Diversified Energy Co PLC
For the period ended Dec 31, 2023. Filed Mar 19, 2024.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Mar 19, 2024
Contents
Alternative Performance Measures
(Unaudited)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND
PER UNIT DATA)
We use APMs to improve the comparability of information
between reporting periods and to more accurately evaluate
cash flows, either by adjusting for uncontrollable or
transactional factors that are not comparable period-over-
period, or by aggregating measures, to aid the users of this
Annual Report & Form 20-F in understanding the activity
taking place across the Group. APMs are used by the
Directors for planning and reporting and should not be
considered an IFRS replacement. The measures are also
used in discussions with the investment analyst community
and credit rating agencies.
Adjusted EBITDA
As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. adjusted EBITDA
includes adjusting for items that are not comparable period-over-period, namely, accretion of asset retirement obligation,
other (income) expense, loss on joint and working interest owners receivable, (gain) loss on bargain purchases, (gain) loss on
fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, costs
associated with acquisitions, other adjusting costs, non-cash equity compensation, (gain) loss on foreign currency hedge, net
(gain) loss on interest rate swaps and items of a similar nature.
Adjusted EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or
cash flows provided by operating, investing and financing activities. However, we believe such measure is useful to an investor
in evaluating our financial performance because it (1) is widely used by investors in the natural gas and oil industry as an
indicator of underlying business performance; (2) helps investors to more meaningfully evaluate and compare the results of
our operations from period to period by removing the often-volatile revenue impact of changes in the fair value of derivative
instruments prior to settlement; (3) is used in the calculation of a key metric in one of our Credit Facility financial covenants;
and (4) is used by us as a performance measure in determining executive compensation. When evaluating this measure, we
believe investors also commonly find it useful to evaluate this metric as a percentage of our total revenue, inclusive of settled
hedges, producing what we refer to as our adjusted EBITDA margin.
| Year Ended | |||
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Net income (loss) | $759,701 | $(620,598) | $(325,206) |
| Finance costs | 134,166 | 100,799 | 50,628 |
| Accretion of asset retirement obligations | 26,926 | 27,569 | 24,396 |
| Other (income) expense | (385) | (269) | 8,812 |
| Income tax (benefit) expense | 240,643 | (178,904) | (225,694) |
| Depreciation, depletion and amortization | 224,546 | 222,257 | 167,644 |
| (Gain) loss on bargain purchases | — | (4,447) | (58,072) |
| (Gain) loss on fair value adjustments of unsettled financial instruments | (905,695) | 861,457 | 652,465 |
| (Gain) loss on natural gas and oil properties and equipment(a) | 20 | 93 | 901 |
| (Gain) loss on sale of equity interest | (18,440) | — | — |
| Unrealized (gain) loss on investment | (4,610) | — | — |
| Impairment of proved properties | 41,616 | — | — |
| Costs associated with acquisitions | 16,775 | 15,545 | 27,743 |
| Other adjusting costs(b) | 17,794 | 69,967 | 10,371 |
| Non-cash equity compensation | 6,494 | 8,051 | 7,400 |
| (Gain) loss on foreign currency hedge | 521 | — | 1,227 |
| (Gain) loss on interest rate swap | 2,722 | 1,434 | 530 |
| Total adjustments | $(216,907) | $1,123,552 | $668,351 |
| Adjusted EBITDA | $542,794 | $502,954 | $343,145 |
(a)Excludes$24.2 million and$2 million in proceeds received for leasehold sales during the years ended December 31, 2023 and 2022.
| Strategic Report | Corporate Governance | Group Financial Statements | Additional Information | 233 |
|---|
(b)Other adjusting costs for theyear ended December 31, 2023 were primarily associated with legal and professional fees related to the U.S.
listing, legal fees for certain litigation, and expenses associated with unused firm transportation agreements. Other adjusting costs for the
year ended December 31, 2022 primarily consisted of$28 million in contract terminations which may allow the Group to obtain more
favorable pricing in the future and$31 million in costs associated with deal breakage and/or sourcing costs for acquisitions.
Net Debt
As used herein, net debt represents total debt as recognized on the balance sheet less cash and restricted cash. Total debt
includes our borrowings under the Credit Facility and borrowings under or issuances of, as applicable, our subsidiaries’
securitization facilities. We believe net debt is a useful indicator of our leverage and capital structure.
Net Debt-to-Adjusted EBITDA
As used herein, net debt-to-adjusted EBITDA, or “leverage” or “leverage ratio,” is measured as net debt divided by adjusted
EBITDA. We believe that this metric is a key measure of our financial liquidity and flexibility and is used in the calculation of a
key metric in one of our Credit Facility financial covenants.
| As of | |||
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Credit Facility | $159,000 | $56,000 | $570,600 |
| ABS I Notes | 100,898 | 125,864 | 155,266 |
| ABS II Notes | 125,922 | 147,458 | 169,320 |
| ABS III Notes | 274,710 | 319,856 | — |
| ABS IV Notes | 99,951 | 130,144 | — |
| ABS V Notes | 290,913 | 378,796 | — |
| ABS VI Notes | 159,357 | 212,446 | — |
| Term Loan I | 106,470 | 120,518 | 137,099 |
| Other | 7,627 | 7,084 | 9,380 |
| Total debt | $1,324,848 | $1,498,166 | $1,041,665 |
| LESS: Cash | 3,753 | 7,329 | 12,558 |
| LESS: Restricted cash | 36,252 | 55,388 | 19,102 |
| Net debt | $1,284,843 | $1,435,449 | $1,010,005 |
| Adjusted EBITDA | $542,794 | $502,954 | $343,145 |
| Pro forma adjusted EBITDA(a) | $549,258 | $574,414 | $490,978 |
| Net debt-to-pro forma adjusted EBITDA(b) | 2.3x | 2.5x | 2.1x |
(a)Pro forma adjusted EBITDA includes adjustments for theyear ended December 31, 2023 for the Tanos II Acquisition to pro forma its results
for the full twelve months of operations. Similar adjustments were made for theyear ended December 31, 2022 for the East Texas Assets and
ConocoPhillips acquisitions.
(b)Does not include adjustments for working capital which are often customary in the market.
Total Revenue, Inclusive of Settled Hedges
As used herein, total revenue, inclusive of settled hedges, includes the impact of derivatives settled in cash. We believe that
total revenue, inclusive of settled hedges is a useful because it enables investors to discern our realized revenue after adjusting
for the settlement of derivative contracts.
Adjusted EBITDA Margin
As used herein, adjusted EBITDA margin is measured as adjusted EBITDA, as a percentage of total revenue, inclusive of settled
hedges. adjusted EBITDA margin includes the direct operating cost and the portion of general and administrative cost it takes
to produce each Mcfe. This metric includes operating expense, employees, administrative costs and professional services and
recurring allowance for credit losses, which include fixed and variable costs components. We believe that adjusted EBITDA
margin is a useful measure of our profitability and efficiency as well as our earnings quality because it measures the Group on a
more comparable basis period-over-period, given we are often involved in transactions that are not comparable
between periods.
| Year Ended | |||
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Total revenue | $868,263 | $1,919,349 | $1,007,561 |
| Net gain (loss) on commodity derivative instruments(a) | 178,064 | (895,802) | (320,656) |
| Total revenue, inclusive of settled hedges | $1,046,327 | $1,023,547 | $686,905 |
| Adjusted EBITDA | $542,794 | $502,954 | $343,145 |
| Adjusted EBITDA margin | 52% | 49% | 50% |
(a)Net gain (loss) on commodity derivative settlements represents cash (paid) or received on commodity derivative contracts. This excludes
settlements on foreign currency and interest rate derivatives as well as the gain (loss) on fair value adjustments for unsettled financial
instruments for each of the periods presented.
Free Cash Flow
As used herein, free cash flow represents net cash provided by operating activities less expenditures on natural gas and oil
properties and equipment and cash paid for interest. We believe that free cash flow is a useful indicator of our ability to
generate cash that is available for activities other than capital expenditures. The Directors believe that free cash flow provides
investors with an important perspective on the cash available to service debt obligations, make strategic acquisitions and
investments and pay dividends.
| Year Ended | |||
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Net cash provided by operating activities | $410,132 | $387,764 | $320,182 |
| LESS: Expenditures on natural gas and oil properties and equipment | (74,252) | (86,079) | (50,175) |
| LESS: Cash paid for interest | (116,784) | (83,958) | (42,673) |
| Free cash flow | $219,096 | $217,727 | $227,334 |
Adjusted Operating Cost per Mcfe
Adjusted operating cost per Mcfe is a metric that allows us to measure the direct operating cost and the portion of general
and administrative cost it takes to produce each Mcfe. This metric, similar to adjusted EBITDA margin, includes operating
expense employees, administrative costs and professional services and recurring allowance for credit losses, which include
fixed and variable cost components.
Employees, administrative costs and professional services
As used herein, employees, administrative costs and professional services represents total administrative expenses excluding
cost associated with acquisitions, other adjusting costs and non-cash expenses. We use employees, administrative costs and
professional services because this measure excludes items that affect the comparability of results or that are not indicative of
trends in the ongoing business.
| Year Ended | |||
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Total production (MMcfe) | 299,632 | 296,121 | 259,543 |
| Total operating expense | $440,562 | $445,893 | $291,213 |
| Employees, administrative costs and professional services | 78,659 | 77,172 | 56,812 |
| Recurring allowance for credit losses | 8,478 | — | (4,265) |
| Adjusted operating cost | $527,699 | $523,065 | $343,760 |
| Adjusted operating cost per Mcfe | $1.76 | $1.77 | $1.32 |
| Strategic Report | Corporate Governance | Group Financial Statements | Additional Information | 235 |
|---|
PV-10
PV-10 is a non-IFRS measure because it excludes the effects of applicable income tax. The Directors believe that the
presentation of the non-IFRS financial measure of PV-10 provides useful information to investors because it is widely used by
professional analysts and sophisticated investors in evaluating natural gas and oil companies. PV-10 is not a measure of
financial or operating performance under IFRS. PV-10 should not be considered as an alternative to the standardized measure
as defined under IFRS. Refer to Supplemental Natural Gas and Oil Information for a reconciliation of PV-10 to the
standardized measure of discounted future net cash flows, its most directly comparable IFRS measure. PV-10 differs from the
standardized measure of discounted future net cash flows because it does not include the effects of income taxes. Neither
PV-10 nor the standardized measure represents an estimate of fair market value of our natural gas and oil properties.
| As of | |||
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| SEC Pricing(a) | |||
| Pre-tax (Non-GAAP)(b) | $2,139,690 | $8,825,462 | $4,037,016 |
| PV of Taxes | (394,154) | (2,082,362) | (703,925) |
| Standardized Measure | $1,745,536 | $6,743,100 | $3,333,091 |
(a)Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with
SEC guidance. For natural gas volumes, the average Henry Hub spot price of$2.64,$6.36 and$3.60 per MMBtu as of December 31, 2023,
2022 and 2021, respectively, was adjusted for gravity, quality, local conditions, gathering and transportation fees, and distance from market.
For NGLs and oil volumes, the average WTI price of$78.21,$94.14 and$66.55 per Bbl as of December 31, 2023,2022 and 2021, respectively,
was similarly adjusted for gravity, quality, local conditions, gathering and transportation, fees and distance from market. All prices are held
constant throughout the lives of the properties.
(b)The PV-10 of our proved reserves as of December 31, 2023,2022 and 2021 was prepared without giving effect to taxes or hedges. PV-10 is a
non-GAAP and non-IFRS financial measure and generally differs from Standardized Measure, the most directly comparable GAAP measure,
because it does not include the effects of income taxes on future net cash flows. We believe that the presentation of PV-10 is relevant and
useful to our investors as supplemental disclosure to the Standardized Measure because it presents the discounted future net cash flows
attributable to our reserves prior to taking into account future corporate income taxes and our current tax structure. While the Standardized
Measure is free cash dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors
that are consistent for all companies. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to
evaluate estimated net cash flows from proved reserves on a more comparable basis. Investors should be cautioned that neither PV-10 nor
the Standardized Measure represents an estimate of the fair market value of our proved reserves.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.