|
Exhibit
No.
|
|
Description
|
|
|
First Quarter 2025 Trading Statement.
|
|
|
|
First Quarter 2025 Dividend Declaration.
|
|
|
Diversified Energy Company plc
|
|
|
|
|
|
|
May 12, 2025
|
By:
|
/s/ Bradley G. Gray
|
|
Date
|
|
Bradley G. Gray
|
|
|
|
President & Chief Financial Officer
|
|
|
• |
Closed transformational and accretive acquisition of Maverick Natural Resources
|
|
|
◦ |
Approximately doubling revenues and free cash flow
|
|
|
• |
Strengthened balance sheet and increased liquidity
|
|
|
◦ |
Credit facility borrowing base of $900 million with $451 million of current undrawn capacity and unrestricted cash; current leverage ratio of ~2.7x
|
|
|
• |
Retired $51 million of debt principal through amortizing debt payments during Q1 2025
|
|
|
• |
Returned over $59 million year-to-date to shareholders through dividends and share repurchases(a)
|
|
|
◦ |
Declared 1Q25 dividend of $0.29 per share
|
|
|
◦ |
Repurchased ~1.5 million shares year-to-date in 2025, representing ~$19 million of share buybacks(a)
|
|
|
• |
Advantageously added natural gas hedge volumes in 2026 through 2029 during recent strength in forward curve
|
|
|
• |
On track to exceed $40 million in targeted land sales during the first half of 2025
|
|
|
• |
Realized additional Coal Mine Methane (CMM) alternative energy credits with acquired assets from Summit Natural Resources
|
|
|
• |
Next LvL Energy collaborated with the State of West Virginia regulatory agencies to modernize well retirement procedures using a method that is environmentally sound, safe, and cost-effective
|
|
|
• |
Full field level integration anticipated by the end of the second quarter with technology, and administrative integration anticipated by the end of the third quarter 2025
|
|
|
• |
On track to exceed the annualized synergy target of over $50 million
|
|
|
◦ |
High-graded staffing and reduced redundancies to capture efficiencies and cost savings
|
|
|
◦ |
Contract savings providing impacts in compression and chemicals
|
|
|
• |
March 2025 exit rate of 1,149 MMcfepd (192 Mboepd)(b)
|
|
|
◦ |
Recorded average 1Q25 production of 864 MMcfepd (144 Mboepd)
|
|
|
• |
Total Revenue, inclusive of settled hedges, of $295 million
|
|
|
• |
Operating Cash Flow of $132 million, and Net loss of $337 million, inclusive of non-cash unsettled derivative adjustments
|
|
|
• |
Achieved 1Q25 Adjusted EBITDA(c) of $138 million and Free Cash Flow(d) of $62 million
|
|
|
• |
Realized 47% 1Q25 Adjusted EBITDA Margin(c)
|
|
|
◦ |
1Q25 Total Revenue, Inclusive of Settled Hedges per Unit(e) of $3.78/Mcfe ($22.68/Boe)
|
|
|
◦ |
1Q25 Adjusted Operating Cost per Unit(f) of $2.00/Mcfe ($12.01/Boe)
|
|
|
• |
Published the 5th annual Sustainability Report, “Winning Through Collaboration”
|
| 1Q25 | 1Q24 | ||||||||||||||||||
|
$/Mcfe
|
$/Boe
|
$/Mcfe
|
$/Boe
|
%
|
|||||||||||||||
|
Average Realized Price(1)
|
$
|
3.78
|
$
|
22.68
|
$
|
3.25
|
$
|
19.50
|
16
|
%
|
|||||||||
| 1Q25 |
1Q24
|
||||||||||||||||||
|
Adjusted Operating Cost per Unit(f)
|
$/Mcfe
|
$/Boe
|
$/Mcfe
|
$/Boe
|
%
|
||||||||||||||
|
Lease Operating Expense(2)
|
$
|
0.92
|
$
|
5.49
|
$
|
0.65
|
$
|
3.91
|
40
|
%
|
|||||||||
|
Midstream Expense
|
$
|
0.23
|
$
|
1.40
|
$
|
0.27
|
$
|
1.61
|
(13
|
)%
|
|||||||||
|
Gathering and Transportation
|
$
|
0.34
|
$
|
2.06
|
$
|
0.31
|
$
|
1.85
|
11
|
%
|
|||||||||
|
Production Taxes
|
$
|
0.21
|
$
|
1.27
|
$
|
0.12
|
$
|
0.74
|
72
|
%
|
|||||||||
|
Total Operating Expense(2)
|
$
|
1.70
|
$
|
10.22
|
$
|
1.35
|
$
|
8.11
|
26
|
%
|
|||||||||
|
Employees, Administrative Costs and Professional Fees(g)
|
$
|
0.30
|
$
|
1.79
|
$
|
0.33
|
$
|
1.98
|
(10
|
) %
|
|||||||||
|
Adjusted Operating Cost per Unit(f)(2)
|
$
|
2.00
|
$
|
12.01
|
$
|
1.68
|
$
|
10.09
|
19
|
%
|
|||||||||
|
Adjusted EBITDA Margin(a)
|
47% | 49% |
|||||||||||||||||
| (1) |
1Q25 excludes $0.04/Mcfe ($0.24/Boe) and 1Q24 excludes $0.05/Mcfe ($0.36/Boe) of other revenues generated by Next LVL Energy.
|
| (2) |
1Q25 excludes $0.03/Mcfe ($0.22/Boe) and 1Q24 excludes $0.07/Mcfe ($0.39/Boe) of expenses attributable to Next LVL Energy.
|
|
2025 Guidance
|
|
|
Total Production (Mmcfe/d)
|
1,050 to 1,100
|
|
% Liquids
|
~25%
|
|
% Natural Gas
|
~75%
|
|
Total Capital Expenditures (millions)
|
$165 to $185
|
|
Adj. EBITDA(1) (millions)
|
$825 to $875
|
|
Adj. Free Cash Flow(1) (millions)
|
~$420
|
|
Leverage Target
|
2.0x to 2.5x
|
|
Combined Company Synergies (millions)
|
>$50
|
| (1) |
Includes the value of anticipated cash proceeds for 2025 land sales.
|
|
US (toll-free)
|
+
|
1 877 836 0271
|
|
UK (toll-free)
|
+
|
44 (0)800 756 3429
|
|
Web Audio
|
https://www.div.energy/news-events/ir-calendarevents
|
|
|
Replay Information
|
https://ir.div.energy/financial-info
|
|
| (a) |
Includes the total value of dividends paid and declared, and share repurchases (including Employee Benefit Trust) year-to-date, through May 12, 2025.
|
| (b) |
Exit rate includes full month of March 2025 production from Maverick.
|
| (c) |
Adjusted EBITDA represents earnings before interest, taxes, depletion, and amortization, and includes adjustments for items that are not comparable period-over-period; Adjusted EBITDA Margin represents Adjusted
EBITDA as a percent of Total Revenue, Inclusive of Settled Hedges; For purposes of comparability, Adjusted EBITDA Margin excludes Other Revenue of $3 million in 1Q25 and $3 million in 1Q24, and Lease Operating Expense of $3 million in 1Q25
and $4 million in 1Q24 associated with Diversified’s wholly owned plugging subsidiary, Next LVL Energy; For more information, please refer to the Non-IFRS reconciliations as set out below.
|
| (d) |
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; For more information, please refer to the
Non-IFRS reconciliations as set out below.
|
| (e) |
Includes the impact of derivatives settled in cash; For purposes of comparability, excludes certain amounts related to Diversified’s wholly owned plugging subsidiary, Next LVL Energy.
|
| (f) |
Adjusted Operating Cost represent total lease operating costs plus recurring administrative costs. Total lease operating costs include base lease operating expense, owned gathering and compression (midstream)
expense, third-party gathering and transportation expense, and production taxes. Recurring administrative expenses (Adjusted G&A) is a Non-IFRS financial measure defined as total administrative expenses excluding non-recurring acquisition
& integration costs and non-cash equity compensation; For purposes of comparability, excludes certain amounts related to Diversified’s wholly owned plugging subsidiary, Next LVL Energy.
|
| (g) |
As used herein, employees, administrative costs and professional services represent 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.
|
|
Diversified Energy Company PLC
|
+1 973 856 2757
|
|
Doug Kris
|
dkris@dgoc.com
|
|
Senior Vice President, Investor Relations & Corporate Communications
|
www.div.energy
|
|
FTI Consulting
|
dec@fticonsulting.com
|
|
U.S. & UK Financial Public Relations
|
|
Three Months Ended
|
||||||||||||
|
Amounts in 000's
|
March 31, 2025
|
March 31, 2024
|
December 31, 2024
|
|||||||||
|
Net income (loss)
|
$
|
(337,391
|
)
|
$
|
(15,145
|
)
|
$
|
(102,033
|
)
|
|||
|
Finance costs
|
42,820
|
27,416
|
37,453
|
|||||||||
|
Accretion of asset retirement obligation
|
10,353
|
7,183
|
8,323
|
|||||||||
|
Other (income) expense
|
(644
|
)
|
(5
|
)
|
(295
|
)
|
||||||
|
Income tax (benefit) expense
|
66,790
|
5,633
|
(125,052
|
)
|
||||||||
|
Depreciation, depletion and amortisation
|
70,807
|
57,015
|
73,960
|
|||||||||
|
(Gain) loss on fair value adjustments of unsettled financial instruments
|
235,070
|
13,552
|
202,124
|
|||||||||
|
(Gain) loss on natural gas and oil property and equipment(1)
|
236
|
4
|
14,330
|
|||||||||
|
(Gain) loss on sale of equity interest
|
—
|
—
|
7,375
|
|||||||||
|
Unrealized (gain) loss on investment
|
—
|
—
|
6,446
|
|||||||||
|
Costs associated with acquisitions
|
2,885
|
1,519
|
4,532
|
|||||||||
|
Other adjusting costs(2)
|
5,963
|
3,693
|
7,644
|
|||||||||
|
Loss on early retirement of debt
|
39,485
|
—
|
2,469
|
|||||||||
|
Non-cash equity compensation
|
1,825
|
1,268
|
2,258
|
|||||||||
|
(Gain) loss on interest rate swap
|
(35
|
)
|
(50
|
)
|
(41
|
)
|
||||||
|
Total Adjustments
|
$
|
475,555
|
$
|
117,228
|
$
|
241,526
|
||||||
|
Adjusted EBITDA(c)
|
$
|
138,164
|
$
|
102,083
|
$
|
139,493
|
||||||
|
TTM Adjusted EBITDA
|
$
|
508,390
|
$
|
497,510
|
$
|
472,309
|
||||||
|
Pro Forma TTM Adjusted EBITDA(3)
|
$
|
952,216
|
$
|
497,510
|
$
|
548,570
|
||||||
| (1) |
Excludes $2 million, $2 million and $8 million in cash proceeds received for leasehold sales during the three
months ended March 31, 2025, March 31, 2024 and December 31, 2024, respectively.
|
| (2) |
Other adjusting costs for the three months ended December 31, 2024 were primarily associated with legal fees for certain litigation.
|
| (3) |
Pro forma TTM adjusted EBITDA includes adjustments for respective periods to pro forma results for the full twelve-month impact of intra-period acquisitions (March 31, 2025: Oaktree, Crescent Pass, East Texas
II, Summit and Maverick; December 31, 2024: Oaktree, Crescent Pass Energy and East Texas II).
|
|
As of
|
||||||||||||
|
Amounts in 000's
|
March 31, 2025
|
March 31, 2024
|
December 31, 2024
|
|||||||||
|
Total non-current borrowings, net
|
$
|
2,544,937
|
$
|
1,066,643
|
$
|
1,483,779
|
||||||
|
Current portion of long-term debt
|
156,253
|
184,463
|
209,463
|
|||||||||
|
LESS: Cash
|
(32,641
|
)
|
(3,456
|
)
|
(5,990
|
)
|
||||||
|
LESS: Restricted cash
|
(106,011
|
)
|
(32,828
|
)
|
(46,269
|
)
|
||||||
|
Net Debt
|
$
|
2,562,538
|
$
|
1,214,822
|
$
|
1,640,983
|
||||||
|
Pro forma TTM adjusted EBITDA(1)
|
$
|
952,216
|
$
|
497,510
|
$
|
548,570
|
||||||
|
Net debt-to-pro forma TTM adjusted EBITDA
|
2.7
|
x
|
2.4
|
x
|
3.0
|
x
|
||||||
| (1) |
Pro forma TTM adjusted EBITDA includes adjustments for respective periods to pro forma results for the full twelve-month impact of intra-period acquisitions (March 31, 2025: Oaktree, Crescent Pass, East Texas
II, Summit and Maverick; December 31, 2024: Oaktree, Crescent Pass Energy and East Texas II).
|
|
Amounts in 000's
Except per share amounts
|
Three Months Ended
March 31, 2025
|
Three Months Ended
March 31, 2024
|
Twelve Months Ended
March 31, 2025
|
|||||||||
|
Net cash provided by operating activities
|
$
|
131,539
|
$
|
106,258
|
$
|
370,944
|
||||||
|
LESS: Expenditures on natural gas and oil properties and equipment
|
(28,031
|
)
|
(9,293
|
)
|
(70,838
|
)
|
||||||
|
LESS: Cash paid for interest
|
(41,574
|
)
|
(23,759
|
)
|
(140,956
|
)
|
||||||
|
Free Cash Flow(d)
|
$
|
61,934
|
$
|
73,206
|
$
|
159,150
|
||||||
|
Amounts in 000's
|
Three Months Ended
March 31, 2025
|
Three Months Ended
March 31, 2024
|
Year Ended
December 31, 2024
|
|||||||||
|
Total revenue
|
346,903
|
193,624
|
794,841
|
|||||||||
|
Net gain (loss) on commodity derivative instruments(1)
|
(52,271
|
)
|
22,066
|
151,289
|
||||||||
|
Total revenue, inclusive of settled hedges(c)
|
294,632
|
215,690
|
946,130
|
|||||||||
|
Adjusted EBITDA(c)
|
138,164
|
102,083
|
472,309
|
|||||||||
|
Adjusted EBITDA Margin(c)
|
47
|
%
|
47
|
%
|
50
|
%
|
||||||
|
Adjusted EBITDA Margin, exclusive of Next LVL Energy(2)
|
47
|
%
|
49
|
%
|
51
|
%
|
||||||
| (1) |
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.
|
| (2) |
For purposes of comparability, Adjusted EBITDA Margin excludes Other Revenue of $3 million in 1Q25 and $3 million
in 1Q24, and Lease Operating Expense of $3 million in 1Q25 and $4 million
in 1Q24 associated with Diversified’s wholly owned plugging subsidiary, Next LVL Energy
|
|
Record Date:
|
August 29, 2025
|
|
Payment Date:
|
September 30, 2025
|
|
Default Currency:
|
US Dollar
|
|
Currency Election Option:
|
Sterling
|
|
Last Date for Currency Election:
|
September 5, 2025
|
|
Diversified Energy Company PLC
|
+1 973 856 2757
|
|
Doug Kris
|
dkris@dgoc.com
|
|
Senior Vice President, Investor Relations & Corporate Communications
|
www.div.energy
|
|
FTI Consulting
|
dec@fticonsulting.com
|
|
U.S. & UK Financial Public Relations
|