226 | 10% | 0.04 | 15% |
Costs associated with acquisitions(f) | 11,573 | 0.04 | 16,775 | 0.06 | (5,202) | (31%) | (0.02) | (33%) |
Other adjusting costs(g) | 22,375 | 0.08 | 17,794 | 0.06 | 4,581 | 26% | 0.02 | 33% |
Non-cash equity compensation(h) | 8,286 | 0.03 | 6,494 | 0.02 | 1,792 | 28% | 0.01 | 50% |
Total operating and G&A expenses | $558,021 | $1.92 | $560,284 | $1.87 | $(2,263) | —% | $0.05 | 3% |
Depreciation, depletion and amortization | 256,484 | 0.89 | 224,546 | 0.75 | 31,938 | 14% | 0.14 | 19% |
Allowance for credit losses(i) | 101 | — | 8,478 | 0.03 | (8,377) | (99%) | (0.03) | (100%) |
Total expenses | $814,606 | $2.81 | $793,308 | $2.65 | $21,298 | 3% | $0.16 | 6% |
25 |
(In thousands) | Year Ended | |||
December 31, 2024 | December 31, 2023 | $ Change | % Change | |
Net gain (loss) on commodity derivatives settlements(a) | $151,289 | $178,064 | $(26,775) | (15%) |
Net gain (loss) on interest rate swap(a) | 190 | (2,722) | 2,912 | (107%) |
Gain (loss) on foreign currency hedges(a) | — | (521) | 521 | (100%) |
Total gain (loss) on settled derivative instruments | $151,479 | $174,821 | $(23,342) | (13%) |
Gain (loss) on fair value adjustments of unsettled financial instruments(b) | (189,030) | 905,695 | (1,094,725) | (121%) |
Total gain (loss) on derivative financial instruments | $(37,551) | $1,080,516 | $(1,118,067) | (103%) |
(In thousands) | Year Ended | |||
December 31, 2024 | December 31, 2023 | $ Change | % Change | |
Interest expense, net of capitalized and income amounts(a) | $120,773 | $117,808 | $2,965 | 3% |
Amortization of discount and deferred finance costs | 16,870 | 16,358 | 512 | 3% |
Total finance costs | $137,643 | $134,166 | $3,477 | 3% |
26 |
(In thousands) | Year Ended | |||
December 31, 2024 | December 31, 2023 | $ Change | % Change | |
Income (loss) before taxation | $(223,952) | $1,000,344 | $(1,224,296) | (122%) |
Income tax benefit (expenses) | 136,951 | (240,643) | 377,594 | (157%) |
Effective tax rate | 61.2% | 24.1% |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Expected tax at statutory U.S. federal income tax rate | 21.0% | 21.0% | 21.0% |
State income taxes, net of federal tax benefit | 3.7% | 3.1% | 1.2% |
Federal credits | 41.3% | —% | —% |
Other, net | (4.8%) | —% | 0.2% |
Effective tax rate | 61.2% | 24.1% | 22.4% |
(In thousands, except per unit data) | Year Ended | |||
December 31, 2024 | December 31, 2023 | $ Change | % Change | |
Operating profit (loss) | $(43,026) | $1,161,051 | $(1,204,077) | (104%) |
Net income (loss) attributable to Owners of Diversified Energy Company PLC | (88,272) | 758,018 | (846,290) | (112%) |
Adjusted EBITDA | 472,309 | 546,788 | (74,479) | (14%) |
Earnings (loss) per share - basic | $(1.84) | $16.07 | $(17.91) | (111%) |
Earnings (loss) per share - diluted | $(1.84) | $15.95 | $(17.79) | (112%) |
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As of | ||
(In thousands) | December 31, 2024 | December 31, 2023 |
Cash and cash equivalents | $5,990 | $3,753 |
Available borrowings under the Credit Facility(a) | 86,690 | 134,817 |
Liquidity | $92,680 | $138,570 |
As of | ||
(In thousands) | December 31, 2024 | December 31, 2023 |
Total debt | $1,693,242 | $1,276,627 |
LESS: Cash | 5,990 | 3,753 |
LESS: Restricted cash(a) | 46,269 | 36,252 |
Net debt | $1,640,983 | $1,236,622 |
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DEC-owned Appalachian well retirements | 202 |
3rd party-owned Appalachian well retirements(a) | 85 |
Total Appalachian wells retired by Next LVL | 287 |
DEC-owned Central Region well retirements | 13 |
Total wells retired | 300 |
Year Ended | ||
(In thousands) | December 31, 2024 | December 31, 2023 |
Balance at beginning of period | $506,648 | $457,083 |
Additions(a) | 111,265 | 3,250 |
Accretion | 30,868 | 26,926 |
Asset retirement costs | (6,724) | (5,961) |
Disposals(b) | — | (17,300) |
Revisions to estimate(c) | 6,521 | 42,650 |
Balance at end of period | $648,578 | $506,648 |
Less: Current asset retirement obligations | 6,436 | 5,402 |
Non-current asset retirement obligations | $642,142 | $501,246 |
(In thousands) | Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years | |
Total | ||||
Undiscounted | $6,436 | $27,913 | $2,432,934 | $2,467,283 |
Discounted | 6,436 | 24,450 | 617,692 | 648,578 |
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(In thousands) | Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years | |
Total | ||||
Undiscounted | $5,402 | $20,365 | $1,778,876 | $1,804,643 |
Discounted | 5,402 | 17,975 | 483,271 | 506,648 |
(In thousands) | Year Ended | |||
December 31, 2024 | December 31, 2023 | $ Change | % Change | |
Net cash provided by operating activities | $345,663 | $410,132 | $(64,469) | (16%) |
Net cash used in investing activities | (272,916) | (239,369) | (33,547) | 14% |
Net cash used in financing activities | (70,510) | (174,339) | 103,829 | (60%) |
Net change in cash and cash equivalents | $2,237 | $(3,576) | $5,813 | (163%) |
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(In thousands) | Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years | |
Total | ||||
Recorded contractual obligations | ||||
Trade and other payables | $35,013 | $— | $— | $35,013 |
Borrowings | 209,463 | 940,780 | 585,330 | 1,735,573 |
Leases | 13,776 | 30,733 | 91 | 44,600 |
Asset retirement obligation(a) | 6,436 | 27,913 | 2,432,934 | 2,467,283 |
Other liabilities(b) | 161,467 | 5,384 | — | 166,851 |
Off-Balance Sheet contractual obligations | ||||
Firm Transportation(c) | 51,795 | 106,324 | — | 158,119 |
Total | $477,950 | $1,111,134 | $3,018,355 | $4,607,439 |
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Link to Strategy: | .1. .2. .3. .4. | Link to KPIs: | .1. .2. .3. .4. |
Link to Strategy: | .1. .2. .3. .4. | Link to KPIs: | .2. .5. .6. |
Link to Strategy: | .3. | Link to KPIs: | .1. .2. .4. |
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Link to Strategy: | .1. .2. .3. .4. | Link to KPIs: | .1. .2. .3. .6. |
Link to Strategy: | .2. .4. | Link to KPIs: | .1. .2. .3. .4. .5. .6. .7. |
Link to Strategy: | .2. .4. | Link to KPIs: | .1. .2. .3. .4. .7. |
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Board of Directors | |||
Defines business strategy, assesses risks and monitors performance | |||
Remuneration Committee | Sustainability & Safety Committee | Nomination & Governance Committee | Audit & Risk Committee |
Responsible for the Group’s remuneration policy, and for setting pay levels and bonuses for senior management in line with individual performance. Ensures safety and sustainability KPIs are included in remuneration packages. | Monitors the Group’s social, ethical, environmental and safety performance, and oversees all sustainable development issues on behalf of the Board. | Ensures a balance of skills, knowledge, independence and experience on the Board and its committees. Monitors the Group’s governance structure. | Supports the Board in monitoring the integrity of the Group’s financial statements and reviews the effectiveness of the Group’s system of internal controls and risk management systems. |
CEO | ||||||
Takes ultimate responsibility for delivering on strategy, financial and operating performance. | ||||||
President & Chief Financial Officer | Executive Vice President of Operations | Chief Legal & Risk Officer | Executive Vice President & Investment Officer | Executive Vice President of Energy Marketing | Chief Human Resources Officer | |
Description of Role | Manages the finance and accounting activities of the Group and ensures that its financial reports are accurate and completed in a timely manner. Oversees the Group’s information technology function to ensure safety and soundness of internal controls and systems. | Coordinates operating activities and sustainability initiatives to ensure transparency and long-term value for DEC’s stakeholders. | Responsible for legal and compliance, government, policy engagement, community engagement and land and mineral owner engagement. | Responsible for identifying and valuing acquisition targets. | Responsible for developing and implementing a commodity marketing strategy to maximize commodity revenues. | Responsible for HR function and employee relations, policies, practices and operations. |
Responsibility | Treasury, Accounting & Financial Reporting, Investor Relations, Information Technology & Sustainability Reporting | Operations, EHS & Regulatory | Legal & Compliance, Land, Policy Engagement & Community Relations | Acquisitions | Marketing | Human Resource |
Risk Management Guidelines | Employee Handbook, Code of Business Conduct & Ethics, Tax Policy & Anti-Bribery & Corruption Policy | Employee Handbook, Code of Business Conduct & Ethics, EHS Policy, Climate Policy, Socio-Economic Policy & Field Operating Guidelines | Employee Handbook, Code of Business Conduct & Ethics, Anti-Bribery & Corruption Policy, Whistleblowing Policy & Securities Dealing Policy | Employee Handbook, Code of Business Conduct & Ethics & Anti- Bribery & Corruption Policies | Employee Handbook, Code of Business Conduct & Ethics & Anti- Bribery & Corruption Policies | Employee Handbook and Code of Business Conduct & Ethics, Employee Relations, Human Rights, Anti- Bribery & Corruption Policies & Whistleblowing Policy |
Stakeholder Engagement Responsibility | Employees, Rating Agencies, Financial Institutions & Debt & Equity Investors | Communities, Employees & Business Partners | Employees, Industry Associations, Communities, Land & Mineral Owners & Government & Regulators | Customers | Customers | Employees & Communities |
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Gender Identity or Sex(a) | Number of Board Members | Percentage of the Board | Number of Senior Positions on the Board (CEO, CFO, SID & Chair)(a) | Number in Executive Management | Percentage of Executive Management |
Male | 4 | 57% | 3 | 6 | 67% |
Female | 3 | 43% | 1 | 3 | 33% |
Other categories | — | —% | — | — | —% |
Not specified/prefer not to say | — | —% | — | — | —% |
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Ethnic Background | Number of Board Members | Percentage of the Board | Number of Senior Positions on the Board (CEO, CFO, SID & Chair)(a) | Number in Executive Management | Percentage of Executive Management |
White British or other White (including minority-white groups) | 7 | 100% | 4 | 9 | 100% |
Mixed/Multiple Ethnic Groups | — | —% | — | — | —% |
Asian/Asian British | — | —% | — | — | —% |
Black/African/Caribbean/Black British | — | —% | — | — | —% |
Other ethnic group, including Arab | — | —% | — | — | —% |
Not specific/prefer not to say | — | —% | — | — | —% |
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David E. Johnson | Rusty Hutson, Jr. | Martin K. Thomas | |||
Non-Executive Chairman, independent upon appointment | Co-Founder and Chief Executive Officer | Non-Executive Vice Chair, independent through December 31, 2023 | |||
Age | 64 | 55 | 60 | ||
Appointed | February 3, 2017 and as Chair of the Board on April 30, 2019 | July 31, 2014 | January 1, 2015 | ||
Committee Membership | Remuneration Committee, Sustainability & Safety Committee | None | Nomination & Governance Committee | ||
Experience | Mr. Johnson has served on our Board of Directors since February 2017 and as the Independent Chairman since April 2019. He has worked at a number of leading investment firms, as both an investment analyst and a manager, and more recently in equity sales and investment management. Mr. Johnson currently serves on the board of Chelverton Equity Partners, an AIM-listed holding company, where he serves as a member of the Remuneration, Audit and Nomination committees. Previously, Mr. Johnson was a consultant at Chelverton Asset Management from August 2016 to February 2019. Prior to that, he worked as a fund manager for the investment department a large insurance company and then as Head of Sales and Head of Equities at a London investment bank. Mr. Johnson earned a Bachelor of Arts in Economics from the University of Reading. | Mr. Hutson is our co-founder and has served as our Chief Executive Officer since the founding of our predecessor entity in 2001. Mr. Hutson also serves on our Board of Directors. Mr. Hutson is the fourth generation in his family to immerse himself in the natural gas and oil industry, with family roots dating back to the early 1900s. Mr. Hutson spent many summers of his youth working with his father and grandfather in the oilfields of West Virginia. He graduated from Fairmont State College (WV) with a degree in accounting. After college, Mr. Hutson spent 13 years steadily progressing into multiple leadership roles at well-known banking institutions such as Bank One and Compass Bank. His final years in the banking industry were spent as CFO of Compass Financial Services. Building upon his experiences in the natural gas and oil industry, as well as the financial sector, Mr. Hutson established Diversified Energy Company in 2001. After years of refining his strategy, Mr. Hutson and his team took Diversified public in 2017. He continues to lead his team and expand the Group’s footprint. With a rapidly growing portfolio, Mr. Hutson remains focused on operational excellence and creating shareholder value. | Mr. Thomas has served on our Board of Directors since January 2015. Since January 2022, Mr. Thomas has served as a consultant at the law firm Wedlake Bell LLP, from where he was previously a Partner from January 2018 to December 2021. During his more than 30-year legal career, Mr. Thomas has also served as Partner of Watson Farley & Williams LLP from February 2015 to April 2017 and as consultant of the same firm from May 2017 to May 2018. Mr. Thomas earned a Bachelor of Laws from the University of Reading and completed his Law Society Final Examinations at The College of Law in the UK. | ||
Key Strengths | Investment sector knowledge; finance; providing strong leadership to the Board in connection with the Board’s role of overseeing strategy and developing stakeholder relations. | Deep understanding and leadership in the natural gas and oil sector; strong track record in developing and delivering results in line with strategy; finance; risk management. | Corporate law; advising on mergers and acquisitions; public offerings. | ||
Current External Roles | Chelverton Equity Partners (Director), an AIM-listed holding company | Board of Governors of West Virginia University | Wedlake Bell LLP (Consultant) and Jasper Consultants Limited (Director) |
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Board of Directors (continued) | |||||
Sandra M. Stash | David J. Turner, Jr. | Kathryn Z. Klaber | |||
Independent Non-Executive Director & Non-Executive Director Employee Representative | Independent Non-Executive Director | Independent Non-Executive Director | |||
Age | 65 | 61 | 58 | ||
Appointed | October 21, 2019 | May 27, 2019 | January 1, 2023 | ||
Committee Membership | Sustainability & Safety Committee (Chair), Remuneration Committee, Audit & Risk Committee | Audit & Risk Committee (Chair), Remuneration Committee (appointed Chair on January 24, 2025), Nomination & Governance Committee | Nomination & Governance Committee (Chair), Audit & Risk Committee, Sustainability & Safety Committee | ||
Experience | Ms. Stash has served on our Board of Directors since October 2019. Ms. Stash joined Tullow Oil in October 2013 serving as Executive Vice President of Safety, Operations and Engineering, and External Affairs where she served until March 2020. Ms. Stash is a Certified Director of the US National Association of Corporate Directors and a Fellow of the Canadian Academy of Engineering and currently serves on the boards of Medallion Midstream LLC, Trans Mountain Company, Warriors and Quiet Waters as Chair, the Colorado School of Mines Board of Governors, First Montana Bank, and the African Gifted Foundation. Ms. Stash earned a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines and is a Registered Professional Engineer | Mr. Turner has served on our Board of Directors since May 2019. Mr. Turner has served as Chief Financial Officer of Regions Financial Corporation (NYSE: RF) since 2010 where he leads all finance operations, including mergers and acquisitions, financial systems, investor relations, corporate treasury, corporate tax, management planning and reporting and accounting. Prior to his appointment as Chief Financial Officer, Mr. Turner oversaw the Internal Audit Division for AmSouth Bank (which merged with Regions Financial Corporation in 2006) from April 2005 to March 2010. Before beginning his banking career, Mr. Turner was a certified public accountant and an Audit Partner with Arthur Andersen and KPMG specializing in financial services clients. He earned a Bachelor of Science in Accounting from the University of Alabama. | Ms. Klaber has served on our Board of Directors since January 2023. Since 2014, Ms. Klaber has served as the Managing Director of The Klaber Group, which provides strategic consulting services to businesses and organizations with a focus on energy development in the United States and abroad. Prior to founding The Klaber Group, Ms. Klaber launched the Marcellus Shale Coalition, serving as its first CEO from 2009 to 2013. Previously in her career, Ms. Klaber also served as the Executive Vice President for Competitiveness at the Allegheny Conference on Community Development, Executive Director of the Pennsylvania Economy League, and consultant at Environmental Resources Management, where she gained significant experience in EHS strategy and compliance. Ms. Klaber received her B.A. in Environmental Science from Bucknell University and her MBA from Carnegie Mellon University. | ||
Key Strengths | Risk management & sustainability; operations & engineering; employee engagement. | Financial expert with recent and relevant experience; capital markets; financial operations; audit experience; risk management. | Regulatory compliance, energy specific sustainability programs; EHS processes industry knowledge, risk management; governance. | ||
Current External Roles | Colorado School of Mines (Board of Governors member), Trans Mountain Company, Warriors and Quiet Waters, a Canadian Crown Corporation (Chair and Director), First Montana Bank (Director), and Medallion Midstream, LLC (Director) | Regions Financial Corporation (CFO), Junior Achievement of Alabama, Inc. (Board and Executive Committee), Leadership Alabama (Director), a nonprofit organization, and Five Star Preserve (Director), a nonprofit organization | RLG International (Director), Junior Achievement of Western Pennsylvania (Director and immediate past-Chair), and Beaver County Chamber of Commerce (Beaver County, Pennsylvania) (Chair) |
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Board of Directors (continued) | Senior Management | |||||
Sylvia Kerrigan | Bradley G. Gray | Ben Sullivan | ||||
Senior Independent Non-Executive Director (ceased to be a director on January 24, 2025) | President and Chief Financial Officer | Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary | ||||
Age | 59 | 56 | 46 | |||
Appointed | October 11, 2021 | |||||
Committee Membership | Remuneration Committee (Chair for entirety of 2024 through January 24, 2025), Nomination & Governance Committee | |||||
Experience | Ms. Kerrigan has served on our Board of Directors since October 2021. Currently, she is the Chief Legal Officer at Occidental Petroleum Corporation (NYSE: OXY). Prior to joining Occidental, Ms. Kerrigan served as the Executive Director of the Kay Bailey Hutchinson Center for Energy, Law and Business at the University of Texas, where she remains a member of the Executive Council. In Ms. Kerrigan’s more than 20 years with Marathon Oil Corporation, she served in a number of roles overseeing public policy, legal and compliance, corporate positioning and external communications before retiring in 2017 after eight years as the Executive Vice President, General Counsel and Corporate Secretary. Ms. Kerrigan has also served as a director for Hornbeck Offshore Services, Inc. since August 2022 and Board of Trustees for Southwestern University since March 2014. Ms. Kerrigan holds a Directorship Certification through the National Association of Corporate Directors. Ms. Kerrigan earned a Bachelor of Arts from Southwestern University and a Doctor of Jurisprudence from the University of Texas at Austin School of Law. | Mr. Gray has served as our President and Chief Financial Officer since September 2023. Mr. Gray has also served as the Group’s Executive Vice President, Chief Operating Officer since October 2016 to September 2023. Mr. Gray has also served on the Board of Directors until September 2023. Prior to joining the Group, Mr. Gray served as the Senior Vice President and Chief Financial Officer for Royal Cup, Inc. from August 2014 to October 2016. Prior to that, from 2006 to 2014, Mr. Gray served in various roles at The McPherson Companies, Inc., most recently as Executive Vice President and Chief Financial Officer from September 2006 to December 2013. Mr. Gray previously worked in various financial and operational roles at Saks Incorporated from 1997 to 2006. Mr. Gray has a B.S. degree in Accounting from the University of Alabama and was formerly a licensed CPA (Alabama). | Mr. Sullivan has served as our Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary since September 2023, and prior to that served as Executive Vice President, General Counsel and Corporate Secretary since 2019. Prior to joining us, Mr. Sullivan worked with Greylock Energy, LLC (an ArcLight Capital Partners portfolio company) and its predecessor, Energy Corporation of America, from 2012 to 2017, most recently as Executive Vice President, General Counsel and Corporate Secretary from 2017 to 2019. Prior to that, Mr. Sullivan served as counsel for EQT Corporation from 2006 to 2012. He is a member of the leadership and board of directors of several commerce, legal and industry groups, and has considerable experience in corporate governance and reporting, corporate responsibility and sustainability matters, complex commercial transactions, land/real estate, acquisitions & divestitures, financing, government investigations and corporate workouts and restructurings. Mr. Sullivan received a B.A. from the University of Kentucky and a J.D. degree from the West Virginia University College of Law. He holds licenses to practice law in several states, including Pennsylvania and West Virginia. | |||
Key Strengths | Corporate law; governance; merger and acquisition; regulatory; risk management; cybersecurity and information privacy matters; corporate responsibility and sustainability. | Corporate structure; operational processes and management; finance; strategic support to the CEO; mergers and acquisitions; acquisition integration; information technology; personnel leadership. | Legal expert, mergers and acquisitions, land/real estate, regulatory compliance and governance, risk management and strategic support to the CEO. | |||
Current External Roles | Occidental Petroleum (Chief Legal Officer), Kay Bailey Hutchinson Center for Energy, Law and Business at the University of Texas (Director), and Hornbeck Offshore Services, Inc. (Director) | None | None |
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Section | Topic | Location |
(1) | Interest capitalized | Not applicable |
(2) | Publication of unaudited financial information | Not applicable |
(4) | Details of long-term incentive schemes | |
(5) | Waiver of emoluments by a Director | Not applicable |
(6) | Waiver of future emoluments by a Director | Not applicable |
(7) | Non pre-emptive issues of equity for cash | |
(8) | As item (7), in relation to major subsidiary undertakings | Not applicable |
(9) | Parent participation in a placing by a listed subsidiary | Not applicable |
(10) | Contracts of significance | |
(11) | Provision of services by a controlling shareholder | Not applicable |
(12) | Shareholder waivers of dividends | Not applicable |
(13) | Shareholder waivers of future dividends | Not applicable |
(14) | Agreements with controlling shareholders | Not applicable |
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Director | Appointed | Shares of £0.20 | % of Issued Share Capital |
Rusty Hutson, Jr. | July 31, 2014 | 1,234,134 | 2.41% |
Martin K. Thomas | January 1, 2015 | 113,850 | 0.22% |
David E. Johnson | February 3, 2017 | 23,750 | 0.05% |
David J. Turner, Jr. | May 27, 2019 | 33,087 | 0.06% |
Sandra M. Stash | October 21, 2019 | 4,092 | 0.01% |
Kathryn Klaber | January 1, 2023 | 2,912 | 0.01% |
Sylvia Kerrigan | October 11, 2021 | 3,181 | 0.01% |
1,415,006 | 2.77% |
62 |
Type of Meeting | Number of Meetings Required to be Held | Number of Meetings Held |
Board of Directors | — | 10 |
Audit & Risk Committee | 3 | 5 |
Nomination & Governance Committee | 2 | 3 |
Remuneration Committee | 2 | 3 |
Sustainability & Safety Committee | 2 | 6 |
Director | Committee Seats (during 2024) | Board | Audit & Risk Committee | Nomination & Governance Committee | Sustainability & Safety Committee | Remuneration Committee |
Rusty Hutson, Jr. | None | 10 | — | — | — | — |
David E. Johnson | R,S | 10 | — | — | 6 | 3 |
Martin K. Thomas | N | 10 | — | 3 | — | — |
Kathryn Z. Klaber | N,A,S | 10 | 5 | 3 | 6 | — |
Sandra M. Stash | S,A,R | 10 | 5 | — | 6 | 3 |
David J. Turner, Jr. | A,R | 10 | 5 | — | — | 3 |
Sylvia Kerrigan | R,N | 10 | — | 3 | — | 3 |
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Shareholders(a) | Number of Shares | % of Issued Share Capital |
BlackRock | 4,909,399 | 8.21% |
Columbia Management Investment Advisers | 3,251,605 | 5.44% |
Jupiter Asset Management | 2,792,978 | 4.67% |
Maverick Natural Resources | 2,342,445 | 3.92% |
Hargreaves Landsdown | 2,108,083 | 3.53% |
Interactive Investor | 2,052,048 | 3.43% |
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/s/ David J. Turner, Jr. | /s/ David E. Johnson | /s/ Sandra M. Stash | ||
David J. Turner, Jr. | David E. Johnson | Sandra M. Stash | ||
Chair of the Remuneration Committee | Chair of the Board and Member of the Remuneration Committee | Member of the Remuneration Committee | ||
March 17, 2025 | March 17, 2025 | March 17, 2025 |
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Stated Objective | Overview of Proposed Remuneration Policy | Proposed Implementation for 2025 |
Base salary | •Reviewed annually. •Consideration given to the performance of the Group, the individual’s performance, the individual responsibilities or scope of the role, and pay practices in relevant comparator companies in the U.S. | Executive Director (Effective January 1, 2025 and represents a 3.5% increase for Rusty Hutson, Jr. over 2024. This compares to increases across the Group ranging from 0% to 7% based on performance, with an average of 3.5%.) •CEO: Rusty Hutson, Jr.: $807,128 |
Pension & benefits | •The current Executive Director does not receive a pension contribution and any future provision will be aligned to the wider workforce. | •The current Executive Director does not receive a pension contribution. •Consistent with the approach taken for all employees, the Group offers a retirement plan in accordance with subsection 401(k) of the Internal Revenue Code in which the Executive Director may make voluntary pre-tax contributions towards his own retirement. The Group matches the Executive Director’s contributions up to $26 thousand per annum. •Benefits consist of standard car and health/insurance related benefits. |
Annual Bonus Short-Term Incentives | •Maximum of 200% of salary for Rusty Hutson, Jr. and 125% of salary for other Executive Directors. •For Executive Directors who have not yet achieved the required shareholding, 50% will normally be paid in cash, with the remainder deferred as either shares or cash for two years provided continued service. •Deferral is not required for existing Executive Directors who, at the time this Remuneration Policy is approved, have achieved the required shareholding, i.e. 100% of their award will normally be paid in cash, with no deferral. •Subject to the achievement of relevant performance conditions, both qualitative and quantitative. •Subject to malus and clawback provisions. | Potential awards for 2025 performance period: •Rusty Hutson, Jr.: 200% of salary •Other Executive Directors: 125% of salary •Performance conditions, which will have defined Threshold, Target, and Stretch payout criteria: •50% adjusted EBITDA per share •25% cash cost per Mcfe •25% sustainability measures |
Long-Term Incentives | •Performance Share Awards, subject to service and performance over a three-year period, and eligible for payment of applicable Dividend Equivalent Rights during the vesting period. Maximum award of 325% of salary for Rusty Hutson, Jr. and 250% of salary for other Executive Directors. •Restricted Share Awards, subject to service over a three-year period, and eligible for payment of applicable Dividend Equivalent Rights during the vesting period. Maximum award of 100% of salary for Rusty Hutson, Jr. and 75% of salary for other Executive Directors. •Subject to malus and clawback provisions. | Potential awards for 2025: •Rusty Hutson, Jr.: 325% of salary of performance share awards; 100% of salary of restricted share award •Other Executive Directors: 250% of salary of performance share awards; 75% of salary of restricted share awards •Performance conditions: •40% return on equity •20% relative TSR •20% absolute TSR •20% emissions |
Share Ownership Requirements | •Rusty Hutson, Jr.: 600% of salary •Other Executive Directors: 300% of salary •Lower of shares acquired from LTIP awards held at termination or normal share ownership requirement continues to apply for first year following termination, reducing to 200% of salary for the second year. | Rusty Hutson, Jr. meets the requirement. |
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Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures |
Base salary This is the core element of pay and reflects the individual’s role and position within the Group with some adjustment to reflect their capability and contribution. | •Base salaries will typically be reviewed annually, with consideration given to the performance of the Group and the individual, any changes in responsibilities or scope of the role and pay practices in relevant U.S. comparator companies of a broadly similar size and complexity, with due account taken of both market capitalization and turnover. •The Remuneration Committee does not strictly follow benchmark pay data, but instead uses it as one of a number of reference points when considering, in its judgment, the appropriate level of salary. Base salary is paid monthly in cash. | •It is anticipated that salary increases will generally be in line with those awarded to the general workforce. That said, in certain circumstances (including, but not limited to, changes in role and responsibilities, market levels, individual and Group performance), the Remuneration Committee may make larger salary increases to ensure they are market competitive. The rationale for any such increase will be disclosed in the relevant Annual Report & Form 20-F. | n/a |
Benefits To provide benefits valued by recipients. | •The Executive Director currently receives standard car and health/ insurance related benefits. •Where appropriate, the Group will meet certain costs relating to Executive Director relocations. •In line with the approach taken for all employees, the Group offers a retirement plan in accordance with subsection 401(k) of the Internal Revenue Code in which the Executive Director may make voluntary pre-tax contributions towards his own retirement. The Group matches the Executive Director’s contributions up to $26 thousand per annum. •The Remuneration Committee reserves the discretion to introduce new benefits where it concludes that it is appropriate to do so, having regard to the particular circumstances and to market practice. | •It is not possible to prescribe the likely change in the cost of insured benefits or the cost of some of the other reported benefits year to year. •Relocation expenses are subject to a maximum limit of 100% of base salary, provided that such expenses may be paid only in the year of appointment and for a further two financial years. •With limited exceptions, the U.S. Section 401(k) defined contribution plan currently provides company matching contributions up to a maximum of $26 thousand per annum. •The Remuneration Committee will monitor the costs of benefits in practice and will ensure that the overall costs do not increase by more than what the committee considers appropriate in all the circumstances. | n/a |
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Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures |
Pension To provide retirement benefits. | •Currently, no element of the Directors’ remuneration is pensionable, and the Group does not operate any pension scheme or other scheme providing retirement or similar benefits. •The Remuneration Committee reserves the discretion to introduce new benefits where it concludes that it is appropriate to do so, having regard to the particular circumstances and to market practice. | •The current Executive Director does not receive a pension contribution. •Any future pension provision will be limited to levels aligned to the contribution levels for the majority of the workforce. | n/a |
Annual bonus plan To motivate the Executive Director and incentivize the delivery of performance over a one-year operating cycle, focusing on the short- to medium-term elements of our strategic aims. | •Annual bonus plan levels and the appropriateness of measures are reviewed annually at the commencement of each financial year to ensure they continue to support our strategy. •Once set, performance measures and targets will generally remain unchanged for the year, except to reflect events such as corporate acquisitions or other major transactions where the Remuneration Committee considers it to be necessary in its opinion to make appropriate adjustments. •For Executive Directors who have not yet achieved the required shareholding, 50% will normally be paid in cash, with the remainder deferred as either shares or cash for two years provided continued service. •Deferral is not required for existing Executive Directors who at the time this Remuneration Policy is approved have achieved the required shareholding. •Clawback provisions apply to the annual bonus plan, and malus and clawback will apply to deferred shares in accordance with the Group’s clawback and malus policies. | •The maximum level of annual bonus plan outcomes is 200% of base salary for the CEO and 125% of base salary for other Executive Directors. | •The performance measures applied may be financial or non-financial; quantitative and qualitative; and corporate, divisional or individual and with such weightings as the Remuneration Committee considers appropriate. The metrics and weightings applicable for 2025 are intended to be as follows: •50% adjusted EBITDA per share •25% cash cost per Mcfe •25% sustainability measures •Where a sliding scale of targets is used, attaining the threshold level of performance for any measure will not typically produce a payout of more than 25% of the maximum portion of the overall annual bonus attributable to that measure, with a sliding scale to full payout for maximum performance. •However, the annual bonus plan remains a discretionary arrangement and the Remuneration Committee retains a standard power to apply its discretion to adjust the outcome of the annual bonus plan for any performance measure (from zero to any cap), should it consider that to be appropriate. |
79 |
Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures |
Long-term incentives To motivate and incentivize the delivery of sustained performance over the long-term, and to promote alignment with shareholders’ interests, the Group grants Performance Share Awards. | •Performance Share Awards vest over a period of three years, and are eligible for accrual of applicable Dividend Equivalent Rights during the vesting period. •Restricted Share Awards are subject to service over a three-year period, and are eligible for accrual of applicable Dividend Equivalent Rights during the vesting period. •Once vested the net of tax shares from both the Performance Share and Restricted Awards are subject to a holding period of two years. •Clawback and malus provisions apply to Performance Share Awards and Restricted Share Awards. | •Performance Share Awards may be granted with a maximum value of 325% of salary for the CEO and 250% of salary for the other Executive Directors. •Restricted Share Awards may be granted with a maximum value of 100% of salary for the CEO and 75% of salary for other Executive Directors. •In determining the number of shares subject to an award, the market value of a share shall, unless the Remuneration Committee determines otherwise, be assumed to be the average share price for the five days following the announcement of the Group’s results for the previous financial year. | •The Remuneration Committee may set such performance conditions on Performance Share Awards as it considers appropriate, whether financial or non-financial and whether corporate, divisional or individual. Performance periods may be over such periods as the Remuneration Committee selects at grant, which will not be less than, but may be longer than, three years. •It is intended that the metrics and weightings applicable in 2025 will be as follows: •40% Return on Equity •20% Absolute TSR •20% Relative TSR •20% Emissions •No more than 15% of awards vest for attaining the threshold level of performance conditions. The Remuneration Committee also has a standard power to apply its judgment to adjust the vesting outcome of Performance Share Awards and Restricted Share Awards to take account of any circumstances (including the performance of the Group, any individual or business) should it consider that to be appropriate. |
80 |
Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures |
Share ownership guidelines To further align the interests of the Executive Director with those of shareholders. | •Each Executive Director is expected to build up a prescribed level of shareholding. •Minimum shareholding is 600% of base salary for the CEO and 300% of base salary for other Executive Officers. The Remuneration Committee reserves the power to amend, but not reduce, these levels in future years. •To the extent that the prescribed level has not been reached, the Executive Director will be expected to retain a proportion of the shares vesting under the Group’s share plans until the guideline is met. •Any vested shares from long-term incentives subject to a holding period and any shares awarded in connection with annual bonus deferral will be included for the purpose of the guidelines (discounted for anticipated tax liabilities). •A post-employment shareholding requirement normally applies to shares from long-term investments vesting after the effective date of the Directors’ Remuneration Policy for 2025. The policy requires the Executive Director to hold the shares equivalent to his share ownership guideline at that date, for a period of one year post- employment and reducing to 200% of salary for the second year post- employment. | n/a | n/a |
Chairman’s and Non-Executive Directors’ fees To enable the Group to recruit and retain a Chairman of the Board and Non- Executive Directors of the highest caliber. | •The fees paid to the Chairman and Non-Executive Directors aim to be competitive with other U.S. and UK listed peers of equivalent size and complexity. •The fees payable are determined by the Board, and will include incremental committee Chair and additional responsibility fees (as applicable). Directors do not participate in decisions regarding their own fees. •Non-Executive Directors are reimbursed all necessary and reasonable expenses incurred in connection with the performance of their duties and any tax thereon in accordance with the Group’s Non- Executive Director Expense Reimbursement Policy. •No other benefits are envisaged for the Chairman and Non-Executive Directors, but the Group reserves the right to provide benefits, including company related travel and office support. | •Fees are paid monthly in cash. •A proportion of each Non-Executive Directors’ fees may be required to be used for the acquisition of Group shares which must then be held until they cease to be a Director. •The aggregate fees and any benefits of the Chairman and Non-Executive Directors will not exceed the limit from time to time prescribed within the Group’s Articles of Association for such fees. •Any increases actually made will be appropriately disclosed. | n/a |
81 |
Name | Date of Service Contract | Duration |
Rusty Hutson, Jr. | January 30, 2017 | Executive Director’s service agreement should be of indefinite duration, subject to termination by the Group or the individual on six months’ notice. The service agreements of all current Executive Directors comply with that policy. |
Name | Date of Letter of Appointment | Duration |
David E. Johnson | February 3, 2017 | |
Martin K. Thomas | January 1, 2015 | Initial period of 12 months, subject to re-election at each AGM of the Group and are terminable on three months’ notice given by either party. |
David J. Turner, Jr. | May 27, 2019 | |
Sandra M. Stash | October 21, 2019 | |
Kathryn Klaber | January 1, 2023 |
82 |
83 |
Base Salary/Benefits/Pension | The Remuneration Committee receives an annual report summarizing the base salaries, benefits and pension arrangements received by each category of Group staff. |
Annual Bonus | The majority of salaried employees participate in an annual bonus plan, although the quantum and balance of group, business unit and individual objectives varies by level and nature of role. The Remuneration Committee receives an annual report summarizing the bonus potential and performance metrics used in each of the annual bonus schemes in operation across the Group. |
Long-Term Incentives | Key Group employees may receive share incentive awards, both performance and restricted, and may receive awards based on the same or different performance conditions as those for Executive Directors (although the Remuneration Committee reserves the discretion to vary the performance conditions for awards made to employees below Board level). The Remuneration Committee is provided a summary of the long-term incentive plans. |
84 |
Minimum | •Consists of base salary, benefits and pension. •Base salary is the salary to be paid in 2025. •Long-Term Incentives (“LTI”): Consists of full vesting (100%) of Restricted Share Awards (maximum of 100% of base salary). •No pension is provided, only 401(k) match to the extent applicable. |
Target | Based on what the Executive Director would receive if performance was on-target (excluding share price appreciation and dividends): •Annual bonus: Consists of the target bonus (50% of maximum opportunity used for illustrative purposes). •LTI: Consists of the target level of vesting (50%) of Performance Share Awards (maximum of 325% of base salary) and full vesting (100%) of Restricted Share Awards (maximum of 100% of base salary). |
Maximum | Based on the maximum remuneration receivable (excluding share price appreciation and dividends): •Annual bonus: Consists of maximum bonus of 200% of base salary. •LTI: Consists of full vesting (100%) of Performance Share Awards (maximum of 325% of base salary) and full vesting (100%) of Restricted Share Awards (maximum of 100% of base salary). |
Maximum with share price growth | Based on the Maximum scenario set out above but with a 50% share price increase applied to the value of Performance Share Awards. |
($ thousands) | Base Salary | RSU Award | Benefits | Benefit Plan(a) | Total Fixed |
Rusty Hutson, Jr. | $807 | $807 | $17 | $42 | $1,673 |
85 |
Executive Director | Rusty Hutson, Jr. | |
(In thousands) | December 31, 2024 | December 31, 2023 |
Salary/fees | $780 | $750 |
Taxable benefits(a) | 17 | 12 |
Benefit plan(b) | 42 | 31 |
Pension(c) | — | — |
Total fixed pay | $839 | $793 |
Bonus(d) | 1,160 | 825 |
Long-term incentives(e) | 1,008 | 303 |
Total variable pay | $2,169 | $1,128 |
Total remuneration | $3,007 | $1,921 |
Non-Executive Directors - Total Remuneration (In thousands) | December 31, 2024 | December 31, 2023 |
David E. Johnson | $223 | $216 |
Martin K. Thomas | 160 | 155 |
David J. Turner, Jr. | 173 | 168 |
Sandra M. Stash | 160 | 156 |
Kathryn Z. Klaber | 160 | 139 |
Sylvia Kerrigan | 173 | 160 |
86 |
Measure | Threshold(a) | Target(a) | Maximum (100% Payout) | Actual | Performance | % of Total Bonus | Payout % |
Adjusted EBITDA per share(b) | $8.00 | $8.21 | $8.42 | $10.79 | 100% | 50% | 50% |
Cash cost per Mcfe(c) | $1.35 | $1.30 | $1.27 | $1.35 | 25% | 20% | 5% |
Sustainability (see below) | 30% | 30% | |||||
Total % of maximum | 85% | ||||||
Total % of salary - Rusty Hutson, Jr. | 148.8% |
SUSTAINABILITY - ENVIRONMENTAL | ||||
Target | Actual | Performance | % of Total Bonus | Payout % |
Reduce methane intensity(a) Threshold: 0.80 / Target: 0.76 / Stretch: 0.70 | 0.70 | Achieved: 100% | 10.00% | 10.00% |
Pneumatic valve replacement(b) Threshold: N/A / Target: N/A / Stretch: 100% | 100% | Achieved: 100% | 5.00% | 5.00% |
15.00% | 15.00% | |||
SUSTAINABILITY - SOCIAL | ||||
Target | Actual | Performance | % of Total Bonus | Payout % |
Reduce TRIR(a) Threshold: 1.19 / Target: 1.07 / Stretch: 0.95 | 0.89 | Achieved: 100% | 2.50% | 2.50% |
Reduce LTIR(a) Threshold: 0.88 / Target: 0.80 / Stretch: 0.71 | 0.38 | Achieved: 100% | 2.50% | 2.50% |
Reduce MVA(a) Threshold: 0.65 / Target: 0.59 / Stretch: 0.52 | 0.34 | Achieved: 100% | 5.00% | 5.00% |
10.00% | 10.00% | |||
SUSTAINABILITY - GOVERNANCE | ||||
Target | Actual | Performance | % of Total Bonus | Payout % |
Development training(c) Threshold: 50% / Target: 60% / Stretch: 75% | 86% | Achieved: 100% | 5.00% | 5.00% |
5.00% | 5.00% |
87 |
% of Total Award | Threshold | Maximum (15% of maximum) | Achieved (100% of maximum) | Vesting % of Component | Payout %(a) | |
Three-Year Average ROE(b) | 40% | 15% | 25% | 30% | 100% | 40% |
Absolute TSR (per annum) | 30% | 10% | 20% | 0% | 0% | 0% |
Three-Year TSR v FTSE 250 | 10% | 50th percentile | 75th percentile | 65th percentile | 65% | 7% |
Three-Year Methane Intensity Reduction | 20% | 10% | 20% | 22% | 100% | 20% |
Performance factor | 67% |
Maximum number of shares(a) | Number of shares to lapse(b) | Number of Shares to vest(c) | Estimated value at vesting(d) | Grant date face value of awards vesting(e) | Impact of share price on vesting(f) | |
Rusty Hutson, Jr. | 107,830 | 35,591 | 72,239 | $1,008,456 | $2,201,122 | $(1,192,666) |
Value of Award as a % of Base Salary | Face Value of Award ($) | Number of Shares | |
Rusty Hutson, Jr. | 325% | $2,535,000 | 227,151 |
88 |
Return on Equity (40% of Total Award) | Absolute TSR (30% of Total Award) | |||
Three-Year Average ROE(a) | % of that Part of the Award that Vests | Three-Year TSR | % of that Part of the Award that Vests | |
Below 15% per annum | 0% | Below 10% per annum | 0% | |
15% per annum | 15% | 10% per annum | 15% | |
25% per annum or above | 100% | 20% per annum or above | 100% | |
15% to 25% per annum | Pro rata straight-line between 15% and 100% | 10% to 20% per annum | Pro rata straight-line between 15% and 100% | |
Relative TSR (10% of Total Award) | Emissions (20% of Total Award) | |||
Three-Year TSR v FTSE 250 | % of that Part of the Award that Vests | Emissions over Three Years | % of that Part of the Award that Vests | |
Below median | 0% | Below 8% Methane Intensity Reduction | 0% | |
Median | 15% | 8% Methane Intensity Reduction | 15% | |
Upper quartile or above | 100% | 15% Methane Intensity Reduction | 100% | |
Median to upper quartile | Pro rata straight-line between 15% and 100% | 8% to 15% Methane Intensity Reduction | Pro rata straight-line between 15% and 100% |
89 |
Rusty Hutson, Jr. | ||||||||||
Award Type | Exercise Price (£) | Grant Date | Interest at January 1, 2024 | Awards Granted in the Year | Accrued Dividend Equivalents | Awards Exercised in the Year | Awards Lapsed in the Year | Interest at December 31, 2024(a) | Exercise/Vesting Period | |
PSU | March 24, 2024 | — | 227,151 | 37,880 | — | — | 265,031 | March 2027 | (b) | |
PSU | March 21, 2023 | 124,051 | — | 10,697 | — | — | 134,748 | March 2026 | (c) | |
PSU | March 15, 2022 | 99,269 | — | 8,561 | — | 35,591 | 72,239 | March 2025 | (d) | |
Options | £24.00 | May 9, 2019 | 6,600 | — | — | — | — | 6,600 | May 2022 - May 2029 | (e) |
Options | £16.80 | April 14, 2018 | 64,333 | — | — | — | — | 64,333 | May 2021 - May 2028 | (f) |
Shareholding | Shareholding Required (% of Salary) | Compliance With Share Ownership Guidelines | Share Interests | ||
Rusty Hutson, Jr. | 1,234,134 | 300% | ü | 542,951 | (a) |
David E. Johnson | 23,750 | – | (b) | — | |
Martin K. Thomas | 113,850 | – | (b) | — | |
David J. Turner, Jr. | 33,087 | – | (b) | — | |
Sandra M. Stash | 4,092 | – | (b) | — | |
Kathryn Z. Klaber | 2,912 | – | (b) | — | |
Sylvia Kerrigan | 3,181 | – | (b) | — |
90 |
(In thousands) | ||||
Year | CEO | Single Figure of Total Remuneration(a) | Annual Bonus Pay-Out Against Maximum % | Long-Term Incentive Vesting Rates Against Maximum Opportunity % |
2024 | Rusty Hutson, Jr. | $3,007 | 85% | 67% |
2023 | Rusty Hutson, Jr. | $1,921 | 63% | 40% |
2022 | Rusty Hutson, Jr. | $4,431 | 85% | 71% |
2021 | Rusty Hutson, Jr. | $2,795 | 85% | 45% |
2020 | Rusty Hutson, Jr. | $2,965 | 94% | 100% |
91 |
% Change from 2023 to 2024 | % Change from 2022 to 2023 | % Change from 2021 to 2022 | % Change from 2020 to 2021 | % Change from 2019 to 2020 | |||||||||||||||
Name | Salary/ Fee | Annual Bonus | Taxable Benefits | Salary/ Fee | Annual Bonus | Taxable Benefits | Salary/ Fee | Annual Bonus | Taxable Benefits | Salary/ Fee | Annual Bonus | Taxable Benefits | Salary/ Fee | Annual Bonus | Taxable Benefits | ||||
Rusty Hutson, Jr. | 4% | 41% | 42% | 4% | (23%) | —% | 4% | 21% | 20% | 3% | (7%) | 400% | 59% | 55% | —% | ||||
David E. Johnson | 3% | —% | —% | 8% | —% | —% | 19% | —% | —% | 3% | —% | —% | 66% | —% | —% | ||||
Martin K. Thomas | 3% | —% | —% | 7% | —% | —% | 14% | —% | —% | 2% | —% | —% | 27% | —% | —% | ||||
David J. Turner, Jr. | 3% | —% | —% | 8% | —% | —% | 16% | —% | —% | 3% | —% | —% | 132% | —% | —% | ||||
Sandra M. Stash | 3% | —% | —% | 8% | —% | —% | 14% | —% | —% | 2% | —% | —% | 520% | —% | —% | ||||
Kathryn Z. Klaber(a) | 15% | —% | —% | 100% | —% | —% | —% | —% | —% | 2% | —% | —% | —% | —% | —% | ||||
Sylvia Kerrigan(b) | 8% | —% | —% | 33% | —% | —% | 445% | —% | —% | 100% | —% | —% | —% | —% | —% | ||||
All employees, excluding Directors | 4% | 4% | —% | 4% | 4% | —% | 5% | 5% | —% | 11% | (2%) | —% | 4% | 4% | —% |
Year | Method | 25th Percentile Pay Ratio | Mean Pay Ratio | 75th Percentile Pay Ratio |
2024 | Option A | 27:1 | 19:1 | 18:1 |
2023 | Option A | 25:1 | 17:1 | 16:1 |
2022 | Option A | 28:1 | 19:1 | 17:1 |
2021 | Option A | 44:1 | 30:1 | 28:1 |
2020 | Option A | 55:1 | 30:1 | 14:1 |
(In thousands) | 2024 | 2023 | % Change |
Total gross employee pay | $133,024 | $124,834 | 7% |
Dividends/share buybacks | 104,994 | 179,089 | (41%) |
92 |
(Binding Vote) | (Advisory Vote) | ||||
Approval of the Directors’ Remuneration Policy | Director Remuneration Report | ||||
Total number of votes | % of votes cast | Total number of votes | % of votes cast | ||
For | 27,783,031 | 83% | 25,389,754 | 92% | |
Against | 5,793,079 | 17% | 2,133,133 | 8% | |
Votes withheld | 1,164,541 | 143,368 |
93 |
Return on Equity (40% of Total Award) | Absolute TSR (20% of Total Award) | |||
Three-Year Average ROE | % of that Part of the Award that Vests | Three-Year Absolute TSR | % of that Part of the Award that Vests | |
Below 15% per annum | —% | Below 10% per annum | —% | |
15% per annum | 15% | 10% per annum | 15% | |
25% per annum or above | 100% | 20% per annum or above | 100% | |
15% to 25% per annum | Pro rata straight-line between 15% and 100% | 10% to 20% per annum | Pro rata straight-line between 15% and 100% | |
Relative TSR (20% of Total Award) | Emissions (20% of Total Award) | |||
Three-Year TSR v Bespoke Peer Group(a) | % of that Part of the Award that Vests | Emissions during 2026 - 2027 over Baseline(b) | % of that Part of the Award that Vests | |
Below median | —% | Below 5% emissions reduction | —% | |
Median | 15% | 5% emissions reduction | 15% | |
Upper quartile or above | 100% | 10% emissions reduction | 100% | |
Median to upper quartile | Pro rata straight-line between 15% and 100% | 5% to 10% emissions reduction | Pro rata straight-line between 15% and 100% |
GBP | Exchange Rate | USD | |
David J. Turner, Jr.(a) | £135 | 1.28 | $173 |
Sandra M. Stash(b) | 125 | 1.28 | 160 |
Sylvia Kerrigan(c) | 135 | 1.28 | 173 |
David E. Johnson | 174 | 1.28 | 223 |
Martin K. Thomas(d) | 125 | 1.28 | 160 |
Kathryn Z. Klaber(e) | 125 | 1.28 | 160 |
Total | £819 | $1,049 |
/s/ David J. Turner, Jr. | /s/ David E. Johnson | /s/ Sandra M. Stash | ||
David J. Turner, Jr. | David E. Johnson | Sandra M. Stash | ||
Chair of the Remuneration Committee | Chair of the Board and Member of the Remuneration Committee | Member of the Remuneration Committee | ||
March 17, 2025 | March 17, 2025 | March 17, 2025 |
94 |
95 |
97 |
98 |
99 |
Year Ended | ||||
Notes | December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Revenue | 6 | $ | $ | $ |
Operating expenses | 7 | ( | ( | ( |
Depreciation, depletion and amortization | 7 | ( | ( | ( |
Gross profit | $ | $ | $ | |
General and administrative expenses | 7 | ( | ( | ( |
Allowance for expected credit losses | 7 | ( | ( | |
Gain (loss) on natural gas and oil properties and equipment | 10,11 | |||
Gain (loss) on sale of equity interest | 5 | ( | ||
Unrealized gain (loss) on investment | 5 | ( | ||
Gain (loss) on derivative financial instruments | 13 | ( | ( | |
Gain on bargain purchases | 5 | |||
Impairment of proved properties | 10 | ( | ||
Operating profit (loss) | $( | $ | $( | |
Finance costs | 21 | ( | ( | ( |
Accretion of asset retirement obligation | 19 | ( | ( | ( |
Loss on early retirement of debt | 21 | ( | ||
Other income (expense) | ||||
Income (loss) before taxation | $( | $ | $( | |
Income tax benefit (expenses) | 8 | ( | ||
Net income (loss) | $( | $ | $( | |
Other comprehensive income (loss) | ( | ( | ||
Total comprehensive income (loss) | $( | $ | $( | |
Net income (loss) attributable to: | ||||
Owners of Diversified Energy Company PLC | $( | $ | $( | |
Non-controlling interest | ||||
Net income (loss) | $( | $ | $( | |
Earnings (loss) per share attributable to Owners of Diversified Energy Company PLC | ||||
Weighted average shares outstanding - basic | 9 | |||
Weighted average shares outstanding - diluted | 9 | |||
Earnings (loss) per share - basic | 9 | $( | $ | $( |
Earnings (loss) per share - diluted | 9 | $( | $ | $( |
100 |
Notes | December 31, 2024 | December 31, 2023 | |
ASSETS | |||
Non-current assets: | |||
Natural gas and oil properties, net | 10 | $ | $ |
Property, plant and equipment, net | 11 | ||
Intangible assets | 12 | ||
Restricted cash | 3 | ||
Derivative financial instruments | 13 | ||
Deferred tax assets | 8 | ||
Other non-current assets | 15 | ||
Total non-current assets | |||
Current assets: | |||
Trade receivables, net | 14 | $ | $ |
Cash and cash equivalents | 3 | ||
Restricted cash | 3 | ||
Derivative financial instruments | 13 | ||
Other current assets | 15 | ||
Total current assets | |||
Total assets | $ | $ | |
EQUITY AND LIABILITIES | |||
Shareholders' equity: | |||
Share capital | 16 | $ | $ |
Share premium | 16 | ||
Treasury reserve | ( | ( | |
Share based payment and other reserves | |||
Retained earnings (accumulated deficit) | ( | ( | |
Equity attributable to Owners of Diversified Energy Company PLC: | |||
Non-controlling interests | 3 | ||
Total equity | |||
Non-current liabilities: | |||
Asset retirement obligations | 19 | $ | $ |
Leases | 20 | ||
Borrowings | 21 | ||
Deferred tax liability | 8 | ||
Derivative financial instruments | 13 | ||
Other non-current liabilities | 23 | ||
Total non-current liabilities | |||
Current liabilities: | |||
Trade and other payables | 22 | $ | $ |
Taxes payable | |||
Leases | 20 | ||
Borrowings | 21 | ||
Derivative financial instruments | 13 | ||
Other current liabilities | 23 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities | $ | $ |
101 |
Notes | Share Capital | Share Premium | Treasury Reserve | Share Based Payment and Other Reserves | Retained Earnings (Accumulated Deficit) | Equity Attributable to Owners of Diversified Energy Company PLC | Non- Controlling Interest | Total Equity | |
Balance as of January 1, 2022 | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income (loss) | — | — | — | — | ( | ( | ( | ||
Other comprehensive income (loss) | — | — | — | — | — | ||||
Total comprehensive income (loss) | $— | $— | $— | $— | $( | $( | $ | $( | |
Issuance of share capital (settlement of warrants) | 16 | — | — | — | — | ||||
Issuance of share capital (equity compensation) | — | — | ( | — | |||||
Issuance of EBT shares (equity compensation) | 16 | — | — | ( | — | — | — | ||
Repurchase of shares (EBT) | 16 | — | — | ( | — | — | ( | — | ( |
Repurchase of shares (share buyback program) | 16 | ( | — | ( | — | ( | — | ( | |
Dividends | 18 | — | — | — | — | ( | ( | — | ( |
Distributions to non-controlling interest owners | — | — | — | — | — | — | ( | ( | |
Cancellation of warrants | 16 | — | — | — | ( | — | ( | — | ( |
Transactions with shareholders | $( | $ | $( | $ | $( | $( | $( | $( | |
Balance as of December 31, 2022 | $ | $ | $( | $ | $( | $( | $ | $( | |
Net income (loss) | — | — | — | — | |||||
Other comprehensive income (loss) | — | — | — | — | ( | ( | — | ( | |
Total comprehensive income (loss) | $— | $— | $— | $— | $ | $ | $ | $ | |
Issuance of share capital (equity placement) | 16 | — | — | — | — | ||||
Issuance of share capital (equity compensation) | — | — | ( | — | |||||
Issuance of EBT shares (equity compensation) | 16 | — | — | ( | — | — | — | ||
Repurchase of shares (share buyback program) | 16 | ( | — | ( | — | ( | — | ( | |
Dividends | 18 | — | — | — | — | ( | ( | — | ( |
Distributions to non-controlling interest owners | — | — | — | — | — | — | ( | ( | |
Transactions with shareholders | $ | $ | $( | $( | $( | $( | $( | $( | |
Balance as of December 31, 2023 | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income (loss) | — | — | — | — | ( | ( | ( | ||
Other comprehensive income (loss) | — | — | — | — | ( | ( | — | ( | |
Total comprehensive income (loss) | $— | $— | $— | $— | $( | $( | $ | $( | |
Issuance of share capital (acquisition consideration) | 16 | — | — | — | — | ||||
Issuance of share capital (equity compensation) | — | — | — | ( | — | ||||
Issuance of EBT shares (equity compensation) | 16 | — | — | ( | — | — | — | ||
Repurchase of shares (EBT) | 16 | — | — | ( | — | — | ( | — | ( |
Repurchase of shares (share buyback program) | 16 | ( | — | ( | — | ( | — | ( | |
Dividends | 18 | — | — | — | — | ( | ( | — | ( |
Distributions to non-controlling interest owners | — | — | — | — | — | — | ( | ( | |
Transactions with shareholders | $ | $ | $( | $ | $( | $( | $( | $( | |
Balance as of December 31, 2024 | $ | $ | $( | $ | $( | $ | $ | $ |
102 |
Year Ended | ||||
Notes | December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Cash flows from operating activities: | ||||
Net income (loss) | $( | $ | $( | |
Cash flows from operations reconciliation: | ||||
Depreciation, depletion and amortization | 7 | |||
Accretion of asset retirement obligations | 19 | |||
Impairment of proved properties | 10 | |||
Income tax (benefit) expense | 8 | ( | ( | |
(Gain) loss on fair value adjustments of unsettled financial instruments | 13 | ( | ||
Asset retirement costs | 19 | ( | ( | ( |
(Gain) loss on natural gas and oil properties and equipment | 5,10,11 | ( | ( | ( |
(Gain) loss on sale of equity interest | 5 | ( | ||
Unrealized (gain) loss on investment | 5 | ( | ||
Gain on bargain purchases | 5 | ( | ||
Finance costs | 21 | |||
Loss on early retirement of debt | 21 | |||
Hedge modifications | 13 | ( | ||
Non-cash equity compensation | 17 | |||
Working capital adjustments: | ||||
Change in trade receivables and other current assets | ( | |||
Change in other non-current assets | ( | ( | ||
Change in trade and other payables and other current liabilities | ( | ( | ||
Change in other non-current liabilities | ( | ( | ||
Cash generated from operations | $ | $ | $ | |
Cash paid for income taxes | ( | ( | ( | |
Net cash provided by operating activities | $ | $ | $ | |
Cash flows from investing activities: | ||||
Consideration for business acquisitions, net of cash acquired | 5 | $ | $ | $( |
Consideration for asset acquisitions | 5 | ( | ( | ( |
Proceeds from divestitures | 5 | |||
Expenditures on natural gas and oil properties and equipment | 10,11 | ( | ( | ( |
Proceeds on disposals of natural gas and oil properties and equipment | 10,11 | |||
Deferred consideration payments | 5 | ( | ( | |
Contingent consideration payments | 24 | ( | ||
Net cash used in investing activities | $( | $( | $( | |
Cash flows from financing activities: | ||||
Repayment of borrowings | 21 | $( | $( | $( |
Proceeds from borrowings | 21 | |||
Prepayment charge on early retirement of debt | 21 | ( | ||
Cash paid for interest | 21 | ( | ( | ( |
Debt issuance costs | 21 | ( | ( | ( |
Decrease (increase) in restricted cash | 3 | ( | ( | |
Hedge modifications associated with ABS Notes | 13, 21 | ( | ( | |
Proceeds from equity issuance, net | 16 | |||
Proceeds from lease modifications | 20 | |||
Principal element of lease payments | 20 | ( | ( | ( |
Cancellation (settlement) of warrants, net | 16 | |||
Dividends to shareholders | 18 | ( | ( | ( |
Distributions to non-controlling interest owners | 3 | ( | ( | ( |
Repurchase of shares by the EBT | 16 | ( | ( | |
Repurchase of shares | 16 | ( | ( | ( |
Net cash used in financing activities | $( | $( | $( | |
Net change in cash and cash equivalents | ( | ( | ||
Cash and cash equivalents, beginning of period | ||||
Cash and cash equivalents, end of period | $ | $ | $ |
103 |
104 |
105 |
106 |
December 31, 2024 | December 31, 2023 | |
Cash restricted by asset-backed securitizations | $ | $ |
Other restricted cash | ||
Total restricted cash | $ | $ |
Classified as: | ||
Current asset | $ | $ |
Non-current asset | ||
Total | $ | $ |
107 |
Range in Years | |
Software | |
Other acquired intangibles(a) |
Range in Years | |
Buildings and leasehold improvements | |
Equipment | |
Motor vehicles | |
Midstream assets | |
Other property and equipment |
108 |
109 |
Standard | Amendment | Effective Date | ||
IAS 1 | Classification of Liabilities as Current or Non-Current and Non-Current Liabilities with Covenants | Annual periods beginning on or after January 1, 2024 |
Standard | Amendment | Effective Date | ||
IAS 21 | The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability | Annual periods beginning on or after January 1, 2025 | ||
IFRS 9 | Financial Instruments - Lessee Derecognition of Lease Liabilities | Annual periods beginning on or after January 1, 2026 | ||
IFRS 7 & IFRS 9 | Financial Instruments and Disclosures - Amendments to the Classification and Measurement of Financial Instruments | Annual periods beginning on or after January 1, 2026 | ||
IAS 7 | Statement of Cash Flows - Cost Method | Annual periods beginning on or after January 1, 2026 | ||
IFRS 18 | Presentation and Disclosures in Financial Statements - Primary Financial Statements | Annual periods beginning on or after January 1, 2027 | ||
IFRS 19 | Subsidiaries without Public Accountability: Disclosures - Disclosure Initiative - Subsidiaries without Public Accountability: Disclosures | Annual periods beginning on or after January 1, 2027 |
110 |
111 |
Consideration paid | |
Cash consideration | $ |
Value of shares issued as consideration | |
Total consideration | $ |
Net assets acquired | |
Natural gas and oil properties | $ |
Asset retirement obligations, asset portion | |
Property, plant and equipment | |
Asset retirement obligations, liability portion | ( |
Other current liabilities | ( |
Net assets acquired | $ |
Consideration paid | |
Cash consideration | $ |
Value of shares issued as consideration | |
Total consideration | $ |
Net assets acquired | |
Natural gas and oil properties | $ |
Asset retirement obligations, asset portion | |
Property, plant and equipment | |
Trade receivables, net | |
Asset retirement obligations, liability portion | ( |
Other current liabilities | ( |
Net assets acquired | $ |
112 |
Consideration paid | |
Cash consideration | $ |
Oaktree Seller's Note | |
Elimination of Oaktree liability | ( |
Total consideration | $ |
Net assets acquired | |
Natural gas and oil properties | $ |
Asset retirement obligations, asset portion | |
Property, plant and equipment | |
Restricted cash | |
Derivative financial instruments, net | |
Asset retirement obligations, liability portion | ( |
Borrowings | ( |
Other current liabilities | ( |
Net assets acquired | $ |
113 |
114 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Natural gas | $ | $ | $ |
NGLs | |||
Oil | |||
Total commodity revenue | $ | $ | $ |
Midstream | |||
Other(a) | |||
Total revenue | $ | $ | $ |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
LOE(a) | $ | $ | $ |
Production taxes(b) | |||
Midstream operating expenses(c) | |||
Transportation expenses(d) | |||
Total operating expenses | $ | $ | $ |
Depreciation and amortization | |||
Depletion | |||
Total depreciation, depletion and amortization | $ | $ | $ |
Employees, administrative costs and professional services(e) | |||
Costs associated with acquisitions(f) | |||
Other adjusting costs(g) | |||
Non-cash equity compensation(h) | |||
Total G&A | $ | $ | $ |
Recurring allowance for credit losses(i) | |||
Total expenses | $ | $ | $ |
Aggregate remuneration (including Directors): | |||
Wages and salaries | $ | $ | $ |
Payroll taxes | |||
Benefits | |||
Total employees and benefits expense | $ | $ | $ |
115 |
As of | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Number of production support employees, including Executive Directors | |||
Number of production employees | |||
Workforce |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Average workforce, including Executive Directors |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Executive Directors | |||
Salary | $ | $ | $ |
Taxable benefits(a) | |||
Benefit plan(b) | |||
Bonus(c) | |||
Long-term incentives(c) | |||
Total Executive Directors' remuneration | |||
Non-Executive Directors | |||
Fees | |||
Total Non-Executive Directors' remuneration | |||
Total remuneration | $ | $ | $ |
116 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Auditors' remuneration | |||
Fees payable to the Group’s external auditors and their associates for the audit of the consolidated financial statements(a) | $ | $ | $ |
Fees payable for the audit of the financial statements of the Company's subsidiaries(b) | |||
Audit-related assurance services(c) | |||
Other assurance services | |||
Total auditors' remuneration | $ | $ | $ |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Current income tax (benefit) expense | |||
Federal (benefit) expense | $( | $ | $( |
State (benefit) expense | |||
Foreign - UK (benefit) expense | |||
Total current income tax (benefit) expense | $( | $ | $ |
Deferred income tax (benefit) expense | |||
Federal (benefit) expense | $( | $ | $( |
State (benefit) expense | ( | ( | |
Foreign - UK (benefit) expense | ( | ( | |
Total deferred income tax (benefit) expense | $( | $ | $( |
Total income tax (benefit) expense | $( | $ | $( |
117 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Income (loss) before taxation | $( | $ | $( |
Income tax benefit (expenses) | ( | ||
Effective tax rate |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Expected tax at statutory U.S. federal income tax rate | |||
State income taxes, net of federal tax benefit | |||
Federal credits | |||
Other, net | ( | ||
Effective tax rate |
December 31, 2024 | December 31, 2023 | |
Deferred tax asset | ||
Asset retirement obligations | $ | $ |
Derivative financial instruments | ||
Allowance for doubtful accounts | ||
Net operating loss carryover | ||
Federal tax credits carryover | ||
163(j) interest expense limitation | ||
Total deferred tax asset | $ | $ |
Deferred tax liability | ||
Amortization and depreciation | $( | $( |
Investment in partnerships | ( | ( |
Other | ( | ( |
Total deferred tax liability | $( | $( |
Net deferred tax asset (liability) | $ | $ |
Balance sheet presentation | ||
Deferred tax asset | $ | $ |
Deferred tax liability | ( | ( |
Net deferred tax asset (liability) | $ | $ |
118 |
Opening Balance | Consolidated Statement of Comprehensive Income | Other(a) | Closing Balance | |
Asset retirement obligations | $ | $ | $ | $ |
Allowance for doubtful accounts | ( | |||
Net operating loss carryover | ||||
Federal tax credits carryover | ||||
Property, plant, and equipment and natural gas and oil properties | ( | ( | ( | |
Derivative financial instruments | ||||
Investment in partnerships | ( | ( | ||
163(j) interest expense limitation | ||||
Other | ( | ( | ( | |
Total deferred tax asset (liability) | $ | $ | $ | $ |
Opening Balance | Consolidated Statement of Comprehensive Income | Other(a) | Closing Balance | |
Asset retirement obligations | $ | $ | $ | $ |
Allowance for doubtful accounts | ||||
Net operating loss carryover | ( | |||
Federal tax credits carryover | ( | |||
Property, plant, and equipment and natural gas and oil properties | ( | ( | ||
Derivative financial instruments | ( | |||
Investment in partnerships | ( | ( | ||
163(j) interest expense limitation | ||||
Other | ( | ( | ( | |
Total deferred tax asset (liability) | $ | $( | $( | $ |
Opening Balance | Consolidated Statement of Comprehensive Income | Other(a) | Closing Balance | |
Asset retirement obligations | $ | $( | $ | $ |
Allowance for doubtful accounts | ||||
Net operating loss carryover | ( | |||
Federal tax credits carryover | ||||
Property, plant, and equipment and natural gas and oil properties | ( | ( | ||
Derivative financial instruments | ||||
Investment in partnerships | ( | ( | ( | |
163(j) interest expense limitation | ||||
Other | ||||
Total deferred tax asset (liability) | $ | $ | $ | $ |
119 |
Year Ended | ||||
Calculation | December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Net income (loss) attributable to Owners of Diversified Energy Company PLC | A | $( | $ | $( |
Weighted average shares outstanding - basic | B | |||
Dilutive impact of potential shares | ||||
Weighted average shares outstanding - diluted | C | |||
Earnings (loss) per share - basic | = A/B | $( | $ | $( |
Earnings (loss) per share - diluted | = A/C | $( | $ | $( |
Potentially dilutive shares(a) |
120 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Costs | |||
Beginning balance | $ | $ | $ |
Additions(a) | |||
Disposals(b) | ( | ( | ( |
Ending balance | $ | $ | $ |
Depletion and impairment | |||
Beginning balance | $( | $( | $( |
Depletion expense | ( | ( | ( |
Impairment | ( | ||
Ending balance | $( | $( | $( |
Net book value | $ | $ | $ |
Year Ended December 31, 2024 | ||||||
Buildings and Leasehold Improvements | Equipment | Motor Vehicles | Midstream Assets | Other Property and Equipment | Total | |
Costs | ||||||
Beginning balance | $ | $ | $ | $ | $ | $ |
Additions(a) | ||||||
Disposals | ( | ( | ( | ( | ( | ( |
Ending balance(b) | $ | $ | $ | $ | $ | $ |
Accumulated depreciation | ||||||
Beginning balance | $( | $( | $( | $( | $( | $( |
Period changes | ( | ( | ( | ( | ( | ( |
Disposals | ||||||
Ending balance | $( | $( | $( | $( | $( | $( |
Net book value | $ | $ | $ | $ | $ | $ |
121 |
Year Ended December 31, 2023 | ||||||
Buildings and Leasehold Improvements | Equipment | Motor Vehicles | Midstream Assets | Other Property and Equipment | Total | |
Costs | ||||||
Beginning balance | $ | $ | $ | $ | $ | $ |
Additions(a) | ||||||
Disposals | ( | ( | ( | ( | ( | |
Ending balance(b) | $ | $ | $ | $ | $ | $ |
Accumulated depreciation | ||||||
Beginning balance | $( | $( | $( | $( | $( | $( |
Period changes | ( | ( | ( | ( | ( | ( |
Disposals | ||||||
Ending balance | $( | $( | $( | $( | $( | $( |
Net book value | $ | $ | $ | $ | $ | $ |
Year Ended December 31, 2022 | ||||||
Buildings and Leasehold Improvements | Equipment | Motor Vehicles | Midstream Assets | Other Property and Equipment | Total | |
Costs | ||||||
Beginning balance | $ | $ | $ | $ | $ | $ |
Additions(a) | ||||||
Disposals | ( | ( | ( | ( | ( | |
Ending balance(b) | $ | $ | $ | $ | $ | $ |
Accumulated depreciation | ||||||
Beginning balance | $( | $( | $( | $( | $( | $( |
Period changes | ( | ( | ( | ( | ( | ( |
Disposals | ||||||
Ending balance | $( | $( | $( | $( | $( | $( |
Net book value | $ | $ | $ | $ | $ | $ |
122 |
Year Ended December 31, 2024 | |||
Software | Other Acquired Intangibles | Total | |
Costs | |||
Beginning balance | $ | $ | $ |
Additions(a) | |||
Disposals | ( | ( | ( |
Ending balance | $ | $ | $ |
Accumulated amortization | |||
Beginning balance | $( | $( | $( |
Period changes | ( | ( | ( |
Disposals | |||
Ending balance | $( | $( | $( |
Net book value | $ | $ | $ |
Year Ended December 31, 2023 | |||
Software | Other Acquired Intangibles | Total | |
Costs | |||
Beginning balance | $ | $ | $ |
Additions(a) | |||
Disposals | ( | ( | ( |
Ending balance | $ | $ | $ |
Accumulated amortization | |||
Beginning balance | $( | $( | $( |
Period changes | ( | ( | ( |
Disposals | |||
Ending balance | $( | $( | $( |
Net book value | $ | $ | $ |
Year Ended December 31, 2022 | |||
Software | Other Acquired Intangibles | Total | |
Costs | |||
Beginning balance | $ | $ | $ |
Additions(a) | |||
Disposals | |||
Ending balance | $ | $ | $ |
Accumulated amortization | |||
Beginning balance | $( | $( | $( |
Period changes | ( | ( | ( |
Disposals | |||
Ending balance | $( | $( | $( |
Net book value | $ | $ | $ |
123 |
Swaps: | When the Group sells a swap, it agrees to receive a fixed price for the contract while paying a floating market price to the counterparty; |
Collars: | Arrangements that include a fixed floor price (purchased put option) and a fixed ceiling price (sold call option) based on an index price have no net costs overall. At the contract settlement date, (1) when the index price is higher than the ceiling price, the Group pays the counterparty the difference between the index price and ceiling price, (2) when the index price is between the floor and ceiling prices, no payments are due from either party, and (3) when the index price is below the floor price, the Group will receive the difference between the floor price and the index price. Some collar arrangements may also include a sold put option with a strike price below the purchased put option. Known as a three- way collar, the structure operates similarly to the standard collar. However, when the index price settles below the sold put option, the Group pays the counterparty the difference between the index price and sold put option, effectively enhancing realized pricing by the difference between the price of the sold and purchased put options; |
Basis swaps: | Arrangements that guarantee a price differential for commodities from a specified delivery point. When the Group sells a basis swap, it receives a payment from the counterparty if the price differential exceeds the stated terms of the contract. Conversely, if the price differential is less than the stated terms, the Group pays the counterparty; |
Put options: | The Group purchases and sells put options in exchange for a premium. When the Group purchases a put option, it receives from the counterparty the excess amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is required from either party. Conversely, when the Group sells a put option, it pays the counterparty the excess amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is required from either party; |
Call options: | The Group purchases and sells call options in exchange for a premium. When the Group purchases a call option, it receives from the counterparty the excess amount (if any) by which the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required from either party. When the Group sells a call option, it pays the counterparty the excess amount (if any) by which the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required from either party; and |
Swaptions: | When the Group sells a swaption, the counterparty receives the option to enter into a swap contract at a specified price to be paid on the exercise date. If the counterparty exercises the swaption, the Group pays a floating market price to the counterparty and receives the fixed swap price from the counterparty. |
Natural Gas Contracts | Weighted Average Price per Mcfe(a) | |||||||
Volume | Sold | Purchased | Sold | Purchased | Basis | Fair Value at | ||
(Mmbtu) | Swaps | Puts | Puts | Calls | Calls | Differential | December 31, 2024 | |
2025 | ||||||||
Swaps | $ | $— | $— | $— | $— | $— | $( | |
Two-way collars | — | — | — | — | ||||
Three-way collars | — | — | — | ( | ||||
Stand-alone calls, net(b) | — | — | — | — | — | ( | ||
Basis swaps | — | — | — | — | — | ( | ( | |
2026 | ||||||||
Swaps | — | — | — | — | — | ( | ||
Two-way collars | — | — | — | — | ( | |||
Stand-alone calls, net(b) | — | — | — | — | — | ( | ||
Basis swaps | — | — | — | — | — | ( | ( | |
2027 | ||||||||
Swaps | — | — | — | — | — | ( | ||
Two-way collars | — | — | — | — | ||||
Stand-alone calls, net(b) | — | — | — | — | — | ( |
124 |
Natural Gas Contracts | Weighted Average Price per Mcfe(a) | |||||||
Volume | Sold | Purchased | Sold | Purchased | Basis | Fair Value at | ||
(Mmbtu) | Swaps | Puts | Puts | Calls | Calls | Differential | December 31, 2024 | |
Basis swaps | — | — | — | — | — | ( | ( | |
2028 | ||||||||
Swaps | — | — | — | — | — | ( | ||
Two-way collars | — | — | — | — | ||||
Stand-alone calls, net(b) | — | — | — | — | — | ( | ||
Purchased puts | — | — | — | — | — | |||
Sold puts | — | — | — | — | — | ( | ||
Basis swaps | — | — | — | — | — | ( | ( | |
2029 | ||||||||
Swaps | — | — | — | — | — | ( | ||
Two-way collars | — | — | — | — | ||||
Basis swaps | — | — | — | — | — | ( | ( | |
2030 | ||||||||
Swaps | — | — | — | — | — | ( | ||
Two-way collars | — | — | — | — | ||||
Three-way collars | — | — | — | ( | ||||
2031 | ||||||||
Two-way collars | — | — | — | — | ||||
Three-way collars | — | — | — | ( | ||||
2032 | ||||||||
Two-way collars | — | — | — | — | ( | |||
Three-way collars | — | — | — | ( | ||||
Swaptions | ||||||||
4/1/2026-3/31/2030(c) | — | — | — | — | — | ( | ||
4/1/2030-3/31/2032(d) | — | — | — | — | — | ( | ||
Total natural gas contracts | $( |
NGLs Contracts | Weighted Average Price per Bbl | |||
Volume | Sold | Fair Value at | ||
(MBbls) | Swaps | Calls | December 31, 2024 | |
2025 | ||||
Swaps | $ | $— | $( | |
Stand-alone calls | — | ( | ||
2026 | ||||
Swaps | — | ( | ||
Stand-alone calls | — | ( | ||
2027 | ||||
Swaps | — | ( | ||
2028 | ||||
Swaps | — | ( | ||
Total NGLs contracts | $( |
125 |
Oil Contracts | Weighted Average Price per Bbl | ||||
Volume | Purchased | Sold | Fair Value at | ||
(MBbls) | Swaps | Puts | Calls | December 31, 2024 | |
2025 | |||||
Swaps | $ | $— | $— | $( | |
Sold calls | — | — | ( | ||
2026 | |||||
Swaps | — | — | ( | ||
Sold calls | — | — | ( | ||
2027 | |||||
Swaps | — | — | ( | ||
Total oil contracts | $( |
Interest | Principal Hedged | Fair Value at | |
Fixed-Rate | December 31, 2024 | ||
SOFR Interest Rate Swap | $ | ||
Net fair value of derivative financial instruments as of December 31, 2024 | $( |
Derivative Financial Instruments | Consolidated Statement of Financial Position | December 31, 2024 | December 31, 2023 |
Assets: | |||
Non-current assets | Derivative financial instruments | $ | $ |
Current assets | Derivative financial instruments | ||
Total assets | $ | $ | |
Liabilities | |||
Non-current liabilities | Derivative financial instruments | $( | $( |
Current liabilities | Derivative financial instruments | ( | ( |
Total liabilities | $( | $( | |
Net assets (liabilities): | |||
Net assets (liabilities) - non-current | Other non-current assets (liabilities) | $( | $( |
Net assets (liabilities) - current | Other current assets (liabilities) | ( | |
Total net assets (liabilities) | $( | $( |
December 31, 2024 | |||
Presented without Effects of Netting | Effects of Netting | As Presented with Effects of Netting | |
Non-current assets | $ | $( | $ |
Current assets | ( | ||
Total assets | $ | $( | $ |
Non-current liabilities | ( | ( | |
Current liabilities | ( | ( | |
Total liabilities | $( | $ | $( |
Total net assets (liabilities) | $( | $ | $( |
126 |
December 31, 2023 | |||
Presented without Effects of Netting | Effects of Netting | As Presented with Effects of Netting | |
Non-current assets | $ | $( | $ |
Current assets | ( | ||
Total assets | $ | $( | $ |
Non-current liabilities | ( | ( | |
Current liabilities | ( | ( | |
Total liabilities | $( | $ | $( |
Total net assets (liabilities) | $( | $ | $( |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Net gain (loss) on commodity derivatives settlements(a) | $ | $ | $( |
Net gain (loss) on interest rate swaps(a) | ( | ( | |
Gain (loss) on foreign currency hedges(a) | ( | ||
Total gain (loss) on settled derivative instruments | $ | $ | $( |
Gain (loss) on fair value adjustments of unsettled financial instruments(b) | ( | ( | |
Total gain (loss) on derivative financial instruments | $( | $ | $( |
127 |
December 31, 2024 | December 31, 2023 | |
Commodity receivables(a) | $ | $ |
Other receivables(b) | ||
Total trade receivables | $ | $ |
Allowance for credit losses(c) | ( | ( |
Total trade receivables, net | $ | $ |
December 31, 2024 | December 31, 2023 | |
Other non-current assets | ||
Other non-current assets(a) | $ | $ |
Total other non-current assets | $ | $ |
Other current assets | ||
Prepaid expenses | $ | $ |
Inventory | ||
Total other current assets | $ | $ |
128 |
Number of Shares | Total Share Capital | Total Share Premium | |
Balance as of December 31, 2021 | $ | $ | |
Issuance of share capital (settlement of warrants) | |||
Issuance of share capital (equity compensation) | |||
Issuance of EBT shares (equity compensation) | |||
Repurchase of shares (EBT) | ( | ||
Repurchase of shares (share buyback program) | ( | ( | |
Balance as of December 31, 2022 | $ | $ | |
Issuance of share capital (equity placement) | |||
Issuance of EBT shares (equity compensation) | |||
Repurchase of shares (share buyback program) | ( | ( | |
Balance as of December 31, 2023 | $ | $ | |
Issuance of share capital (acquisition consideration) | |||
Issuance of EBT shares (equity compensation) | |||
Repurchase of shares (EBT) | ( | ||
Repurchase of shares (share buyback program) | ( | ( | |
Balance as of December 31, 2024 |
129 |
Number of Options(a) | Weighted Average Grant Date Fair Value per Share | |
Balance as of December 31, 2021 | $ | |
Exercised(b) | ( | |
Forfeited | ( | |
Balance as of December 31, 2022 | $ | |
Exercised(b) | ( | |
Forfeited | ( | |
Balance as of December 31, 2023 | $ | |
Exercised(b) | ||
Forfeited | ( | |
Balance as of December 31, 2024 | $ |
130 |
Number of Shares | Weighted Average Grant Date Fair Value per Share | |
Balance as of December 31, 2021 | $ | |
Granted | ||
Vested | ( | |
Forfeited | ( | |
Balance as of December 31, 2022 | $ | |
Granted | ||
Vested | ( | |
Forfeited | ( | |
Balance as of December 31, 2023 | $ | |
Granted | ||
Vested | ( | |
Forfeited | ( | |
Balance as of December 31, 2024 | $ |
Number of Shares | Weighted Average Grant Date Fair Value per Share | |
Balance as of December 31, 2021 | $ | |
Granted | ||
Forfeited | ( | |
Balance as of December 31, 2022 | $ | |
Granted | ||
Vested | ( | |
Forfeited | ( | |
Balance as of December 31, 2023 | $ | |
Granted | ||
Vested | ( | |
Forfeited | ( | |
Balance as of December 31, 2024 | $ |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Risk-free rate of interest | |||
Volatility(a) | |||
Correlation with comparator group range |
131 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Options | $ | $ | $( |
RSUs | |||
PSUs | |||
ESPP | |||
Total share-based compensation expense | $ | $ | $ |
Dividend per Share | Record Date | Pay Date | Shares Outstanding | Gross Dividends Paid | ||
Date Dividends Declared | USD | GBP | ||||
November 15, 2023 | $ | £ | March 1, 2024 | March 28, 2024 | $ | |
April 10, 2024 | $ | £ | May 24, 2024 | June 28, 2024 | ||
May 9, 2024 | $ | £ | August 30, 2024 | September 27, 2024 | ||
August 15, 2024 | $ | £ | November 29, 2024 | December 27, 2024 | ||
Paid during the year ended December 31, 2024 | $ | |||||
November 14, 2022 | $ | £ | March 3, 2023 | March 28, 2023 | $ | |
March 21, 2023 | $ | £ | May 26, 2023 | June 30, 2023 | ||
May 9, 2023 | $ | £ | September 1, 2023 | September 29, 2023 | ||
September 1, 2023 | $ | £ | December 1, 2023 | December 29, 2023 | ||
Paid during the year ended December 31, 2023 | $ | |||||
October 28, 2021 | $ | £ | March 4, 2022 | March 28, 2022 | $ | |
March 22, 2022 | $ | £ | May 27, 2022 | June 30, 2022 | ||
May 16, 2022 | $ | £ | September 2, 2022 | September 26, 2022 | ||
August 8, 2022 | $ | £ | November 25, 2022 | December 28, 2022 | ||
Paid during the year ended December 31, 2022 | $ |
132 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Balance at beginning of period | $ | $ | $ |
Additions(a) | |||
Accretion | |||
Asset retirement costs | ( | ( | ( |
Disposals(b) | ( | ( | |
Revisions to estimate(c) | ( | ||
Balance at end of period | $ | $ | $ |
Less: Current asset retirement obligations | |||
Non-current asset retirement obligations | $ | $ | $ |
ARO Sensitivity | Scenario 1(a) | Scenario 2(b) |
Discount rate | $( | $ |
Timing | ( | |
Cost | ( |
133 |
Present Value of Minimum Lease Payments | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Balance at beginning of period | $ | $ | $ |
Additions(a) | |||
Interest expense(b) | |||
Cash inflows(c) | |||
Cash outflows(d) | ( | ( | ( |
Balance at end of period | $ | $ | $ |
Classified as: | |||
Current liability | $ | $ | $ |
Non-current liability | |||
Total | $ | $ | $ |
Right-of-Use Assets | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Balance at beginning of period | $ | $ | $ |
Additions(a) | |||
Depreciation | ( | ( | ( |
Balance at end of period | $ | $ | $ |
Classified as: | |||
Motor vehicles | $ | $ | $ |
Midstream | |||
Buildings and leasehold improvements | |||
Total | $ | $ | $ |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Discount rates range |
134 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Not Later Than One Year | $ | $ | $ |
Later Than One Year and Not Later Than Five Years | |||
Later Than Five Years | |||
Total | $ | $ | $ |
December 31, 2024 | December 31, 2023 | |
Credit Facility (interest rate of | $ | $ |
Term Loan I (interest rate of | ||
Term Loan II (interest rate of | ||
ABS I Notes (interest rate of | ||
ABS II Notes (interest rate of | ||
ABS III Notes (interest rate of | ||
ABS IV Notes (interest rate of | ||
ABS V Notes (interest rate of | ||
ABS VI Notes (interest rate of | ||
ABS VIII Notes (interest rate of | ||
ABS IX Notes (interest rate of | ||
Other miscellaneous borrowings(c) | ||
Total borrowings | $ | $ |
Less: Current portion of long-term debt | ( | ( |
Less: Deferred financing costs | ( | ( |
Less: Original issue discounts | ( | ( |
Total non-current borrowings, net | $ | $ |
135 |
136 |
137 |
138 |
December 31, 2024 | December 31, 2023 | |
Not later than one year | $ | $ |
Later than one year and not later than five years | ||
Later than five years | ||
Total borrowings | $ | $ |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Interest expense, net of capitalized and income amounts(a) | $ | $ | $ |
Amortization of discount and deferred finance costs | |||
Other | |||
Total finance costs | $ | $ | $ |
139 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Term Loan I | $ | $ | |
ABS I Notes | $ | ||
ABS II Notes | |||
ABS III Notes | |||
ABS IV Notes | |||
ABS V Notes | |||
ABS VI Notes | |||
ABS VIII Notes | |||
ABS IX Notes | |||
Other miscellaneous borrowings(a) | |||
Total interest incurred on amortizing debt | $ | $ | $ |
As of | ||
December 31, 2024 | December 31, 2023 | |
Credit Facility(a) | $ | $ |
Term Loan I | ||
Term Loan II(a) | ||
ABS I Notes | ||
ABS II Notes | ||
ABS III Notes | ||
ABS IV Notes | ||
ABS V Notes | ||
ABS VI Notes | ||
ABS VIII Notes | ||
ABS IX Notes | ||
Other miscellaneous borrowings(a) | ||
Total fair value of outstanding debt | $ | $ |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
ABS I Notes | $ | $ | $ |
ABS VIII Notes | |||
ABS IX Notes | |||
Total excess cash flow payments | $ | $ | $ |
140 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Balance at beginning of period | $ | $ | $ |
Acquired as part of an acquisition | |||
Sale of equity interest | ( | ||
Proceeds from borrowings | |||
Repayments of borrowings | ( | ( | ( |
Costs incurred to secure financing | ( | ( | ( |
Amortization of discount and deferred financing costs | |||
Cash paid for interest | ( | ( | ( |
Finance costs and other | |||
Balance at end of period | $ | $ | $ |
December 31, 2024 | December 31, 2023 | |
Trade payables | $ | $ |
Other payables | ||
Total trade and other payables | $ | $ |
December 31, 2024 | December 31, 2023 | |
Other non-current liabilities | ||
Other non-current liabilities | $ | $ |
Total other non-current liabilities | $ | $ |
Other current liabilities | ||
Accrued expenses(a) | $ | $ |
Net revenue clearing(b) | ||
Asset retirement obligations - current | ||
Revenue to be distributed(c) | ||
Total other current liabilities | $ | $ |
141 |
Level 1: | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | ||
Level 2: | Inputs (other than quoted prices included in Level 1) can include the following: |
Level 3: | Unobservable inputs which reflect the Directors’ best estimates of what market participants would use in pricing the asset or liability at the measurement date. |
142 |
December 31, 2024 | December 31, 2023 | |
Cash and cash equivalents | $ | $ |
Trade receivables, net | ||
Other non-current assets | ||
Other non-current liabilities(a) | ( | ( |
Other current liabilities(b) | ( | ( |
Derivative financial instruments at fair value | ( | ( |
Leases | ( | ( |
Borrowings | ( | ( |
Total | $( | $( |
December 31, 2024 | December 31, 2023 | |||
Borrowings | Interest Rate(a) | Borrowings | Interest Rate(a) | |
ABS Notes, Term Loan I, & other(b) | $ | $ | ||
Credit Facility & Term Loan II | $ | $ |
Credit Facility & Term Loan II Interest Rate Sensitivity | December 31, 2024 | December 31, 2023 |
+100 Basis Points | $ | $ |
-100 Basis Points | $( | $( |
143 |
Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years | ||
Total | ||||
For the year ended December 31, 2024 | ||||
Trade and other payables | $ | $ | $ | $ |
Borrowings | ||||
Leases | ||||
Other liabilities(a) | ||||
Total | $ | $ | $ | $ |
For the year ended December 31, 2023 | ||||
Trade and other payables | $ | $ | $ | $ |
Borrowings | ||||
Leases | ||||
Other liabilities(a) | ||||
Total | $ | $ | $ | $ |
144 |
Natural gas (MMcf) | |
2025 | |
2026 | |
2027 | |
Thereafter |
Description | Footnote |
Acquisitions & Divestitures | Note 5 |
Share Capital | Note 16 |
Dividends | Note 18 |
Borrowings | Note 21 |
145 |
Natural Gas | NGLs | Oil | Total | |
(MMcf) | (MBbls) | (MBbls) | (MMcfe) | |
December 31, 2021 | 4,009,037 | 89,080 | 14,252 | 4,629,029 |
Revisions of previous estimates(a) | 306,696 | 11,694 | 492 | 379,812 |
Extensions, discoveries and other additions | 13,098 | 1 | 37 | 13,326 |
Production | (255,597) | (5,200) | (1,554) | (296,121) |
Purchase of reserves in place(b) | 281,345 | 6,356 | 1,927 | 331,043 |
Sales of reserves in place(c) | (4,968) | — | (324) | (6,912) |
December 31, 2022 | 4,349,611 | 101,931 | 14,830 | 5,050,177 |
Revisions of previous estimates(a) | (658,917) | 153 | (230) | (659,379) |
Extensions, discoveries and other additions | 712 | — | 50 | 1,012 |
Production | (256,378) | (5,832) | (1,377) | (299,632) |
Purchase of reserves in place(b) | 105,713 | 2,592 | 923 | 126,803 |
Sales of reserves in place(c) | (340,697) | (3,143) | (1,580) | (369,035) |
December 31, 2023 | 3,200,044 | 95,701 | 12,616 | 3,849,946 |
Revisions of previous estimates(a) | (212,056) | 11,305 | 6,215 | (106,936) |
Extensions, discoveries and other additions | 897 | 32 | 33 | 1,287 |
Production | (244,298) | (5,980) | (1,568) | (289,586) |
Purchase of reserves in place(b) | 151,210 | 2,413 | 1,228 | 173,056 |
Sales of reserves in place(c) | (178) | — | — | (178) |
December 31, 2024 | 2,895,619 | 103,471 | 18,524 | 3,627,589 |
146 |
Natural Gas | NGLs | Oil | Total | |
(MMcf) | (MBbls) | (MBbls) | (MMcfe) | |
Total proved reserves as of: | ||||
December 31, 2022 | 4,349,611 | 101,931 | 14,830 | 5,050,177 |
December 31, 2023 | 3,200,044 | 95,701 | 12,616 | 3,849,946 |
December 31, 2024 | 2,895,619 | 103,471 | 18,524 | 3,627,589 |
Total proved developed reserves as of: | ||||
December 31, 2022 | 4,340,779 | 101,931 | 14,830 | 5,041,345 |
December 31, 2023 | 3,184,499 | 94,391 | 12,380 | 3,825,125 |
December 31, 2024 | 2,895,619 | 103,471 | 18,524 | 3,627,589 |
Total proved undeveloped reserves as of: | ||||
December 31, 2022 | 8,832 | — | — | 8,832 |
December 31, 2023 | 15,545 | 1,310 | 236 | 24,821 |
December 31, 2024 | — | — | — | — |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Proved properties | $3,819,192 | $3,206,739 | $3,062,463 |
Unproved properties | — | — | — |
Total capitalized costs | 3,819,192 | 3,206,739 | 3,062,463 |
Less: Accumulated depreciation, depletion and amortization | (913,490) | (716,364) | (506,655) |
Net capitalized costs | $2,905,702 | $2,490,375 | $2,555,808 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Proved properties | $469,400 | $78,582 | $260,817 |
Unproved properties | — | — | — |
Total property acquisition costs | 469,400 | 78,582 | 260,817 |
Total exploration and development costs | 4,587 | 10,923 | 19,670 |
Capitalized interest | — | — | — |
Total costs | $473,987 | $89,505 | $280,487 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Commodity revenue | $732,259 | $802,399 | $1,873,011 |
Operating expense | (339,086) | (349,478) | (365,325) |
Depreciation, depletion, amortization & accretion | (284,048) | (248,098) | (248,060) |
Results of operations | 109,125 | 204,823 | 1,259,626 |
Income tax expense | (23,135) | (49,362) | (282,156) |
Results of operations, net of income tax expense | $85,990 | $155,461 | $977,470 |
147 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Natural gas (Mcf) | $1.83 | $2.49 | $6.29 |
NGLs (Bbls) | 20.02 | 21.59 | 43.68 |
Oil (Bbls) | 74.76 | 71.89 | 94.01 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Future cash inflows | $8,600,093 | $10,900,742 | $32,155,117 |
Future production costs | (4,497,171) | (5,345,117) | (8,923,660) |
Future development costs(a) | (2,655,256) | (1,937,293) | (1,902,297) |
Future income tax expense | (303,892) | (653,216) | (5,001,823) |
Future net cash flows | 1,143,774 | 2,965,116 | 16,327,337 |
10% annual discount for estimated timing of cash flows | 253,147 | (1,219,580) | (9,584,237) |
Standardized Measure | $1,396,921 | $1,745,536 | $6,743,100 |
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Standardized Measure, beginning of year | $1,745,536 | $6,743,100 | $3,333,091 |
Sales and transfers of natural gas and oil produced, net of production costs | (374,104) | (431,629) | (1,498,272) |
Net changes in prices and production costs | (804,229) | (5,850,625) | 5,137,373 |
Extensions, discoveries, and other additions, net of future production and development costs | (77,393) | (13,682) | 28,038 |
Acquisition of reserves in place | 407,175 | 122,613 | 555,773 |
Divestiture of reserves in place | (27) | (377,097) | (8,303) |
Revisions of previous quantity estimates | (344) | (1,224,544) | 702,585 |
Net change in income taxes | 199,303 | 1,688,208 | (1,378,438) |
Changes in estimated future development costs | — | — | 22,085 |
Previously estimated development costs incurred during the year | 12,676 | — | 7,711 |
Changes in production rates (timing) and other | 56,610 | 206,646 | (562,245) |
Accretion of discount | 231,718 | 882,546 | 403,702 |
Standardized Measure, end of year | $1,396,921 | $1,745,536 | $6,743,100 |
148 |
149 |
Countries | Taxes | Royalties | Total |
United Kingdom | $— | $— | $— |
United States | 86,049 | 2,735 | 88,784 |
Total | $86,049 | $2,735 | $88,784 |
Governments | Taxes | Royalties | Total |
Oil and Gas Authority | $— | $— | $— |
HM Revenue and Customs | — | — | — |
The Crown Estate Scotland | — | — | — |
Total | $— | $— | $— |
Governments | Taxes | Royalties | Total |
Commonwealth of Pennsylvania | $3,977 | $— | $3,977 |
Commonwealth of Virginia | 1,661 | — | 1,661 |
Internal Revenue Service | 18,799 | — | 18,799 |
Office of Natural Resources Revenue | — | 1,427 | 1,427 |
State of Alabama | 114 | — | 114 |
State of Kentucky | 10,585 | — | 10,585 |
State of Louisiana | 8,520 | — | 8,520 |
State of Ohio | 2,168 | — | 2,168 |
State of Oklahoma | 8,906 | 1,089 | 9,995 |
State of Tennessee | 185 | — | 185 |
State of Texas | 17,920 | 219 | 18,139 |
State of West Virginia | 13,214 | — | 13,214 |
Total | $86,049 | $2,735 | $88,784 |
150 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Net income (loss) | $(87,001) | $759,701 | $(620,598) |
Finance costs | 137,643 | 134,166 | 100,799 |
Accretion of asset retirement obligations | 30,868 | 26,926 | 27,569 |
Other (income) expense(a) | (1,257) | (385) | (269) |
Income tax (benefit) expense | (136,951) | 240,643 | (178,904) |
Depreciation, depletion and amortization | 256,484 | 224,546 | 222,257 |
(Gain) loss on bargain purchases | — | — | (4,447) |
(Gain) loss on fair value adjustments of unsettled financial instruments | 189,030 | (905,695) | 861,457 |
(Gain) loss on natural gas and oil properties and equipment(b) | 15,308 | 4,014 | 93 |
(Gain) loss on sale of equity interest | 7,375 | (18,440) | — |
Unrealized (gain) loss on investment | 4,013 | (4,610) | — |
Impairment of proved properties(c) | — | 41,616 | — |
Costs associated with acquisitions | 11,573 | 16,775 | 15,545 |
Other adjusting costs(d) | 22,375 | 17,794 | 69,967 |
Loss on early retirement of debt | 14,753 | — | — |
Non-cash equity compensation | 8,286 | 6,494 | 8,051 |
(Gain) loss on foreign currency hedge | — | 521 | — |
(Gain) loss on interest rate swap | (190) | 2,722 | 1,434 |
Total adjustments | $559,310 | $(212,913) | $1,123,552 |
Adjusted EBITDA | $472,309 | $546,788 | $502,954 |
Pro forma adjusted EBITDA(e) | $548,570 | $553,252 | $574,414 |
151 |
As of | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Total debt(a) | $1,693,242 | $1,276,627 | $1,440,329 |
LESS: Cash | 5,990 | 3,753 | 7,329 |
LESS: Restricted cash(b) | 46,269 | 36,252 | 55,388 |
Net debt | $1,640,983 | $1,236,622 | $1,377,612 |
Adjusted EBITDA | $472,309 | $546,788 | $502,954 |
Pro forma adjusted EBITDA(c) | $548,570 | $553,252 | $574,414 |
Net debt-to-pro forma adjusted EBITDA(d) | 3.0x | 2.2x | 2.4x |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Total revenue | $794,841 | $868,263 | $1,919,349 |
Net gain (loss) on commodity derivative instruments(a) | 151,289 | 178,064 | (895,802) |
Total revenue, inclusive of settled hedges | $946,130 | $1,046,327 | $1,023,547 |
Adjusted EBITDA | $472,309 | $546,788 | $502,954 |
Adjusted EBITDA margin | 50% | 52% | 49% |
152 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Net cash provided by operating activities | $345,663 | $410,132 | $387,764 |
LESS: Expenditures on natural gas and oil properties and equipment | (52,100) | (74,252) | (86,079) |
LESS: Cash paid for interest | (123,141) | (116,784) | (83,958) |
Free cash flow | $170,422 | $219,096 | $217,727 |
Year Ended | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
Total production (MMcfe) | 289,586 | 299,632 | 296,121 |
Total operating expense | $428,902 | $440,562 | $445,893 |
Employees, administrative costs and professional services | 86,885 | 78,659 | 77,172 |
Recurring allowance for credit losses | 101 | 8,478 | — |
Adjusted operating cost | $515,888 | $527,699 | $523,065 |
Adjusted operating cost per Mcfe | $1.78 | $1.76 | $1.77 |
As of | |||
December 31, 2024 | December 31, 2023 | December 31, 2022 | |
SEC Pricing(a) | |||
PV-10 | |||
Pre-tax (Non-GAAP)(b) | $1,591,772 | $2,139,690 | $8,825,462 |
PV of taxes | (194,851) | (394,154) | (2,082,362) |
Standardized Measure | $1,396,921 | $1,745,536 | $6,743,100 |
153 |
Directors | David E. Johnson (Non-Executive Chairman (Independent upon appointment)) Martin K. Thomas (Non-Executive Vice Chairman) Rusty Hutson, Jr. (Chief Executive Officer) David J. Turner, Jr. (Independent Non-Executive Director) Sandra M. Stash (Independent Non-Executive Director) Kathryn Z. Klaber (Independent Non-Executive Director) Sylvia Kerrigan (Senior Independent Non-Executive Director) (for the entirety of 2024 through January 24, 2025) | |
Registered Number | 09156132 (England and Wales) | |
Registered Office | 4th floor Phoenix House 1 Station Hill Reading, Berkshire, RG1 1NB United Kingdom | |
Headquarters | 1600 Corporate Drive Birmingham, Alabama 35242 United States | |
Company Secretary | Apex Secretaries LLP 6th Floor 140 London Wall London EC2V 5DN United Kingdom | |
Independent Auditors, United Kingdom | PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom | |
Independent Registered Public Accounting Firm, United States | PricewaterhouseCoopers LLP 569 Brookwood Village #851 Birmingham, AL 35209 United States | |
Legal Advisor, United Kingdom | Latham & Watkins (London) LLP 99 Bishopsgate London ECM2 3XF United Kingdom | |
Legal Advisor, United States | Gibson, Dunn & Crutcher LLP 811 Main Street Suite 3000 Houston, TX 77002 | |
Competent Person | Netherland, Sewell & Associates, Inc. 2100 Ross Avenue, Suite 2200 Dallas, Texas 75201 United States | |
Share Registrar | ComputerShare Investor Services PLC The Pavilions, Bridgewater Road Bristol, BS13 8AE United Kingdom | |
Brokers | Tennyson Securities 23rd Floor, 20 Fenchurch Street London EC3M 3BY United Kingdom Stifel Nicolaus Europe Limited 150 Cheapside London, EC2V 6ET United Kingdom | Peel Hunt LLP 7th Floor, 100 Liverpool Street London EC2M 2AT United Kingdom |
154 |
155 |
156 |
157 |
158 |
159 |
160 |
161 |
162 |
Exhibit No. | Incorporated by reference | ||||
Description | Form | Exhibit | Filing Date | ||
1.1 | (c) | F1 File No. 333-281669 | 3.1 | 8/20/2024 | |
2.1 | (c) | 20FR12B File No. 001-41870 | 2.1 | 11/16/2023 | |
4.1 | (c)(e)(f) | 20FR12B File No. 001-41870 | 4.28 | 11/16/2023 | |
4.2 | (c)(e)(f) | 20FR12B File No. 001-41870 | 4.30 | 11/16/2023 | |
4.3 | (c)(e)(f) | 20FR12B/A File No. 001-41870 | 4.31 | 12/8/2023 | |
4.4 | (c)(e)(f) | F1 File No. 333-281669 | 4.8 | 8/20/2024 | |
4.5 | (a)(f) | ||||
4.6 | (c) | F1 File No. 333-281669 | 10.29 | 8/20/2024 | |
4.7 | (c) | F1 File No. 333-281669 | 10.32 | 8/20/2024 | |
4.8 | (c)(d) | 20FR12B File No. 001-41870 | 4.31 | 11/16/2023 | |
4.9 | (c)(d) | 20FR12B File No. 001-41870 | 4.32 | 11/16/2023 | |
4.10 | (c) | 20FR12B File No. 001-41870 | 4.33 | 11/16/2023 | |
4.11 | (c) | 20FR12B File No. 001-41870 | 4.34 | 11/16/2023 | |
4.12 | (a) | ||||
4.13 | (a)(f) | ||||
4.14 | (a) | ||||
4.15 | (a) | ||||
4.16 | (a)(f) | ||||
4.17 | (c)(f) | 6-K File No. 001-41870 | 99.1 | 1/27/2025 | |
8.1 | (a) | ||||
11.2 | (a) | ||||
12.1 | (a) |
163 |
Exhibit No. | Incorporated by reference | ||||
Description | Form | Exhibit | Filing Date | ||
13.1 | (b) | ||||
15.1 | (a) | ||||
15.2 | (a) | ||||
15.3 | (a) | ||||
97.1 | (c) | 20F File No. 001-41870 | 99.1 | 03/19/2024 | |
101 | Inline XBRL data files. | ||||
104 | Cover page inline interactive data file (formatted as Inline XBRL and contained in Exhibit 101). |
164 |