Gulfport Energy Corp 10-Q for FY2025 Q1
Gulfport Energy Corp (GPOR)
10-Q
2025-05-07
For: 2025-03-31
View Original
Added on
April 07, 2026
About this 10-Q
Gulfport Energy Corp filed this 10-Q on May 7, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $197.03M
- down 30.4% from $283.23M a year earlier
- Net loss
- $464K
- compared with net income of $52.04M a year earlier
- Diluted EPS
- -$0.07
- compared with $2.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-19514
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification Number) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(405 ) 252-4600
(Registrant telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ý No ¨
As of April 30, 2025, 17,765,743 shares of the registrant’s common stock were outstanding.
GULFPORT ENERGY CORPORATION
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
i
DEFINITIONS
| Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Gulfport,” the “Company” and “Registrant” refer to Gulfport Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in thousands of U.S. dollars unless otherwise specified. In addition, the following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q: | ||
1145 Indenture. Indenture dated May 17, 2021 between Gulfport Operating, UMB Bank, National Association, as trustee, and the guarantors party thereto, under section 1145 of the Bankruptcy Code for our 8.0% Senior Notes due 2026. | ||
2026 Senior Notes. 8.0% Senior Notes due May 17, 2026. | ||
2026 Senior Notes Indentures. Collectively, the 1145 Indenture and the 4(a)(2) Indenture governing the 2026 Senior Notes. | ||
2029 Senior Notes. 6.750% Senior Notes due September 1, 2029. | ||
2029 Senior Notes Indenture. Indenture dated September 13, 2024 between Gulfport Operating, UMB Bank, National Association, as trustee, and the guarantors party thereto. | ||
4(a)(2) Indenture. Certain eligible holders made an election entitling such holders to receive senior notes issued pursuant to an indenture, dated as of May 17, 2021, by and among Gulfport Operating, UMB Bank, National Association, as trustee, and the guarantors party thereto, under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as opposed to its share of the up to $550 million aggregate principal amount of our Senior Notes due 2026. The 4(a)(2) Indenture’s terms are substantially similar to the terms of the 1145 Indenture. The primary differences between the terms of the 4(a)(2) Indenture and the terms of the 1145 Indenture are that (i) affiliates of the Issuer holding 4(a)(2) Notes are permitted to vote in determining whether the holders of the required principal amount of indenture securities have concurred in any direction or consent under the 4(a)(2) Indenture, while affiliates of the Issuer holding 1145 Notes will not be permitted to vote on such matters under the 1145 Indenture, (ii) the covenants of the 1145 Indenture (other than the payment covenant) require that the Issuer comply with the covenants of the 4(a)(2) Indenture, as amended, and (iii) the 1145 Indenture requires that the 1145 Securities be redeemed pro rata with the 4(a)(2) Securities and that the 1145 Indenture be satisfied and discharged if the 4(a)(2) Indenture is satisfied and discharged. | ||
ASC. Accounting Standards Codification. | ||
ASU. Accounting Standards Update. | ||
Bankruptcy Code. Chapter 11 of Title 11 of the United States Code. | ||
Bankruptcy Court. The United States Bankruptcy Court for the Southern District of Texas. | ||
Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons. | ||
Board of Directors (Board). The board of directors of Gulfport Energy Corporation. | ||
Bps. Basis points. | ||
Btu. British thermal unit, which represents the amount of energy needed to heat one pound of water by one degree Fahrenheit and can be used to describe the energy content of fuels. | ||
CODM. Chief Operating Decision Maker. | ||
Completion. The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas, oil and NGL. | ||
Credit Facility. The Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and various lender parties, providing for a senior secured reserve-based revolving credit facility effective as of October 14, 2021, as amended by the Commitment Increase, Borrowing Base Reaffirmation Agreement, and Fourth Amendment to Credit Agreement dated as of September 12, 2024. | ||
DD&A. Depreciation, depletion and amortization. | ||
Disputed Claims Reserve. Reserve used to settle any pending claims of unsecured creditors that were in dispute as of the effective date of the Plan. | ||
Emergence Date. Gulfport filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code on November 13, 2020, and subsequently operated as a debtor-in-possession, in accordance with applicable provisions of the Bankruptcy Code, until its emergence on May 17, 2021. | ||
FASB. Financial Accounting Standards Board. | ||
1
GAAP. Accounting principles generally accepted in the United States of America. | ||
Gross Acres or Gross Wells. Refers to the total acres or wells in which a working interest is owned. | ||
Guarantors. All existing consolidated subsidiaries that guarantee the Company's Credit Facility or certain other debt. | ||
Gulfport Operating. Gulfport Energy Operating Corporation. | ||
Incentive Plan. Gulfport Energy Corporation 2021 Stock Incentive Plan, effective on the Emergence Date. | ||
LOE. Lease operating expenses. | ||
Marcellus. Refers to the Marcellus Play that includes the hydrocarbon bearing rock formations commonly referred to as the Marcellus formation located in the Appalachian Basin of the United States and Canada. Our acreage is located primarily in Belmont County in eastern Ohio. | ||
MBbl. One thousand barrels of crude oil, condensate or natural gas liquids. | ||
Mcf. One thousand cubic feet of natural gas. | ||
Mcfe. One thousand cubic feet of natural gas equivalent, with one barrel of NGL and crude oil being equivalent to 6,000 cubic feet of natural gas. | ||
MMBtu. One million British thermal units. | ||
MMcf. One million cubic feet of natural gas. | ||
MMcfe. One million cubic feet of natural gas equivalent, with one barrel of NGL and crude oil being equivalent to 6,000 cubic feet of natural gas. | ||
Natural Gas Liquids (NGL). Hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing or cycling plants. Natural gas liquids primarily include ethane, propane, butane, isobutene, pentane, hexane and natural gasoline. | ||
Net Acres or Net Wells. Refers to the sum of fractional working interests owned in gross acres or gross wells. | ||
NYMEX. New York Mercantile Exchange. | ||
Parent. Gulfport Energy Corporation. | ||
Plan. The Amended Joint Chapter 11 Plan of Reorganization of Gulfport Energy Corporation and Its Debtor Subsidiaries. | ||
Repurchase Program. A stock repurchase program to acquire up to $1 billion of Gulfport's outstanding common stock. It is authorized to extend through December 31, 2025, and may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time. | ||
RTSR. Relative total shareholder return. | ||
SCOOP. Refers to the South Central Oklahoma Oil Province, a term used to describe a defined area that encompasses many of the top hydrocarbon producing counties in Oklahoma within the Anadarko basin. The SCOOP Play mainly targets the Devonian to Mississippian aged Woodford, Sycamore and Springer formations. Our acreage is primarily in Garvin, Grady and Stephens Counties. | ||
SEC. The United States Securities and Exchange Commission. | ||
SOFR. Secured Overnight Financing Rate. | ||
TSR. Total shareholder return. | ||
USEPA. United States Environmental Protection Agency. | ||
Utica. Refers to the Utica Play that includes the hydrocarbon bearing rock formations commonly referred to as the Utica formation located in the Appalachian Basin of the United States and Canada. Our acreage is located primarily in Belmont, Harrison, Jefferson and Monroe Counties in eastern Ohio. | ||
Working Interest (WI). The operating interest which gives the owner the right to drill, produce and conduct operating activities on the property and a share of production. | ||
WTI. Refers to West Texas Intermediate. | ||
2
Cautionary Note Regarding Forward-Looking Statements
This Form 10-Q may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect or anticipate will or may occur in the future, including the expected impact of U.S. trade policy and its impact on broader economic conditions, the war in Ukraine and the conflict in the Middle East on our business, our industry and the global economy, estimated future production and net revenues from oil and gas reserves and the present value thereof, future capital expenditures (including the amount and nature thereof), share repurchases, business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters and other such matters are forward-looking statements.
These forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Form 10-Q are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in Item 1A. “Risk Factors” and Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and elsewhere in this Form 10-Q. All forward-looking statements speak only as of the date of this Form 10-Q.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
We may use the Investors section of our website (www.gulfportenergy.com) to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of this Quarterly Report on Form 10-Q.
3
GULFPORT ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable—oil, natural gas, and natural gas liquids sales | |||||||||||
| Accounts receivable—joint interest and other | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Short-term derivative instruments | |||||||||||
| Total current assets | |||||||||||
| Property and equipment: | |||||||||||
| Oil and natural gas properties, full-cost method | |||||||||||
| Proved oil and natural gas properties | |||||||||||
| Unproved properties | |||||||||||
| Other property and equipment | |||||||||||
| Total property and equipment | |||||||||||
| Less: accumulated depletion, depreciation and amortization | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Other assets: | |||||||||||
| Long-term derivative instruments | |||||||||||
| Deferred tax asset | |||||||||||
| Operating lease assets | |||||||||||
| Other assets | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, Mezzanine Equity and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Short-term derivative instruments | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Long-term derivative instruments | |||||||||||
| Asset retirement obligation | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Long-term debt | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies (Note 9) | |||||||||||
| Mezzanine equity: | |||||||||||
Preferred stock - $ | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost - | ( | ||||||||||
| Total stockholders’ equity | $ | $ | |||||||||
| Total liabilities, mezzanine equity and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
4
GULFPORT ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| REVENUES: | |||||||||||
| Natural gas sales | $ | $ | |||||||||
| Oil and condensate sales | |||||||||||
| Natural gas liquid sales | |||||||||||
| Net (loss) gain on natural gas, oil and NGL derivatives | ( | ||||||||||
| Total revenues | |||||||||||
| OPERATING EXPENSES: | |||||||||||
| Lease operating expenses | |||||||||||
| Taxes other than income | |||||||||||
| Transportation, gathering, processing and compression | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| General and administrative expenses | |||||||||||
| Accretion expense | |||||||||||
| Total operating expenses | |||||||||||
| INCOME FROM OPERATIONS | |||||||||||
| OTHER EXPENSE (INCOME): | |||||||||||
| Interest expense | |||||||||||
| Other, net | ( | ( | |||||||||
| Total other expense (income) | |||||||||||
| (LOSS) INCOME BEFORE INCOME TAXES | ( | ||||||||||
| INCOME TAX (BENEFIT) EXPENSE: | |||||||||||
| Current | ( | ||||||||||
| Deferred | ( | ||||||||||
| Total income tax (benefit) expense | ( | ||||||||||
| NET (LOSS) INCOME | $ | ( | $ | ||||||||
| Dividends on preferred stock | ( | ( | |||||||||
| Participating securities - preferred stock | ( | ||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | ( | $ | ||||||||
| NET (LOSS) INCOME PER COMMON SHARE: | |||||||||||
| Basic | $ | ( | $ | ||||||||
| Diluted | $ | ( | $ | ||||||||
| Weighted average common shares outstanding—Basic | |||||||||||
| Weighted average common shares outstanding—Diluted | |||||||||||
See accompanying notes to consolidated financial statements.
5
GULFPORT ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock | Common Stock Held in Reserve | Treasury Stock | Paid-in Capital | Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock under Repurchase Program | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock held in reserve | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of share-based awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for income taxes on share-based awards | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock Held in Reserve | Treasury Stock | Paid-in Capital | Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock under Repurchase Program | ( | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of share-based awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for income taxes on share-based awards | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
6
GULFPORT ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depletion, depreciation and amortization | |||||||||||
| Net loss (gain) on derivative instruments | ( | ||||||||||
| Net cash (payments) receipts on settled derivative instruments | ( | ||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to oil and natural gas properties | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Principal payments on Credit Facility | ( | ( | |||||||||
| Borrowings on Credit Facility | |||||||||||
| Debt issuance costs and loan commitment fees | ( | ||||||||||
| Dividends on preferred stock | ( | ( | |||||||||
| Repurchase of common stock under Repurchase Program | ( | ( | |||||||||
| Repurchase of common stock under Repurchase Program - related party | ( | ||||||||||
| Shares exchanged for tax withholdings | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
7
GULFPORT ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Company
Gulfport Energy Corporation (the "Company" or "Gulfport") is an independent natural gas-weighted exploration and production company focused on the exploration, acquisition and production of natural gas, crude oil and NGL in the United States with primary focus in the Appalachia and Anadarko basins. The Company's principal properties are located in eastern Ohio targeting the Utica and Marcellus and in central Oklahoma targeting the SCOOP Woodford and Springer formations.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Gulfport were prepared in accordance with GAAP and the rules and regulations of the SEC.
This Quarterly Report on Form 10-Q (this “Form 10-Q”) relates to the financial position and periods as of and for the three months ended March 31, 2025, and the three months ended March 31, 2024. The Company's annual report on Form 10-K for the year ended December 31, 2024, should be read in conjunction with this Form 10-Q. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our wholly-owned subsidiaries. Intercompany accounts and balances have been eliminated. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures (Topic 740). The amendment requires entities to disclose on an annual basis additional categories of information about federal, state, and foreign income taxes in the rate reconciliation table and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The ASU is effective for annual periods beginning after December 15, 2024, and the resulting new annual disclosure requirements will be reflected in our annual report on Form 10-K for the year ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.
Reclassification
Certain reclassifications have been made to prior period financial statements and related disclosures to conform to current period presentation. These reclassifications have no impact on previous reported total assets, total liabilities, net income or total operating cash flows.
8
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following at March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Revenue payable and suspense | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued capital expenditures | |||||||||||
| Accrued transportation, gathering, processing and compression | |||||||||||
| Other accrued liabilities | |||||||||||
| Total accounts payable and accrued liabilities | $ | $ | |||||||||
Supplemental Cash Flow and Non-Cash Information (in thousands)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest payments, net of amounts capitalized | $ | $ | |||||||||
| Changes in operating assets and liabilities, net: | |||||||||||
| Accounts receivable - oil, natural gas and natural gas liquid sales | $ | ( | $ | ||||||||
| Accounts receivable - joint interest and other | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Prepaid expenses | |||||||||||
| Other assets | ( | ( | |||||||||
| Total changes in operating assets and liabilities, net | $ | ( | $ | ||||||||
| Supplemental disclosure of non-cash transactions: | |||||||||||
| Capitalized stock-based compensation | $ | $ | |||||||||
| Asset retirement obligation capitalized | |||||||||||
| Asset retirement obligation removed due to settlements | ( | ||||||||||
| Release of common stock held in reserve | |||||||||||
2.SEGMENT INFORMATION
The Company's assets and operations consist of one reportable segment with all revenues, operating expenses and assets attributable to this segment reflected in the consolidated financial statements. The Company derives its revenue from the sale of natural gas, oil and condensate and NGL produced from its oil and natural gas properties located in the United States.
The CODM of the Company is its Chief Executive Officer. The CODM assesses entity-wide operating results and performance and decides how to allocate resources based on net (loss) income, which is reported on the consolidated statement of operations.
The measure of segment assets is reported on the consolidated balance sheets as “total assets”.
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The following table presents selected financial information with respect to the Company's one operating segment for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Total revenues | $ | $ | |||||||||
| Significant segment expenses | |||||||||||
| Lease operating expenses | |||||||||||
| Taxes other than income | |||||||||||
| Transportation, gathering, processing and compression | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| General and administrative | |||||||||||
| Interest expense | |||||||||||
Other segment expenses(1) | ( | ||||||||||
| Income tax (benefit) expense | ( | ||||||||||
| Total significant segment expenses | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
Capital expenditures(2) | $ | $ | |||||||||
(1) Other segment expenses include “Accretion expense” and “Other, net” from the consolidated statements of operations.
(2) Capital expenditures include capitalized general and administrative costs and capitalized interest expense.
3.PROPERTY AND EQUIPMENT
The major categories of property and equipment and related accumulated DD&A are as follows (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Proved oil and natural gas properties | $ | $ | |||||||||
| Unproved properties | |||||||||||
| Other depreciable property and equipment | |||||||||||
| Land | |||||||||||
| Total property and equipment | |||||||||||
| Accumulated DD&A and impairment | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Oil and Natural Gas Properties
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the Company's oil and natural gas properties. At March 31, 2025 and 2024, the net book value of the Company's oil and gas properties was below the calculated ceiling. As a result, the Company did not
General and administrative costs capitalized to the full cost pool represent management’s estimate of costs incurred directly related to exploration and development activities such as geological and other administrative costs associated with overseeing the exploration and development activities. All general and administrative costs not directly associated with exploration and development activities are charged to expense as they are incurred. Capitalized general and administrative costs were approximately $6.2 million and $5.7 million for the three months ended March 31, 2025 and 2024, respectively.
The Company evaluates the costs excluded from its amortization calculation at least annually. Individually insignificant unevaluated properties are grouped for evaluation and periodically transferred to evaluated properties over a timeframe consistent with their expected development schedule.
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The following table summarizes the Company’s non-producing properties excluded from amortization by area (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Utica & Marcellus | $ | $ | |||||||||
| SCOOP | |||||||||||
| Total unproved properties | $ | $ | |||||||||
Asset Retirement Obligation
The following table provides a reconciliation of the Company’s asset retirement obligation for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Asset retirement obligation, beginning of period | $ | $ | |||||||||
| Liabilities incurred | |||||||||||
| Liabilities settled | ( | ||||||||||
| Accretion expense | |||||||||||
| Total asset retirement obligation, end of period | $ | $ | |||||||||
4.LONG-TERM DEBT
Long-term debt consisted of the following items as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| $ | $ | ||||||||||
| Credit Facility due 2028 | |||||||||||
| Net unamortized debt issuance costs | ( | ( | |||||||||
| Total debt, net | |||||||||||
| Less: current maturities of long-term debt | |||||||||||
| Total long-term debt, net | $ | $ | |||||||||
2029 Senior Notes
In September 2024, Gulfport Operating completed a private offering of $650.0 million aggregate principal amount of 6.750 % senior notes due September 1, 2029. The 2029 Senior Notes are guaranteed on a senior unsecured basis by the Company and each of the Company's subsidiaries that guarantee the Credit Facility. Interest on the 2029 Senior Notes is payable semi-annually, on March 1 and September 1 of each year.
The net proceeds from the offering, together with cash on hand were used to purchase $524.3 million of the 2026 Senior Notes in a tender offer and repay a portion of its outstanding borrowings under the Credit Facility. The 2029 Senior Notes were issued under the 2029 Senior Notes Indenture, dated as of September 13, 2024, by and among Gulfport Operating, UMB Bank, National Association, as trustee, and the Guarantors. The 2029 Senior Notes will mature on September 1, 2029.
The 2029 Senior Notes Indenture contains covenants limiting Gulfport Operating’s and its restricted subsidiaries’ ability to (i) incur additional debt, (ii) make certain restricted payments, (iii) make certain investments (iv) create restrictions on distributions from restricted subsidiaries, (v) engage in specified sales of assets, (vi) enter into certain transactions among affiliates, (vii) engage in consolidations, mergers and acquisitions, (viii) create unrestricted subsidiaries (ix) incur or create liens. These covenants contain important exceptions, limitations and qualifications. At any time that the 2029 Senior Notes are rated investment grade, certain covenants will be terminated and cease to apply.
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2026 Senior Notes
In May 2021, Gulfport Operating issued $550 million aggregate principal amount of its 8.0 % senior notes due 2026. The notes are guaranteed on a senior unsecured basis by the Company and each of the Company's subsidiaries that guarantee the Credit Facility. Interest on the 2026 Senior Notes is payable semi-annually, on June 1 and December 1 of each year. The 2026 Senior Notes were issued under the 2026 Senior Notes Indentures, dated as of May 17, 2021, by and among the Issuer, UMB Bank, National Association, as trustee, and the Guarantors and mature on May 17, 2026.
The covenants of the 1145 Indenture (other than the payment covenant) require that the Company comply with the covenants of the 4(a)(2) Indenture, as amended. The 4(a)(2) Indenture contains covenants limiting the Issuer’s and its restricted subsidiaries’ ability to (i) incur additional debt, (ii) pay dividends or distributions in respect of certain equity interests or redeem, repurchase or retire certain equity interests or subordinated indebtedness, (iii) make certain investments, (iv) create restrictions on distributions from restricted subsidiaries, (v) engage in specified sales of assets, (vi) enter into certain transactions among affiliates, (vii) engage in certain lines of business, (viii) engage in consolidations, mergers and acquisitions, (ix) create unrestricted subsidiaries and (x) incur or create liens. These covenants contain important exceptions, limitations and qualifications. At any time that the 2026 Senior Notes are rated investment grade, certain covenants will be terminated and cease to apply.
As noted above, in September 2024, Gulfport Operating purchased and retired $524.3 million of its 2026 Senior Notes in a tender offer using net proceeds from the 2029 Senior Notes offering. The 2026 Senior Notes were tendered at an average price equal to 102.3 % of the principal amount. The retirement of the 2026 Senior Notes resulted in a loss on debt extinguishment of $13.4 million, which included cash costs of $12.9 million in the third quarter of 2024.
Credit Facility
On May 1, 2023, the Company entered into that certain Joinder, Commitment Increase and Borrowing Base Redetermination Agreement, and Third Amendment to Credit Agreement (the “Third Amendment”) which amended the Company’s Credit Facility. The Third Amendment, among other things, (a) increased the aggregate elected commitment amounts under the Credit Facility from $700 million to $900 million, (b) increased the borrowing base under the Credit Facility from $1.0 billion to $1.1 billion, (c) increased the excess cash threshold under the Credit Facility from $45 million to $75 million, and (d) extended the maturity date under the Credit Facility from October 14, 2025, to the earlier of (i) May 1, 2027 and (ii) the 91st day prior to the maturity date of the 2026 Senior Notes or any other permitted senior notes or any permitted refinancing debt under the Credit Facility having an aggregate outstanding principal amount equal to or exceeding $100 million; provided that such notes have not been refinanced, redeemed or repaid in full on or prior to such 91st day. On April 18, 2024, Gulfport completed its semi-annual borrowing base redetermination during which the borrowing base was reaffirmed at $1.1 billion with elected commitments remaining at $900 million.
Prior to the Fourth Amendment (as defined below), the Credit Facility bore interest at a rate equal to, at the Company’s election, either (a) SOFR benchmark plus an applicable margin that varies from 2.75 % to 3.75 % per annum or (b) a base rate plus an applicable margin that varies from 1.75 % to 2.75 % per annum, based on borrowing base utilization. Prior to the Fourth Amendment, the Company was required to pay a commitment fee of 0.50 % per annum on the average daily unused portion of the current aggregate commitments under the Credit Facility. The Company was also required to pay customary letter of credit and fronting fees.
Prior to the Fourth Amendment, the Credit Facility required the Company to maintain as of the last day of each fiscal quarter (i) a net funded leverage ratio of less than or equal to 3.25 to 1.00, and (ii) a current ratio of greater than or equal to 1.00 to 1.00.
On September 12, 2024, the Company entered into the Commitment Increase, Borrowing Base Reaffirmation Agreement, and Fourth Amendment to Credit Agreement (the “Fourth Amendment”), which amended the Company’s Third Amended and Restated Credit Agreement. The Fourth Amendment, among other things, (a) increased the aggregate elected commitment amounts under the Credit Facility to $1.0 billion, (b) reaffirmed the borrowing base under the Credit Facility at $1.1 billion, (c) extended the maturity date under the Credit Facility to September 12, 2028, and (d) reduced the pricing grid by 50 bps.
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The Credit Facility bears interest at a rate equal to, at the Company’s election, either (a) SOFR benchmark plus an applicable margin that varies from 2.25 % to 3.25 % per annum or (b) a base rate plus an applicable margin that varies from 1.25 % to 2.25 % per annum, based on borrowing base utilization. The Company is required to pay a commitment fee that varies from 0.375 % to 0.50 % per annum on the average daily unused portion of the current aggregate commitments under the Credit Facility. The Company is also required to pay customary letter of credit and fronting fees.
The Credit Facility requires the Company to maintain as of the last day of each fiscal quarter (i) a net funded leverage ratio of less than or equal to 3.50 to 1.00, and (ii) a current ratio of greater than or equal to 1.00 to 1.00.
The obligations under the Credit Facility, certain swap obligations and certain cash management obligations, are guaranteed by the Company and the wholly-owned domestic material subsidiaries of the Borrower (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”) and secured by substantially all of the Loan Parties’ assets (subject to customary exceptions).
The Credit Facility also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, entry into certain derivatives contracts, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments, and other customary covenants. These covenants are subject to a number of limitations and exceptions.
As of March 31, 2025, the Company had $35.0 million outstanding borrowings under the Credit Facility, $63.9 million in letters of credit outstanding and was in compliance with all covenants under the credit agreement.
For the three months ended March 31, 2025 and 2024, the Credit Facility bore interest at a weighted average rate of 6.79 % and 8.33 %, respectively.
The borrowing base is redetermined semiannually on or around May 1 and November 1 of each year.
Capitalization of Interest
The Company capitalized $1.4 million and $1.1 million in interest expense for the three months ended March 31, 2025 and 2024, respectively.
Fair Value of Debt
At March 31, 2025, the carrying value of the outstanding debt represented by the 2026 Senior Notes and 2029 Senior Notes were $25.7 million and $639.7 million, respectively. Based on the quoted market prices (Level 1), the fair value of the 2026 Senior Notes and 2029 Senior Notes were determined to be $25.9 million and $660.6 million, respectively, at March 31, 2025.
5.MEZZANINE EQUITY
The Company's amended and restated certificate of incorporation provides for, among other things, (i) the authority to issue 42 million shares of common stock with a par value of $0.0001 per share and (ii) the designation of 110,000 shares of preferred stock, with a par value of $0.0001 per share and a liquidation preference of $1,000 per share (the "Liquidation Preference").
Preferred Stock
In May 2021, the Company issued 55,000 shares of preferred stock.
Holders of preferred stock are entitled to receive cumulative quarterly dividends at a rate of 10 % per annum of the Liquidation Preference with respect to cash dividends and 15 % per annum of the Liquidation Preference with respect to dividends paid in kind as additional shares of preferred stock (“PIK Dividends”). Gulfport currently has the option to pay either cash dividends or PIK Dividends on a quarterly basis.
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Each holder of shares of preferred stock has the right (the “Conversion Right”), at its option and at any time, to convert all or a portion of the shares of preferred stock that it holds into a number of shares of common stock equal to the quotient obtained by dividing (x) the product obtained by multiplying (i) the Liquidation Preference times (ii) an amount equal to one (1) plus the Per Share Makewhole Amount (as defined in the Preferred Terms) on the date of conversion, by (y) $14.00 per share (as may be adjusted under the Preferred Terms). The shares of preferred stock outstanding at March 31, 2025, would convert to approximately 2.3 million shares of common stock if all holders of preferred stock exercised their Conversion Right.
Gulfport may redeem all, but not less than all, of the outstanding shares of preferred stock by notice to the holders of preferred stock, at the greater of (i) the aggregate value of the preferred stock, calculated by the Current Market Price (as defined in the Preferred Terms) of the number of shares of common stock into which, subject to redemption, such preferred stock would have been converted if such shares were converted pursuant to the Conversion Right at the time of such redemption and (ii) the Liquidation Preference (the “Redemption Price”).
Following the Emergence Date, if there is a Fundamental Change (as defined in the Preferred Terms), Gulfport is required to redeem all, but not less than all, of the outstanding shares of preferred stock by cash payment of the Redemption Price per share of preferred stock within three (3 ) business days of the occurrence of such Fundamental Change. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if Gulfport lacks sufficient cash to redeem all outstanding shares of preferred stock, the Company is required to redeem a pro rata portion of each holder’s shares of preferred stock.
The preferred stock has no stated maturity and will remain outstanding indefinitely unless repurchased or redeemed by Gulfport or converted into common stock.
The preferred stock has been classified as mezzanine equity in the accompanying consolidated balance sheets due to the redemption features noted above.
Dividends and Conversions
During the three months ended March 31, 2025 and 2024, the Company paid $0.9 million and $1.1 million, respectively, of cash dividends to holders of our preferred stock.
The following table summarizes activity of the Company's preferred stock for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Preferred stock, beginning of period | |||||||||||
| Conversion of preferred stock | ( | ( | |||||||||
| Preferred stock, end of period | |||||||||||
6.EQUITY
In May 2021, the Company filed an amended and restated certificate of incorporation with the Delaware Secretary of State to provide for, among other things, (i) the authority to issue 42 million shares of common stock with a par value of $0.0001 per share and (ii) the designation of 110,000 shares of preferred stock, with a par value of $0.0001 per share and a Liquidation Preference of $1,000 per share.
Common Stock
In May 2021, Gulfport issued approximately 19.8 million shares of common stock and 1.7 million shares of common stock were issued to the Disputed Claims Reserve.
In January 2024, the remaining 62,000 shares in the Disputed Claims Reserve were issued to certain claimants. There are no remaining shares in the Disputed Claims Reserve subsequent to the January 2024 issuance.
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Share Repurchase Program
In November 2021 the Company's Board of Directors approved the Repurchase Program to acquire up to $100 million of common stock, which was subsequently increased to $1.0 billion and extended through December 31, 2025. Purchases under the Repurchase Program may be made from time to time in open market or privately negotiated transactions, and will be subject to available liquidity, market conditions, credit agreement restrictions, applicable legal requirements, contractual obligations and other factors. The Repurchase Program does not require the Company to acquire any specific number of shares of common stock. The Company intends to purchase shares under the Repurchase Program with available funds while maintaining sufficient liquidity to fund its capital development program. The Repurchase Program may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time.
The following table summarizes activity under the Repurchase Program for the three months ended March 31, 2025 (dollar value of shares purchased shown in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Total number of shares purchased | |||||||||||
| Dollar value of shares purchased | $ | $ | |||||||||
| Average price paid per share | $ | $ | |||||||||
As of March 31, 2025, the Company has repurchased 5.9 million shares for $644.1 million at a weighted average price of $108.99 per share since the inception of the Repurchase Program.
7.STOCK-BASED COMPENSATION
In May 2021, the Board of Directors adopted the Incentive Plan with a share reserve equal to 2.8 million shares of common stock. The Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and performance awards or any combination of the foregoing.
The Company has granted both restricted stock units and performance vesting restricted stock units to employees and directors pursuant to the Incentive Plan, as discussed below. During the three months ended March 31, 2025 and 2024, the Company's stock-based compensation expense was $4.5 million and $3.6 million, of which the Company capitalized $1.5 million and $1.2 million, respectively, relating to its exploration and development efforts. Stock compensation expense, net of the amounts capitalized, is included in general and administrative expenses in the accompanying consolidated statements of operations. As of March 31, 2025, the Company has awarded an aggregate of approximately 505,843 restricted stock units and approximately 503,998 performance vesting restricted stock units under the Incentive Plan.
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The following tables summarizes activity for the three months ended March 31, 2025 and 2024:
| Number of Unvested Restricted Stock Units | Weighted Average Grant Date Fair Value | Number of Unvested Performance Vesting Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Unvested shares as of January 1, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited/canceled | ( | ||||||||||||||||||||||
| Unvested shares as of March 31, 2025 | $ | $ | |||||||||||||||||||||
| Number of Unvested Restricted Stock Units | Weighted Average Grant Date Fair Value | Number of Unvested Performance Vesting Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Unvested shares as of January 1, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited/canceled | ( | ||||||||||||||||||||||
| Unvested shares as of March 31, 2024 | $ | $ | |||||||||||||||||||||
The aggregate fair value of share-based awards that vested during the three months ended March 31, 2025 and 2024, were approximately $7.0 million and $1.1 million, respectively, based on the stock price at the time of the vesting.
Restricted Stock Units
Restricted stock units awarded under the Incentive Plan generally vest over a period of 3 years in the case of employees and 1 or 4 years in the case of directors upon the recipient meeting applicable service requirements. Stock-based compensation expense is recorded ratably over the service period. The grant date fair value of restricted stock units represents the closing market price of the Company's common stock on the date of the grant. Unrecognized compensation expense as of March 31, 2025, was $19.8 million. The expense is expected to be recognized over a weighted average period of 2.26 years.
Performance Vesting Restricted Stock Units
The Company has awarded performance vesting restricted stock units to certain of its executive officers under the Incentive Plan. The number of shares of common stock issued pursuant to the award will be based on a combination of (i) the Company's TSR and (ii) the Company's RTSR for the performance period. Participants will earn from 0 % to 200 % of the target award based on the Company's TSR and RTSR ranking compared to the TSR of the companies in the Company's designated peer group at the end of the performance period. Awards will be earned and vested at the end of a three-year performance period, subject to earlier termination of the performance period in the event of a change in control. The grant date fair values were determined using the Monte Carlo simulation method and are being recorded ratably over the performance period.
The table below summarizes the assumptions used in the Monte Carlo simulation to determine the grant date fair value of awards granted during the three months ended March 31, 2025 and 2024:
| Grant date | March 1, 2024 | March 1, 2025 | ||||||
| Forecast period (years) | ||||||||
| Risk-free interest rates | ||||||||
| Implied equity volatility | ||||||||
Unrecognized compensation expense as of March 31, 2025, related to performance vesting restricted shares was $12.9 million. The expense is expected to be recognized over a weighted average period of 2.13 years.
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8.EARNINGS (LOSS) PER SHARE
Basic income or loss per share attributable to common stockholders is computed as (i) net income or loss less (ii) dividends paid to holders of preferred stock less (iii) net income or loss attributable to participating securities divided by (iv) weighted average basic shares outstanding. Diluted net income or loss per share attributable to common stockholders is computed as (i) basic net income or loss attributable to common stockholders plus (ii) diluted adjustments to income allocable to participating securities divided by (iii) weighted average diluted shares outstanding. The "if-converted" method is used to determine the dilutive impact for the Company's convertible preferred stock and the treasury stock method is used to determine the dilutive impact of unvested restricted stock.
There were 0.2 million shares of restricted stock that were considered anti-dilutive for the three months ended March 31, 2025, and 0.4 million shares of restricted stock that were considered dilutive for the three months ended March 31, 2024. There were 2.3 million and 3.2 million shares of potential common stock issuable due to the Company's preferred stock for the three months ended March 31, 2025 and 2024, respectively.
Reconciliations of the components of basic and diluted net income per common share are presented in the table below (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Dividends on preferred stock | ( | ( | |||||||||
Participating securities - preferred stock(1) | ( | ||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | $ | ||||||||
| Re-allocation of participating securities | |||||||||||
| Diluted net (loss) income attributable to common stockholders | $ | ( | $ | ||||||||
| Basic Shares | |||||||||||
| Dilutive Shares | |||||||||||
| Basic EPS | $ | ( | $ | ||||||||
| Dilutive EPS | $ | ( | $ | ||||||||
(1) Preferred stock represents participating securities because it participates in any dividends on shares of common stock on a pari passu, pro rata basis. However, preferred stock does not participate in undistributed net losses.
9.COMMITMENTS AND CONTINGENCIES
Commitments
Firm Transportation and Gathering Agreements
The Company has contractual commitments with midstream and pipeline companies for future gathering and transportation of natural gas from the Company's producing wells to downstream markets. Under certain of these agreements, the Company has minimum daily volume commitments. The Company is also obligated under certain of these arrangements to pay a demand charge for firm capacity rights on pipeline systems regardless of the amount of pipeline capacity utilized by the Company. If the Company does not utilize the capacity, it often can release it to other counterparties, thus reducing the cost of these commitments. Working interest owners and royalty interest owners, where appropriate, will be responsible for their proportionate share of these costs. Commitments related to future firm transportation and gathering agreements are not recorded as obligations in the accompanying consolidated balance sheets; however, costs associated with utilized future firm transportation and gathering agreements are reflected in the Company's estimates of proved reserves.
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A summary of these commitments at March 31, 2025, are set forth in the table below (in thousands):
| Remaining 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Future Firm Sales Commitments
The Company has entered into various firm sales contracts to deliver and sell natural gas. The Company expects to fulfill its delivery commitments primarily with production from proved developed reserves. The Company's operated production has generally been sufficient to satisfy its delivery commitments during the periods presented, and it expects its operated production will continue to be the primary means of fulfilling its future commitments. However, where the Company's operated production is not sufficient to satisfy its delivery commitments, it can and may use spot market purchases to satisfy the commitments.
A summary of these volume commitments at March 31, 2025, are set forth in the table below (MMBtu per day):
| Remaining 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | |||||
Other Operational Commitments
The Company entered into various contractual commitments to purchase inventory and other material to be used in future activities. The Company's commitment to purchase these materials continues through 2025, with approximately $4.1 million remaining.
Contingencies
The Company is involved in a number of litigation and regulatory proceedings including those described below. Many of these proceedings are in early stages, and many of them seek or may seek damages and penalties, the amount of which is indeterminate. The Company's total accrued liabilities in respect of litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses after considering, among other factors, the progress of each case or proceeding, its experience and the experience of others in similar cases or proceedings, and the opinions and views of legal counsel. Significant judgment is required in making these estimates and their final liabilities may ultimately be materially different. In accordance with ASC Topic 450, Contingencies, an accrual is recorded for a material loss contingency when its occurrence is probable and damages are reasonably estimable based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes.
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Litigation and Regulatory Proceedings
The Company, along with other oil and gas companies, have been named as a defendant in a number of lawsuits where Plaintiffs assert their respective leases are limited to the Utica/Marcellus shale geological formations and allege that Defendants have willfully trespassed and illegally produced oil, natural gas, and other hydrocarbon products beyond these respective formations. They also allege that Defendants engaged in conversion and were unjustly enriched. Plaintiffs seek the full value of any production from below the Utica/Marcellus shale formations, unspecified damages from the diminution of value to their mineral estate, unspecified punitive damages, and the payment of reasonable attorney fees, legal expenses, and interest. On April 27, 2021, the Bankruptcy Court for the Southern District of Texas approved a settlement agreement in which the plaintiffs fully released the Company from all claims that accrued and any damages related to the period before the effective date of the Company’s Chapter 11 plan, which occurred on May 17, 2021. The plaintiffs are continuing to pursue alleged damages after May 17, 2021.
The Company received Notice and Finding of Violations (“NOV/FOVs”) from the USEPA alleging violations of the Clean Air Act at 17 locations in Ohio between 2013 and 2019. On January 22, 2020, the Company entered a Consent Decree with the Department of Justice and USEPA addressing Gulfport's failure to capture and control air emissions from storage vessels and to comply with associated inspection, recordkeeping, and reporting requirements. During the process of terminating the Consent Decree, the Company was informed that there were untimely repairs on a number of locations subject to the Company's Consent Decree that failed to comply with Subpart OOOO or Permit to Install and Operate Applications. On July 31, 2024, the Company received a NOV/FOV from USEPA related to the alleged untimely repairs. While these repairs have been completed, resolution of the matter may result in monetary sanctions exceeding $300,000 . The Company also received a Demand for Stipulated Penalties for Certain Instances of Alleged Non-Compliance with Consent Decree Requirements from the United States Department of Justice (“USDOJ”) on September 5, 2024. The Company paid a $97,500 penalty to resolve the USDOJ demand for stipulated penalties.
In November 2020, Robert T. Stephenson and Sandra J. Bass, as the Successor Co-Trustees of the Robert L. Stephenson Living Trust, dated January 28, 2004, and express trust; and Norma E. Stephenson, Trustee of the Norma E. Stephenson Living Trust, dated July 29, 1991, and express trust filed an action against the Company in the District Court of Grady County in the State of Oklahoma. In June 2021 the case was removed to the United States District Court for the Western District of Oklahoma. The parties have engaged in discovery and a trial has been set for Summer 2025. The complaint alleges that the Company has failed to comply with a Letter Agreement from April 1979 granting an overriding royalty interest covering 16 sections (approximately 10,240 acres). The plaintiffs seek quiet title, declaratory judgment, breach of contract, specific performance, and damages under the Oklahoma Production Revenue Standards Act. Given the nature of this matter, the Company is unable to reasonably estimate the total possible loss or ranges of loss. The Company believes it has strong defenses to these claims and intends to vigorously defend this matter; however, an adverse decision could have a material effect on the Company, its financial condition, results of operations, and cash flows.
In January 2025, Grace E. Moore Great Grandchildren Trust of 2006, Joseph Gorsha, Damon Faldowski, Damon Faldowski II, and Mark Faldowski, individually and on behalf of all others similarly situated, filed a class action against Gulfport and another natural gas producer in the United States District Court, Southern District of Ohio, Eastern Division. The lawsuit alleges, among other things, that defendants underpaid royalties to the plaintiffs in connection with the production and sale of natural gas and NGL involving a variety of lease forms. The lawsuit seeks compensatory damages, injunctive relief regarding royalty payment practices, restitution, disgorgement of profits, prejudgment interest, post-judgment interest, attorney’s fees, and costs. In April 2025, the United States Court of Appeals for the Sixth Circuit ruled that another operator in Ohio could not deduct certain processing and fractionation charges under one lease form that included a version of a market enhancement clause. Given the preliminary nature of this action, we are currently unable to estimate what liability may result from this matter.
Business Operations
The Company is involved in various lawsuits and disputes incidental to its business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions.
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Environmental Contingencies
The nature of the oil and gas business carries with it certain environmental risks for Gulfport and its subsidiaries. Gulfport and its subsidiaries have implemented various policies, programs, procedures, training and audits to reduce and mitigate environmental risks. The Company conducts periodic reviews, on a company-wide basis, to assess changes in its environmental risk profile. Environmental reserves are established for environmental liabilities for which economic losses are probable and reasonably estimable. The Company manages its exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, it may, among other things, exclude a property from the transaction, require the seller to remediate the property to its satisfaction in an acquisition or agree to assume liability for the remediation of the property.
Other Matters
Based on management’s current assessment, they are of the opinion that no pending or threatened lawsuit or dispute relating to its business operations is likely to have a material adverse effect on their future consolidated financial position, results of operations or cash flows. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.
10.DERIVATIVE INSTRUMENTS
Natural Gas, Oil and NGL Derivative Instruments
The Company seeks to mitigate risks related to unfavorable changes in natural gas, oil and NGL prices, which are subject to significant and often volatile fluctuation, by entering into over-the-counter fixed price swaps, basis swaps, costless collars and various types of option contracts. These contracts allow the Company to mitigate the impact of declines in future natural gas, oil and NGL prices by effectively locking in a floor price for a certain level of the Company’s production. However, these hedge contracts also limit the benefit to the Company in periods of favorable price movements.
The volume of production subject to commodity derivative instruments and the mix of the instruments are frequently evaluated and adjusted by management in response to changing market conditions. Gulfport may enter into commodity derivative contracts up to limitations set forth in its Credit Facility. The Company generally enters into commodity derivative contracts for approximately 30 % to 70 % of its forecasted current year annual production by the end of the first quarter of each fiscal year. The Company typically enters into commodity derivative contracts for the next 12 to 36 months. Gulfport does not enter into commodity derivative contracts for speculative purposes.
The Company does not currently have any commodity derivative transactions that have margin requirements or collateral provisions that would require payments prior to the scheduled settlement dates. The Company's commodity derivative contract counterparties are typically financial institutions and energy trading firms with investment-grade credit ratings. Gulfport routinely monitors and manages its exposure to counterparty risk by requiring specific minimum credit standards for all counterparties, actively monitoring counterparties' public credit ratings and avoiding the concentration of credit exposure by transacting with multiple counterparties. The Company has master netting agreements with some counterparties that allow the offsetting of receivables and payables in a default situation. As of March 31, 2025, our commodity derivative contracts were spread among 12 counterparties.
Fixed price swaps require that the Company receive a fixed price and pay a floating market price to the counterparty for the hedged commodity. They are settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price is less than the price specified in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the volume. Similarly, when the referenced settlement price exceeds the price specified in the contract, the Company pays the counterparty an amount based on the price difference multiplied by the volume.
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The Company has entered into natural gas, crude oil and NGL fixed price swap contracts based off the NYMEX Henry Hub, NYMEX WTI and Mont Belvieu C3 indices. Below is a summary of the Company’s open fixed price swap positions as of March 31, 2025:
| Index | Daily Volume | Weighted Average Price | |||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | |||||||||||||||
| Remaining 2025 | NYMEX Henry Hub | $ | |||||||||||||||
| 2026 | NYMEX Henry Hub | $ | |||||||||||||||
| Oil | (Bbl/d) | ($/Bbl) | |||||||||||||||
| Remaining 2025 | NYMEX WTI | $ | |||||||||||||||
| NGL | (Bbl/d) | ($/Bbl) | |||||||||||||||
| Remaining 2025 | Mont Belvieu C3 | $ | |||||||||||||||
| 2026 | Mont Belvieu C3 | $ | |||||||||||||||
Each two-way costless collar has a set floor and ceiling price for the hedged production. They are settled monthly based on differences between the floor and ceiling prices specified in the contract and the referenced settlement price. If the applicable monthly price indices are outside of the ranges set by the floor and ceiling prices in the collar contracts, the Company will cash-settle the difference with the hedge counterparty. When the referenced settlement price is less than the floor price in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the hedged contract volume. Similarly, when the referenced settlement price exceeds the ceiling price specified in the contract, the Company pays the counterparty an amount based on the price difference multiplied by the hedged contract volume. No payment is due from either party if the referenced settlement price is within the range set by the floor and ceiling prices.
The Company has entered into natural gas costless collars based off the NYMEX Henry Hub index. Below is a summary of the Company's costless collar positions as of March 31, 2025:
| Index | Daily Volume | Weighted Average Floor Price | Weighted Average Ceiling Price | ||||||||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | ($/MMBtu) | ||||||||||||||||||||
| Remaining 2025 | NYMEX Henry Hub | $ | $ | ||||||||||||||||||||
| 2026 | NYMEX Henry Hub | $ | $ | ||||||||||||||||||||
From time to time, the Company has sold natural gas call options in exchange for a premium, and used the associated premiums received to enhance the fixed price for a portion of the fixed price natural gas swaps. Each sold call option has an established ceiling price. If at the time of settlement the referenced settlement price exceeds the ceiling price, the Company pays its counterparty an amount equal to the difference between the referenced settlement price and the price ceiling multiplied by the hedged contract volumes. No payment is due from either party if the referenced settlement price is below the price ceiling. Below is a summary of the Company's open sold call option positions as of March 31, 2025:
| Index | Daily Volume | Weighted Average Price | |||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | |||||||||||||||
| Remaining 2025 | NYMEX Henry Hub | $ | |||||||||||||||
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In addition, the Company has entered into natural gas basis swap positions. These instruments are arrangements that guarantee a fixed price differential to NYMEX Henry Hub from a specified delivery point. The Company receives the fixed price differential and pays the floating market price differential to the counterparty for the hedged commodity. As of March 31, 2025, the Company had the following natural gas basis swap positions open:
| Gulfport Pays | Gulfport Receives | Daily Volume | Weighted Average Fixed Spread | ||||||||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | |||||||||||||||||||||
| Remaining 2025 | Rex Zone 3 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| Remaining 2025 | NGPL TXOK | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| Remaining 2025 | TETCO M2 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| Remaining 2025 | Transco Station 85 | NYMEX Plus Fixed Spread | $ | ||||||||||||||||||||
| Remaining 2025 | TGP 500 | NYMEX Plus Fixed Spread | $ | ||||||||||||||||||||
| 2026 | Rex Zone 3 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| 2026 | NGPL TXOK | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| 2026 | TETCO M2 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| 2026 | Transco Station 85 | NYMEX Plus Fixed Spread | $ | ||||||||||||||||||||
| 2026 | TGP 500 | NYMEX Plus Fixed Spread | $ | ||||||||||||||||||||
Balance Sheet Presentation
The Company reports the fair value of derivative instruments on the consolidated balance sheets as derivative instruments under current assets, noncurrent assets, current liabilities and noncurrent liabilities on a gross basis. The Company determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades. The following table presents the fair value of the Company’s derivative instruments on a gross basis at March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Short-term derivative asset | $ | $ | |||||||||
| Long-term derivative asset | |||||||||||
| Short-term derivative liability | ( | ( | |||||||||
| Long-term derivative liability | ( | ( | |||||||||
| Total commodity derivative position | $ | ( | $ | ( | |||||||
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Gains and Losses
The following table presents the gain and loss recognized in net gain (loss) on natural gas, oil and NGL derivatives in the accompanying consolidated statements of operations for the three months ended March 31, 2025 and 2024 (in thousands):
| Net gain (loss) on derivative instruments | |||||||||||
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Natural gas derivatives - fair value losses | $ | ( | $ | ( | |||||||
| Natural gas derivatives - settlement (losses) gains | ( | ||||||||||
| Total (losses) gains on natural gas derivatives | ( | ||||||||||
| Oil and condensate derivatives - fair value losses | ( | ( | |||||||||
| Oil and condensate derivatives - settlement gains | |||||||||||
| Total gains (losses) on oil and condensate derivatives | ( | ||||||||||
| NGL derivatives - fair value losses | ( | ( | |||||||||
| NGL derivatives - settlement losses | ( | ( | |||||||||
| Total losses on NGL derivatives | ( | ( | |||||||||
| Total (losses) gains on natural gas, oil and NGL derivatives | $ | ( | $ | ||||||||
Offsetting of Derivative Assets and Liabilities
As noted above, the Company records the fair value of derivative instruments on a gross basis. The following tables present the gross amounts of recognized derivative assets and liabilities in the consolidated balance sheets and the amounts that are subject to offsetting under master netting arrangements with counterparties, all at fair value (in thousands):
| As of March 31, 2025 | |||||||||||||||||
| Gross Assets (Liabilities) Presented in the Consolidated Balance Sheets | Gross Amounts Subject to Master Netting Agreements | Net Amount | |||||||||||||||
| Derivative assets | $ | $ | ( | $ | |||||||||||||
| Derivative liabilities | $ | ( | $ | $ | ( | ||||||||||||
| As of December 31, 2024 | |||||||||||||||||
| Gross Assets (Liabilities) Presented in the Consolidated Balance Sheets | Gross Amounts Subject to Master Netting Agreements | Net Amount | |||||||||||||||
| Derivative assets | $ | $ | ( | $ | |||||||||||||
| Derivative liabilities | $ | ( | $ | $ | ( | ||||||||||||
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Concentration of Credit Risk
By using derivative instruments that are not traded on an exchange, the Company is exposed to the credit risk of its counterparties. Credit risk is the risk of loss from counterparties not performing under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty is expected to owe the Company, which creates credit risk. To minimize the credit risk in derivative instruments, it is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. The Company’s derivative contracts are spread between multiple counterparties to lessen its exposure to any individual counterparty. Additionally, the Company uses master netting agreements to minimize credit risk exposure. The creditworthiness of the Company’s counterparties is subject to periodic review. None of the Company’s derivative instrument contracts contain credit-risk related contingent features. Other than as provided by the Company’s revolving credit facility, the Company is not required to provide credit support or collateral to any of its counterparties under its derivative instruments, nor are the counterparties required to provide credit support to the Company.
11.FAIR VALUE MEASUREMENTS
The Company records certain financial and non-financial assets and liabilities on the balance sheet at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. Fair value measurements are classified and disclosed in one of the following categories:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.
Level 2 – Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 – Significant inputs to the valuation model are unobservable.
Valuation techniques that maximize the use of observable inputs are favored. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter.
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Financial assets and liabilities
The following tables summarize the Company’s financial and non-financial assets and liabilities by valuation level as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
| Contingent consideration arrangement | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
| Contingent consideration arrangement | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
The Company estimates the fair value of all derivative instruments using industry-standard models that consider various assumptions, including current market and contractual prices for the underlying instruments, implied volatility, time value, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data.
The Company's SCOOP water infrastructure sale, which closed in the first quarter of 2020, included a contingent consideration arrangement. As of March 31, 2025, the fair value of the contingent consideration was $2.5 million, of which $0.3 million is included in prepaid expenses and other assets and $2.2 million is included in other assets in the accompanying consolidated balance sheets. The fair value of the contingent consideration arrangement is calculated using discounted cash flow techniques and is based on internal estimates of the Company's future development program and water production levels. Given the unobservable nature of the inputs, the fair value measurement of the contingent consideration arrangement is deemed to use Level 3 inputs. The Company records changes in fair value in earnings. The Company recognized a $0.1 million loss for the three months ended March 31, 2025, and did not recognize a gain or loss for the three months ended March 31, 2024 with respect to this contingent consideration arrangement. These fair value changes are included in Other, net in the accompanying consolidated statements of operations.
Non-financial assets and liabilities
The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and gas properties. Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. See Note 3 for further discussion of the Company’s asset retirement obligations.
Fair value of other financial instruments
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12.REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition
The Company’s revenues are primarily derived from the sale of natural gas, oil, condensate and NGL. These sales are recognized in the period that the performance obligations are satisfied. The Company generally considers the delivery of each unit (MMBtu or Bbl) to be separately identifiable and represents a distinct performance obligation that is satisfied at the time control of the product is transferred to the customer. Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. These contracts typically include variable consideration that is based on pricing tied to market indices and volumes delivered in the current month. As such, this market pricing may be constrained (i.e., not estimable) at the inception of the contract but will be recognized based on the applicable market pricing, which will be known upon transfer of the goods to the customer. The payment date is usually within 30 days of the end of the calendar month in which the commodity is delivered.
Gathering, processing and compression fees attributable to gas processing, as well as any transportation fees, including firm transportation fees, incurred to deliver the product to the purchaser, are presented as transportation, gathering, processing and compression expense in the accompanying consolidated statements of operations.
Transaction Price Allocated to Remaining Performance Obligations
A significant number of the Company's product sales are short-term in nature generally through evergreen contracts with contract terms of one year or less. These contracts typically automatically renew under the same provisions. For those contracts, the Company has utilized the practical expedient allowed in the revenue accounting standard that exempts the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
For product sales that have a contract term greater than one year, the Company has utilized the practical expedient that exempts the Company from disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. Currently, the Company's product sales that have a contractual term greater than one year have no long-term fixed consideration.
Contract Balances
Receivables from contracts with customers are recorded when the right to consideration becomes unconditional, generally when control of the product has been transferred to the customer. Receivables from contracts with customers were $158.1 million and $155.9 million as of March 31, 2025 and December 31, 2024, respectively, and are reported in accounts receivable - oil and natural gas sales, and natural gas liquids sales in the accompanying consolidated balance sheets. The Company currently has no assets or liabilities related to its revenue contracts, including no upfront or rights to deficiency payments.
Prior-Period Performance Obligations
The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain sales may be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production that was delivered to the purchaser and the price that will be received for the sale of the product . The differences between the estimates and the actual amounts for product sales is recorded in the month that payment is received from the purchaser. For each of the periods presented, revenue recognized in the reporting periods related to performance obligations satisfied in prior reporting periods was not material.
13.LEASES
Nature of Leases
The Company has operating leases on certain equipment with remaining lease durations in excess of one year. The Company recognizes a right-of-use asset and lease liability on the balance sheet for all leases with lease terms of greater than one year. Short-term leases that have an initial term of one year or less are not capitalized.
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The Company has historically entered into contracts for drilling rigs with varying terms with third parties to ensure operational continuity, cost control and rig availability in its operations. At March 31, 2025, the Company did not have any active long-term drilling rig contracts.
The Company rents office space for its corporate headquarters, field locations and certain other equipment from third parties, which expire at various dates through 2027. These agreements are typically structured with non-cancelable terms of one year to five years . The Company has determined these agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. The Company has included any renewal options that it has determined are reasonably certain of exercise in the determination of the lease terms.
Discount Rate
As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company's incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
Future amounts due under operating lease liabilities as of March 31, 2025 were as follows (in thousands):
| Remaining 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Total lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Total | $ | ||||
Lease costs incurred for the three months ended March 31, 2025 and 2024, consisted of the following (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Operating lease cost | $ | $ | |||||||||
| Variable lease cost | |||||||||||
| Short-term lease cost | |||||||||||
Total lease cost(1) | $ | $ | |||||||||
(1) The majority of the Company's total lease cost was capitalized to the full cost pool, and the remainder was included in either lease operating expenses or general and administrative expenses in the accompanying consolidated statements of operations.
14.INCOME TAXES
The Company records its quarterly tax provision based on an estimate of the annual effective tax rate expected to apply to continuing operations for the various jurisdictions in which it operates. The tax effects of certain items, such as tax rate changes, significant unusual or infrequent items, and certain changes in the assessment of the realizability of deferred taxes, are recognized as discrete items in the period in which they occur and are excluded from the estimated annual effective tax rate.
The Company's effective income tax rate was 27.5 % and 22.4 % for the three months ended March 31, 2025 and 2024 respectively. The difference between the actual rate and the statutory rate for the three months ended March 31, 2025 is primarily related to the excess tax benefit recorded discretely during the period.
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At each reporting period, the Company weighs all available positive and negative evidence to determine whether its deferred tax assets are more likely than not to be realized. A valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. To assess that likelihood, the Company uses estimates and judgment regarding future taxable income and considers the tax laws in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities and tax planning strategies as well as the current and forecasted business economics of the oil and gas industry. Based upon the Company’s analysis, the Company currently believes that it is more likely than not that a portion of the Company's federal and state deferred tax assets will be utilized. The Company has an $83.7 million valuation allowance associated with its federal and state deferred tax assets.
The Company will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to the deferred tax assets. Changes in positive and negative evidence, including differences between estimated and actual results, could result in changes in the valuation of the deferred tax assets that could have a material impact on the consolidated financial statements. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.
15.RELATED PARTY TRANSACTIONS
Share Repurchase Program
On March 19, 2024, the Company purchased 97,219 shares of its common stock from Silver Point Capital, L.P. for approximately $15.0 million. The repurchase is part of the Company's existing share Repurchase Program. Upon closing of the transaction on March 19, 2024, the repurchased common stock was cancelled.
16.SUBSEQUENT EVENTS
Natural Gas, Oil and NGL Derivative Instruments
Subsequent to March 31, 2025, as of April 30, 2025, the Company entered into the following derivative contracts:
| Period | Type of Derivative Instrument | Index | Daily Volume | Weighted Average Price | ||||||||||||||||||||||
Natural Gas | (MMBtu/d) | ($/MMBtu) | ||||||||||||||||||||||||
2025 | Costless Collars | NYMEX Henry Hub | $ | |||||||||||||||||||||||
2026 | Costless Collars | NYMEX Henry Hub | $ | |||||||||||||||||||||||
Credit Facility Redetermination
On May 5, 2025, Gulfport completed its semi-annual borrowing base redetermination under its Credit Facility during which the borrowing base was reaffirmed at $1.1 billion with elected commitments remaining at $1 billion.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide the reader of the financial statements with a narrative from the perspective of management on the financial condition, results of operations, liquidity and certain other factors that may affect the Company's operating results. MD&A should be read in conjunction with the financial statements and related Notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The following information updates the discussion of Gulfport’s financial condition provided in its Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), and analyzes the changes in the results of operations between the periods of January 1, 2025 through March 31, 2025 and January 1, 2024 through March 31, 2024. For definitions of commonly used natural gas and oil terms found in this Quarterly Report on Form 10-Q, please refer to the “Definitions” provided in this report.
Overview
Gulfport is an independent natural gas-weighted exploration and production company with assets primarily located in the Appalachia and Anadarko basins. Our principal properties are located in eastern Ohio targeting the Utica and Marcellus and in central Oklahoma targeting the SCOOP Woodford and Springer formations. Our strategy is to develop our assets in a safe, environmentally responsible manner, while generating sustainable cash flow, improving margins and operating efficiencies and returning capital to shareholders. To accomplish these goals, we allocate capital to projects we believe offer the highest rate of return and we deploy leading drilling and completion techniques and technologies in our development efforts.
Recent Developments
Credit Facility
On May 5, 2025, Gulfport completed its semi-annual borrowing base redetermination under its Credit Facility during which the borrowing base was reaffirmed at $1.1 billion with elected commitments remaining at $1 billion.
Share Repurchase Program
During the three months ended March 31, 2025, the Company repurchased 340,664 shares for $60.0 million at a weighted average price of $176.13 per share. As of March 31, 2025, the Company repurchased 5.9 million shares for $644.1 million at a weighted average price of $108.99 per share since the inception of the Repurchase Program.
Executive Orders
Recently announced changes under the Trump Administration, through executive orders and regulatory rollbacks, signal a shift in United States energy polices, creating a more uncertain regulatory landscape which may impact our business and operations.
Tariffs and Trading Relationships
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials, contribute to inflation in the markets in which we operate, delay access to capital markets and increase the likelihood of an economic downturn. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
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2025 Operational and Financial Highlights
During the first quarter of 2025, we had the following notable achievements:
•Reported total net production of 929.3 MMcfe per day.
•Turned to sales seven gross (6.99 net) operated wells.
•Generated $177.3 million of operating cash flows.
•Reduced outstanding Credit Facility borrowings by $3.0 million as compared to December 31, 2024.
•Repurchased 340,664 shares for $60.0 million at a weighted average price of $176.13 per share.
•Exited the quarter with total liquidity of $906.5 million.
2025 Production and Drilling Activity
Production Volumes
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Natural gas (Mcf/day) | |||||||||||
| Utica & Marcellus | 686,964 | 811,357 | |||||||||
| SCOOP | 150,851 | 162,207 | |||||||||
| Total | 837,816 | 973,564 | |||||||||
| Oil and condensate (Bbl/day) | |||||||||||
| Utica & Marcellus | 3,861 | 1,348 | |||||||||
| SCOOP | 1,420 | 1,980 | |||||||||
| Total | 5,282 | 3,329 | |||||||||
| NGL (Bbl/day) | |||||||||||
| Utica & Marcellus | 3,495 | 1,981 | |||||||||
| SCOOP | 6,467 | 8,050 | |||||||||
| Total | 9,962 | 10,031 | |||||||||
| Combined (Mcfe/day) | |||||||||||
| Utica & Marcellus | 731,105 | 831,333 | |||||||||
| SCOOP | 198,175 | 222,389 | |||||||||
| Total | 929,280 | 1,053,722 | |||||||||
| Totals may not sum or recalculate due to rounding. | |||||||||||
Our total net production averaged approximately 929.3 MMcfe per day during the three months ended March 31, 2025, as compared to 1,053.7 MMcfe per day during the three months ended March 31, 2024. Production per day declined primarily due to natural declines resulting from the timing of our 2024 and 2025 development programs.
Utica/Marcellus. We spud eight gross (7.98 net) wells targeting the Utica formation during the three months ended March 31, 2025. In addition, we commenced sales on seven gross (6.99 net) operated Utica wells in March 2025.
As of April 30, 2025, we had two operated drilling rigs running in Ohio drilling the Utica formation.
SCOOP. We did not spud or commence sales on any operated wells in the SCOOP during the three months ended March 31, 2025.
As of April 30, 2025, we did not have an operated drilling rig running in the SCOOP.
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RESULTS OF OPERATIONS
Comparison of the Three Month Periods Ended March 31, 2025 and 2024
Natural Gas, Oil and Condensate and NGL Production and Pricing (sales totals in thousands)
The following table summarizes our natural gas, oil and condensate and NGL production, and related pricing for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Some totals below may not sum or recalculate due to rounding.
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Natural gas sales | |||||||||||
| Natural gas production volumes (MMcf) | 75,403 | 88,594 | |||||||||
| Natural gas production volumes (MMcf) per day | 838 | 974 | |||||||||
| Total sales | $ | 281,506 | $ | 188,286 | |||||||
| Average price without the impact of derivatives ($/Mcf) | $ | 3.73 | $ | 2.13 | |||||||
| Impact from settled derivatives ($/Mcf) | $ | (0.12) | $ | 0.75 | |||||||
| Average price, including settled derivatives ($/Mcf) | $ | 3.61 | $ | 2.88 | |||||||
| Oil and condensate sales | |||||||||||
| Oil and condensate production volumes (MBbl) | 475 | 303 | |||||||||
| Oil and condensate production volumes (MBbl) per day | 5 | 3 | |||||||||
| Total sales | $ | 31,259 | $ | 21,701 | |||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 65.76 | $ | 71.64 | |||||||
| Impact from settled derivatives ($/Bbl) | $ | 1.06 | $ | 0.04 | |||||||
| Average price, including settled derivatives ($/Bbl) | $ | 66.82 | $ | 71.68 | |||||||
| NGL sales | |||||||||||
| NGL production volumes (MBbl) | 897 | 913 | |||||||||
| NGL production volumes (MBbl) per day | 10 | 10 | |||||||||
| Total sales | $ | 30,817 | $ | 28,106 | |||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 34.37 | $ | 30.79 | |||||||
| Impact from settled derivatives ($/Bbl) | $ | (1.53) | $ | (1.25) | |||||||
| Average price, including settled derivatives ($/Bbl) | $ | 32.84 | $ | 29.54 | |||||||
| Natural gas, oil and condensate and NGL sales | |||||||||||
| Natural gas equivalents (MMcfe) | 83,635 | 95,889 | |||||||||
| Natural gas equivalents (MMcfe) per day | 929 | 1,054 | |||||||||
| Total sales | $ | 343,582 | $ | 238,093 | |||||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 4.11 | $ | 2.48 | |||||||
| Impact from settled derivatives ($/Mcfe) | $ | (0.12) | $ | 0.68 | |||||||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.99 | $ | 3.16 | |||||||
| Production Costs: | |||||||||||
| Average lease operating expenses ($/Mcfe) | $ | 0.24 | $ | 0.18 | |||||||
| Average taxes other than income ($/Mcfe) | $ | 0.08 | $ | 0.09 | |||||||
| Average transportation, gathering, processing and compression ($/Mcfe) | $ | 0.99 | $ | 0.90 | |||||||
| Total lease operating expenses, taxes other than income and midstream costs ($/Mcfe) | $ | 1.31 | $ | 1.16 | |||||||
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Natural Gas, Oil and Condensate and NGL Sales (in thousands)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| Natural gas | $ | 281,506 | $ | 188,286 | 50 | % | |||||||||||
| Oil and condensate | 31,259 | 21,701 | 44 | % | |||||||||||||
| NGL | 30,817 | 28,106 | 10 | % | |||||||||||||
| Natural gas, oil and condensate and NGL sales | $ | 343,582 | $ | 238,093 | 44 | % | |||||||||||
The increase in natural gas sales without the impact of derivatives when comparing the three months ended March 31, 2025, to the three months ended March 31, 2024 was due to a 76% increase in realized natural gas prices, partially offset by a 15% decrease in sales volumes. The realized price change was primarily driven by the increase in the average Henry Hub gas index from $2.24 per Mcf in the three months ended March 31, 2024, to $3.65 per Mcf during the three months ended March 31, 2025. The 15% decrease in natural gas production was primarily due to natural declines partially offset by our 2024 and 2025 development programs.
The increase in oil and condensate sales without the impact of derivatives when comparing the three months ended March 31, 2025, to the three months ended March 31, 2024, was due to a 57% increase in sales volumes, partially offset by an 8% decrease in realized prices. The 57% increase in oil and condensate production was primarily due to commencement of sales on new wells targeting the Utica liquids window. The realized price change was primarily driven by the decrease in the average WTI crude index from $76.96 per barrel in the three months ended March 31, 2024, to $71.42 per barrel during the three months ended March 31, 2025.
The increase in NGL sales without the impact of derivatives when comparing the three months ended March 31, 2025, to the three months ended March 31, 2024, was due to a 12% increase in realized prices, partially offset by a 2% decrease in NGL sales volumes. The realized price change was driven by the increase in the average Mont Belvieu NGL index from $30.46 per barrel in the three months ended March 31, 2024, to $34.42 per barrel during the three months ended March 31, 2025. The 2% decrease in NGL production was primarily due to natural declines partially offset by our 2024 and 2025 development programs.
Natural Gas, Oil and NGL Derivatives (in thousands)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Natural gas derivatives - fair value losses | $ | (133,664) | $ | (11,479) | |||||||
| Natural gas derivatives - settlement (losses) gains | (9,025) | 66,451 | |||||||||
| Total (losses) gains on natural gas derivatives | (142,689) | 54,972 | |||||||||
| Oil and condensate derivatives - fair value losses | (6) | (2,460) | |||||||||
| Oil and condensate derivatives - settlement gains | 504 | 12 | |||||||||
| Total gains (losses) on oil and condensate derivatives | 498 | (2,448) | |||||||||
| NGL derivatives - fair value losses | (2,988) | (6,247) | |||||||||
| NGL derivatives - settlement losses | (1,369) | (1,141) | |||||||||
| Total losses on NGL derivatives | (4,357) | (7,388) | |||||||||
| Total (losses) gains on natural gas, oil and NGL derivatives | $ | (146,548) | $ | 45,136 | |||||||
We recognize fair value changes on our natural gas, oil and NGL derivative instruments in each reporting period. The changes in fair value resulted from new positions and settlements that occurred during each period, as well as the relationship between contract prices and the associated forward curves. The change in the total gain (loss) for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, was primarily the result of changes in futures pricing for oil, natural gas, and NGLs during each period. See Note 10 of our consolidated financial statements for hedged volumes and pricing.
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Lease Operating Expenses (in thousands, except per unit)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| Lease operating expenses | |||||||||||||||||
| Utica & Marcellus | $ | 13,592 | $ | 10,764 | 26 | % | |||||||||||
| SCOOP | 6,691 | 6,044 | 11 | % | |||||||||||||
| Total lease operating expenses | $ | 20,283 | $ | 16,808 | 21 | % | |||||||||||
| Lease operating expenses per Mcfe | |||||||||||||||||
| Utica & Marcellus | $ | 0.21 | $ | 0.14 | 45 | % | |||||||||||
| SCOOP | 0.38 | 0.30 | 26 | % | |||||||||||||
| Total lease operating expenses per Mcfe | $ | 0.24 | $ | 0.18 | 38 | % | |||||||||||
The increase in our total and per unit LOE for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, was primarily the result of an increase in water hauling, labor and costs associated with winter weather operations.
Taxes Other Than Income (in thousands, except per unit)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| Production taxes | $ | 5,438 | $ | 5,047 | 8 | % | |||||||||||
| Property taxes | 428 | 2,609 | (84) | % | |||||||||||||
| Other | 760 | 604 | 26 | % | |||||||||||||
| Total taxes other than income | $ | 6,626 | $ | 8,260 | (20) | % | |||||||||||
| Total taxes other than income per Mcfe | $ | 0.08 | $ | 0.09 | (8) | % | |||||||||||
The decrease in total and per unit taxes other than income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, was primarily related to a decrease in property taxes.
Transportation, Gathering, Processing and Compression (in thousands, except per unit)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| Transportation, gathering, processing and compression | $ | 82,870 | $ | 86,619 | (4) | % | |||||||||||
| Transportation, gathering, processing and compression per Mcfe | $ | 0.99 | $ | 0.90 | 10 | % | |||||||||||
Transportation, gathering, processing and compression for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, increased on a per unit basis primarily as a result of an increase in the proportion of natural gas liquids and oil and condensate sales and a 12% decrease in total production volumes due to natural declines and the timing of our 2024 and 2025 development programs during the three months ended March 31, 2025.
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Depreciation, Depletion and Amortization (in thousands, except per unit)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| Depreciation, depletion and amortization of oil and gas properties | $ | 65,090 | $ | 79,681 | (18) | % | |||||||||||
| Depreciation, depletion and amortization of other property and equipment | 532 | 342 | 55 | % | |||||||||||||
| Total depreciation, depletion and amortization | $ | 65,622 | $ | 80,023 | (18) | % | |||||||||||
| Depreciation, depletion and amortization per Mcfe | $ | 0.78 | $ | 0.83 | (6) | % | |||||||||||
The total and per unit depreciation, depletion and amortization of our oil and gas properties for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, decreased primarily due to a lower depletion rate resulting from a decline in our amortization base from the full cost ceiling test impairments recorded during 2024, combined with a decrease in our production as noted above.
General and Administrative Expenses (in thousands, except per unit)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| General and administrative expenses, gross | $ | 19,199 | $ | 18,442 | 4 | % | |||||||||||
| Reimbursed from third parties | (3,966) | (3,538) | 12 | % | |||||||||||||
| Capitalized general and administrative expenses | (6,232) | (5,706) | 9 | % | |||||||||||||
| General and administrative expenses, net | $ | 9,001 | $ | 9,198 | (2) | % | |||||||||||
| General and administrative expenses, net per Mcfe | $ | 0.11 | $ | 0.10 | 12 | % | |||||||||||
The decrease in general and administrative expenses for the three months ended March 31, 2025 compared to March 31, 2024, was primarily driven by lower legal expenses partially offset by increased headcount and compensation expenses.
Interest Expense (in thousands, except per unit)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | % Change | |||||||||||||||
| Interest on 2026 Senior Notes | $ | 514 | $ | 11,000 | (95) | % | |||||||||||
| Interest on 2029 Senior Notes | 10,969 | — | 100 | % | |||||||||||||
| Interest expense on Credit Facility | 1,685 | 3,721 | (55) | % | |||||||||||||
| Amortization of loan costs | 1,300 | 945 | 38 | % | |||||||||||||
| Capitalized interest | (1,430) | (1,131) | 26 | % | |||||||||||||
| Other | 318 | 468 | (32) | % | |||||||||||||
| Total interest expense | $ | 13,356 | $ | 15,003 | (11) | % | |||||||||||
| Interest expense per Mcfe | $ | 0.16 | $ | 0.16 | 2 | % | |||||||||||
Due to the tender offer for the 2026 Senior Notes in the third quarter of 2024, interest paid on the 2026 Senior Notes decreased 95% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The Company also incurred $11.0 million of interest on the 2029 Senior Notes for the three months ended March 31, 2025. Interest expense on our Credit Facility decreased 55% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as a result of a lower average interest rate and balance outstanding. Amortization of loan costs increased 38% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as a result of the Fourth Amendment to the Credit Facility which increased the elected commitments. See Note 4 of our consolidated financial statements for further details of our Credit Facility. The Company also capitalized $1.4 million and $1.1 million in interest expense for the three months ended March 31, 2025 and 2024, respectively.
Income Taxes
We recorded an income tax benefit of $0.2 million for the three months ended March 31, 2025 compared to income tax expense of $14.9 million for the three months ended March 31, 2024. See Note 14 of our consolidated financial statements for further discussion of our income tax benefit.
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Liquidity and Capital Resources
Overview. We strive to maintain sufficient liquidity to ensure financial flexibility, withstand commodity price volatility, fund our development projects, operations and capital expenditures and return capital to shareholders. We utilize derivative contracts to reduce the financial impact of commodity price volatility and provide a level of certainty to the Company’s cash flows. We generally fund our operations, planned capital expenditures and any share repurchases with cash flow from our operating activities, cash on hand, and borrowings under our Credit Facility. Additionally, we may access debt and equity markets and sell properties to enhance our liquidity. There is no guarantee that the debt or equity capital markets will be available to us on acceptable terms or at all.
For the three months ended March 31, 2025, our primary sources of capital resources and liquidity have consisted of internally generated cash flows from operations and access to the debt markets, and our primary uses of cash have been for development of our oil and natural gas properties, share repurchases and dividend payments on our preferred stock.
We believe our annual free cash flow generation, borrowing capacity under the Credit Facility and cash on hand will provide sufficient liquidity to fund our operations, capital expenditures, interest expense and share repurchases during the next 12 months and the foreseeable future.
To the extent actual operating results, realized commodity prices or uses of cash differ from our assumptions, our liquidity could be adversely affected. See Note 4 of our consolidated financial statements for further discussion of our debt obligations, including the principal and carrying amounts of our senior notes.
As of March 31, 2025, we had $5.3 million of cash and cash equivalents, $35.0 million outstanding borrowings under our Credit Facility, $63.9 million of letters of credit outstanding, $25.7 million of outstanding 2026 Senior Notes and $650.0 million of outstanding 2029 Senior Notes. Our total principal amount of funded debt as of March 31, 2025 was $710.7 million.
As of April 30, 2025 we had $3.1 million of cash and cash equivalents, $5.0 million in borrowings under our Credit Facility, $63.9 million of letters of credit outstanding, $25.7 million of outstanding 2026 Senior Notes and $650.0 million of outstanding 2029 Senior Notes.
Debt. In May 2021, we issued our 2026 Senior Notes. The 2026 Senior Notes are guaranteed on a senior unsecured basis by each of the Company's subsidiaries that guarantee the Credit Facility. In September 2024, Gulfport Operating purchased approximately 95%, or $524.3 million, of the 2026 Senior Notes in a tender offer using net proceeds received from the private placement of the 2029 Senior Notes. This resulted in extending the maturity of substantially all of our senior notes from 2026 to 2029.
Additionally, on May 1, 2023, the Company entered into that certain Joinder, Commitment Increase and Borrowing Base Redetermination Agreement, and Third Amendment to Credit Agreement (the “Third Amendment”) which amended the Company’s Credit Facility. The Third Amendment, among other things, (a) increased the aggregate elected commitment amounts under the Credit Facility to $900 million, (b) increased the borrowing base under the Credit Facility to $1.1 billion, (c) increased the excess cash threshold under the Credit Facility to $75 million, and (d) extended the maturity date under the Credit Facility from October 14, 2025 to the earlier of (i) May 1, 2027 and (ii) the 91st day prior to the maturity date of the 2026 Senior Notes or any other permitted senior notes or any permitted refinancing debt under the Credit Facility having an aggregate outstanding principal amount equal to or exceeding $100 million; provided that such notes have not been refinanced, redeemed or repaid in full on or prior to such 91st day. On April 18, 2024, Gulfport completed its semi-annual borrowing base redetermination under its Credit Facility during which the borrowing base was reaffirmed at $1.1 billion with elected commitments remaining at $900 million.
On September 12, 2024, the Company entered into the Commitment Increase, Borrowing Base Reaffirmation Agreement, and Fourth Amendment to Credit Agreement (the “Fourth Amendment”), which amended the Company’s Third Amended and Restated Credit Agreement. The Fourth Amendment, among other things, (a) increased the aggregate elected commitment amounts under the Credit Facility to $1.0 billion, (b) reaffirmed the borrowing base under the Credit Facility at $1.1 billion, (c) extended the maturity date under the Credit Facility to September 12, 2028, and (d) reduced the pricing grid by 50 bps.
See Note 4 of our consolidated financial statements for additional discussion of our outstanding debt.
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Dividends on Preferred Stock. As discussed in Note 5 of our consolidated financial statements, holders of preferred stock are entitled to receive cumulative quarterly dividends at a rate of 10% per annum of the Liquidation Preference with respect to cash dividends and 15% per annum of the Liquidation Preference with respect to dividends paid in kind as additional shares of preferred stock (“PIK Dividends”). We currently have the option to pay either cash dividends or PIK Dividends on a quarterly basis.
During the three months ended March 31, 2025, the Company paid $0.9 million of cash dividends to holders of our preferred stock compared to $1.1 million during the three months ended March 31, 2024.
Supplemental Guarantor Financial Information. The 2026 Senior Notes are guaranteed on a senior unsecured basis by all existing consolidated subsidiaries that guarantee our Credit Facility or certain other debt (the “2026 Senior Notes Guarantors”). The 2026 Senior Notes are not guaranteed by Grizzly Holdings or Mule Sky, LLC. The 2026 Senior Notes Guarantors are 100% owned by the Parent, and the guarantees are full, unconditional, joint and several. There are no significant restrictions on the ability of the Parent or the 2026 Senior Notes Guarantors to obtain funds from each other in the form of a dividend or loan. The guarantees rank equally in the right of payment with all of the senior indebtedness of the subsidiary guarantors and senior in the right of payment to any future subordinated indebtedness of the subsidiary guarantors. The 2026 Senior Notes and the guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness (including all borrowings and other obligations under our amended and restated credit agreement) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries that do not guarantee the 2026 Senior Notes.
The 2029 Senior Notes are guaranteed on a senior unsecured basis by Gulfport and certain of Gulfport’s wholly owned subsidiaries (collectively, the “2029 Senior Notes Guarantors” and, together with the 2026 Senior Notes Guarantors, the “Guarantors”) and certain future subsidiaries of Gulfport that become borrowers or guarantors under any credit agreement with an aggregate principal amount outstanding or commitment amount in excess of $15 million. The 2029 Senior Notes Guarantors are 100% owned by the Parent, and the guarantees are full, unconditional, joint and several. There are no significant restrictions on the ability of the Parent or the 2029 Senior Notes Guarantors to obtain funds from each other in the form of a dividend or loan. The guarantees rank (i) senior in right of payment to any future subordinated indebtedness of Gulfport Operating or the 2029 Senior Notes Guarantors, (ii) pari passu in right of payment with all existing and future unsecured senior indebtedness of Gulfport Operating or the 2029 Senior Notes Guarantors, (iii) effectively junior to any secured indebtedness of Gulfport Operating or the 2029 Senior Notes Guarantors, including indebtedness under the credit agreement, to the extent of the value of the collateral securing such indebtedness, and (iv) structurally subordinated in right of payment to all indebtedness and other liabilities of Gulfport Operating’s subsidiaries that are not 2029 Senior Notes Guarantors.
SEC Regulation S-X Rule 13-01 requires the presentation of “Summarized Financial Information” to replace the “Condensed Consolidating Financial Information” required under Rule 3-10. Rule 13-01 allows the omission of Summarized Financial Information if assets, liabilities and results of operations of the Guarantors are not materially different than the corresponding amounts presented in our consolidated financial statements. The Parent and Guarantor subsidiaries comprise our material operations. Therefore, we concluded that the presentation of the Summarized Financial Information is not required as our Summarized Financial Information of the Guarantors is not materially different from our consolidated financial statements.
Derivatives and Hedging Activities. Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. To mitigate a portion of the exposure to adverse market changes, we have entered into various derivative instruments. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to predict with greater certainty the total revenue we will receive. See Item 3 Quantitative and Qualitative Disclosures About Market Risk for further discussion on the impact of commodity price risk on our financial position. Additionally, see Note 10 of our consolidated financial statements for further discussion of derivatives and hedging activities.
Capital Expenditures. Our capital expenditures have historically been related to the execution of our drilling and completion activities in addition to certain lease acquisition activities. Our capital investment strategy is focused on prudently developing our existing properties to generate sustainable cash flow considering current and forecasted commodity prices. For the three months ended March 31, 2025, the Company incurred capital expenditures of $159.8 million related to operated activities, of which $148.6 million related to drilling and completion activities and $11.2 million related to maintenance leasehold and land investment.
Our operated drilling and completion capital expenditures for 2025 are currently estimated to be in the range of $335 million to $355 million. Also, we currently expect to spend approximately $35 million to $40 million in 2025 for maintenance leasehold and land investment, which is focused on near-term drilling programs and facilitating increases in our working interests and lateral footage in units we plan to drill in 2025, 2026 and 2027. We expect this capital program to result in approximately 1,040 to 1,065 MMcfe per day of production in 2025.
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Sources and Uses of Cash
The following table presents the major changes in cash and cash equivalents for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Net cash provided by operating activities | $ | 177,280 | $ | 188,022 | |||||||
| Additions to oil and natural gas properties | (108,231) | (118,146) | |||||||||
| Debt activity, net | (3,000) | (31,000) | |||||||||
| Repurchases of common stock | (57,809) | (29,493) | |||||||||
| Dividends on preferred stock | (862) | (1,105) | |||||||||
| Shares exchanged for tax withholdings | (2,962) | (1,085) | |||||||||
| Other | (547) | (913) | |||||||||
| Net change in cash and cash equivalents | $ | 3,869 | $ | 6,280 | |||||||
| Cash and cash equivalents at end of period | $ | 5,342 | $ | 8,209 | |||||||
Net cash provided by operating activities. Net cash flow provided by operating activities was $177.3 million for the three months ended March 31, 2025, as compared to $188.0 million for the three months ended March 31, 2024.
Additions to oil and natural gas properties. During the three months ended March 31, 2025, we spud eight gross (7.98 net) operated wells and commenced sales from seven gross (6.99 net) operated wells targeting the Utica formation for a total incurred cost of approximately $129.8 million. During the three months ended March 31, 2025, we did not spud or commence sales on any operated wells in the SCOOP and had one operated drilling rig running for a total incurred cost of approximately $18.8 million.
Drilling and completion costs discussed above reflect incurred costs while drilling and completion costs presented in the table below reflect cash payments for drilling and completions. Incurred capital expenditures and cash capital expenditures may vary from period to period due to the cash payment cycle. Cash capital expenditures for the three months ended March 31, 2025 and 2024, were as follows (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||
| Oil and Natural Gas Property Cash Expenditures: | |||||||||||
| Drilling and completion costs | $ | 90,859 | $ | 93,685 | |||||||
| Leasehold acquisitions | 11,207 | 18,360 | |||||||||
| Other | 6,165 | 6,101 | |||||||||
| Total oil and natural gas property expenditures | $ | 108,231 | $ | 118,146 | |||||||
Debt activity, net. In the three months ended March 31, 2025, the Company had $125.0 million and $128.0 million in borrowings and repayments, respectively, on its Credit Facility. As of April 30, 2025 the Company had $5.0 million in borrowings outstanding on its Credit Facility.
Repurchases of common stock. During the three months ended March 31, 2025, the Company repurchased 340,664 shares for approximately $60.0 million under the Repurchase Program at a weighted average price of $176.13 per share. For the same period in 2024, the Company repurchased 210,075 shares for $29.5 million at a weighted average price of $140.39 per share. As of April 30, 2025, we repurchased 5,954,014 shares for approximately $651.6 million under the Repurchase Program at a weighted average price of $109.44 per share.
Dividends on preferred stock. During the three months ended March 31, 2025, the Company paid $0.9 million of cash dividends to holders of our preferred stock compared to $1.1 million in the three months ended March 31, 2024.
Shares exchanged for tax withholdings. During the three months ended March 31, 2025, the Company paid $3.0 million of shares exchanged for tax withholdings compared to $1.1 million in the three months ended March 31, 2024.
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Contractual and Commercial Obligations
We have various contractual obligations in the normal course of our operations and financing activities, as discussed in Note 9 of our consolidated financial statements. There have been no other material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Off-balance Sheet Arrangements
We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of March 31, 2025, our material off-balance sheet arrangements and transactions include $63.9 million in letters of credit outstanding against our Credit Facility and $44.9 million in surety bonds issued. Both the letters of credit and surety bonds are being used as financial assurance, primarily on certain firm transportation agreements. Additionally, the Company entered into various contractual commitments to purchase inventory and other material to be used in future activities. The Company's commitment to purchase these materials continues through 2025, with approximately $4.1 million remaining. There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of our capital resources. See Note 9 of our consolidated financial statements for further discussion of the various financial guarantees we have issued.
Critical Accounting Policies and Estimates
As of March 31, 2025, there have been no significant changes in our critical accounting policies from those disclosed in our 2024 Annual Report on Form 10-K.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
Natural Gas, Oil and Natural Gas Liquids Derivative Instruments. Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. To mitigate a portion of our exposure to adverse price changes, we have entered into various derivative instruments. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to predict with greater certainty the revenue we will receive. We believe our derivative instruments continue to be highly effective in achieving our risk management objectives.
Our general strategy for protecting short-term cash flow and attempting to mitigate exposure to adverse natural gas, oil and NGL price changes is to hedge into strengthening natural gas, oil and NGL futures markets when prices reach levels that management believes provide reasonable rates of return on our invested capital. Information we consider in forming an opinion about future prices includes general economic conditions, industrial output levels and expectations, producer breakeven cost structures, liquefied natural gas trends, oil and natural gas storage inventory levels, industry decline rates for base production and weather trends. Executive management is involved in all risk management activities and the board of directors reviews our derivative program at its quarterly board meetings.
We use derivative instruments to achieve our risk management objectives, including swaps, options and costless collars. All of these are described in more detail below. We typically use swaps for a large portion of the oil and natural gas price risk we hedge. We have also sold calls in the past to take advantage of premiums associated with market price volatility.
We determine the notional volume potentially subject to derivative contracts by reviewing our overall estimated future production levels, which are derived from extensive examination of existing producing reserve estimates and estimates of estimated production from new drilling. Production forecasts are updated at least monthly and adjusted if necessary to actual results and activity levels. We do not enter into derivative contracts for volumes in excess of our share of forecasted production, and if production estimates were lowered for future periods and derivative instruments are already executed for some volume above the new production forecasts, the positions are typically reversed. The actual fixed prices on our derivative instruments is derived from the reference prices from third-party indices such as NYMEX. All of our commodity derivative instruments are net settled based on the difference between the fixed price as stated in the contract and the floating-price, resulting in a net amount due to or from the counterparty.
We review our derivative positions continuously and if future market conditions change and prices are at levels we believe could jeopardize the effectiveness of a position, we will mitigate this risk by either negotiating a cash settlement with our counterparty, restructuring the position or entering a new trade that effectively reverses the current position. The factors we consider in closing or restructuring a position before the settlement date are identical to those we review when deciding to enter the original derivative position.
We have determined the fair value of our derivative instruments utilizing established index prices, volatility curves, discount factors and option pricing models. These estimates are compared to counterparty valuations for reasonableness. Derivative transactions are also subject to the risk that counterparties will be unable to meet their obligations. This non-performance risk is considered in the valuation of our derivative instruments, but to date has not had a material impact on the values of our derivatives. The values we report in our financial statements are as of a point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. See Note 11 of our consolidated financial statements for further discussion of the fair value measurements associated with our derivatives.
As of March 31, 2025, our natural gas, oil and NGL derivative instruments consisted of the following types of instruments:
•Swaps: We receive a fixed price and pay a floating market price to the counterparty for the hedged commodity. In exchange for higher fixed prices on certain of our swap trades, we may sell call options.
•Basis Swaps: These instruments are arrangements that guarantee a fixed price differential to NYMEX from a specified delivery point. We receive the fixed price differential and pay the floating market price differential to the counterparty for the hedged commodity.
•Costless Collars: Each two-way collar has a set floor and ceiling price for the hedged production. If the applicable monthly price indices are outside of the ranges set by the floor and ceiling prices in the various collars, the Company will cash-settle the difference with the counterparty.
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•Call Options: We sell, and occasionally buy, call options in exchange for a premium. At the time of settlement, if the market price exceeds the fixed price of the call option, we pay the counterparty the excess on sold call options, and we would receive the excess on bought call options. If the market price settles below the fixed price of the call option, no payment is due from either party.
Our hedge arrangements may expose us to risk of financial loss in certain circumstances, including instances where production is less than expected or commodity prices increase. At March 31, 2025, we had a net liability derivative position of $149.5 million as compared to a net liability derivative position of $12.9 million as of December 31, 2024. Utilizing actual derivative contractual volumes, a 10% increase in underlying commodity prices would have increased our liability by approximately $97.2 million, while a 10% decrease in underlying commodity prices would have decreased our liability by approximately $93.8 million. However, any realized derivative gain or loss would be substantially offset by a decrease or increase, respectively, in the actual sales value of production covered by the derivative instrument.
Interest Rate Risk. Our Credit Facility is structured under floating rate terms, as advances under these facilities may be in the form of either base rate loans or term benchmark loans. As such, our interest expense is sensitive to fluctuations in the prime rates in the United States, or, if the term benchmark rates are elected, the term benchmark rates. At March 31, 2025, we had $35.0 million outstanding borrowings under our Credit Facility which bore interest at a weighted average rate of 6.79% for the three months ended March 31, 2025. As of March 31, 2025, we did not have any interest rate swaps to hedge interest rate risks.
| ITEM 4. | CONTROLS AND PROCEDURES | ||||
Evaluation of Disclosure Control and Procedures. Under the direction of our Chief Executive Officer and our Chief Financial Officer, and with participation of management, we have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
As of March 31, 2025, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of March 31, 2025, our disclosure controls and procedures are effective.
In designing and evaluating the Company's disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events and the application of judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of these and other inherent limitations of control systems, there is only reasonable assurance that the Company's controls will succeed in achieving their goals under all potential future conditions.
Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
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PART II
| ITEM 1. | LEGAL PROCEEDINGS | ||||
The information with respect to this Item 1. Legal Proceedings is set forth in Note 9 of our consolidated financial statements.
| ITEM 1A. | RISK FACTORS | ||||
Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock or senior notes are described below and under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
Unregistered Sales of Equity Securities
None.
Issuer Repurchases of Equity Securities
Our common stock repurchase activity for the three months ended March 31, 2025 was as follows:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total number of shares purchased as part of publicly announced plans or programs | Approximate maximum dollar value of shares that may yet be purchased under the plans or programs | |||||||||||||||||||
| January 1 - January 31 | 25,086 | $ | 185.83 | 20,635 | $ | 412,074,000 | |||||||||||||||||
| February 1 - February 28 | 44,127 | $ | 181.09 | 44,127 | $ | 404,083,000 | |||||||||||||||||
| March 1 - March 31 | 288,271 | $ | 174.52 | 275,902 | $ | 355,874,000 | |||||||||||||||||
| Total | 357,484 | $ | 176.13 | 340,664 | |||||||||||||||||||
(1) We repurchased and canceled 4,451 and 12,369 shares of our common stock at a weighted average price of $193.70 and $169.80 to satisfy tax withholding requirements incurred upon the vesting of restricted stock unit awards during January and March 2025, respectively.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | ||||
None.
| ITEM 4. | MINE SAFETY DISCLOSURES | ||||
Not applicable.
| ITEM 5. | OTHER INFORMATION | ||||
Trading Arrangements
During the three months ended March 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted terminated
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| ITEM 6. | EXHIBITS | ||||
| INDEX OF EXHIBITS | ||||||||||||||||||||||||||||||||||||||
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | SEC File Number | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 2.1 | 8-K | 001-19514 | 2.2 | 4/29/2021 | ||||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 000-19514 | 3.1 | 5/17/2021 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 000-19514 | 3.2 | 5/17/2021 | ||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1 | X | |||||||||||||||||||||||||||||||||||||
| 32.2 | X | |||||||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||||||||||||||
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 7, 2025
| GULFPORT ENERGY CORPORATION | ||||||||
| By: | /s/ Michael Hodges | |||||||
| Michael Hodges Chief Financial Officer | ||||||||
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Exhibit 31.1
CERTIFICATION
I, John Reinhart, Chief Executive Officer of Gulfport Energy Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gulfport Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2025
| /s/ John Reinhart | |||||
| John Reinhart | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION
I, Michael Hodges, Chief Financial Officer of Gulfport Energy Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gulfport Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2025
| /s/ Michael Hodges | |||||
| Michael Hodges | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
I, John Reinhart, Chief Executive Officer of Gulfport Energy Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 7, 2025
| /s/ John Reinhart | |||||
| John Reinhart | |||||
| Chief Executive Officer | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
I, Michael Hodges, Chief Financial Officer of Gulfport Energy Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 7, 2025
| /s/ Michael Hodges | |||||
| Michael Hodges | |||||
| Chief Financial Officer | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.