UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 1, 2022, Gulfport Energy Corporation (“Gulfport”) issued a press release reporting its financial and operational results for the three months ended September 30, 2022, and provided an update on its 2022 development plan and financial guidance. A copy of the press release and supplemental financial information are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
Also on November 1, 2022, Gulfport posted an updated investor presentation on its website. The presentation may be found on Gulfport’s website at http://www.gulfportenergy.com by selecting “Investors,” “Company Information” and then “Presentations.”
The information in the press release and updated investor presentation is being furnished, not filed, pursuant to Item 2.02 and Item 7.01. Accordingly, the information in the press release and updated investor presentation will not be incorporated by reference into any registration statement filed by Gulfport under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Number | Exhibit | |
| 99.1 | Press release dated November 1, 2022 entitled “Gulfport Energy Reports Third Quarter 2022 Financial and Operating Results.” | |
| 99.2 | Supplemental Financial Information. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GULFPORT ENERGY CORPORATION | ||
| Date: November 1, 2022 | By: |
/s/ William J. Buese |
| William J. Buese | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Gulfport Energy Reports Third Quarter 2022 Financial and Operating Results
OKLAHOMA CITY (November 1, 2022) Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the “Company”) today reported financial and operating results for the three months ended September 30, 2022 and provided an update on its 2022 development plan and financial guidance.
Third Quarter 2022 and Recent Highlights
| ● | Delivered total net production of 914.9 MMcfe per day | |
| ● | Completed four-well Extreme pad in the Utica and brought online at a combined gross peak production rate of approximately 140 MMcfe per day | |
| ● | Reported $18.5 million of net loss and $172.7 million of adjusted EBITDA(1) | |
| ● | Generated $167.9 million of net cash provided by operating activities and $11.1 million of free cash flow(1) | |
| ● | Reaffirmed borrowing base of $1.0 billion with elected commitments to remain at $700 million | |
| ● | Returned approximately $232.8 million of capital to shareholders through the repurchase of approximately 2.7 million shares of common stock through October 27, 2022 | |
| ● | Issued 2022 Corporate Sustainability Report and remain committed to delivering clean, low-carbon energy in a safe, environmentally responsible manner |
“The third quarter marked the most active quarter of Gulfport’s 2022 operational plan, as we completed 18 wells across our operating areas. Our third quarter production came in as expected, turning to sales nine wells in total, six of which occurred during September providing minimal production uplift for the quarter. Our base production and 2022 turn in lines continue to perform at or above expectations and we remain on track to bring online an additional 11 wells during the fourth quarter. We forecast a strong quarter over quarter production increase of more than 15%, and we reiterate our previously provided production guidance,” commented Tim Cutt, CEO of Gulfport.
“To improve the efficiency of our 2023 development program, we have elected to add a top hole drilling rig in the Utica during the fourth quarter of 2022. This will accelerate our drilling program as we enter 2023 and begin drilling seven additional wells during 2022. The accelerated activity will enable us to execute a continuous completion program in the Utica, eliminating the risk of releasing crews in today’s tight service market and providing the opportunity for increased efficiencies and cost savings. This additional capital, coupled with the recent decrease in commodity prices and widening of basis differentials, has resulted in an update to our full year 2022 free cash flow guidance to approximately $300 million.”
“We continue to prioritize the return of capital to our shareholders through common stock repurchases, repurchasing a total of 2.7 million shares since initiating the program, reducing our outstanding common shares by over 10% compared to the start of the program. Consistent with 2022, we expect to return our 2023 free cash flow to shareholders, excluding acquisitions, while maintaining a conservative leverage ratio.”
A company presentation to accompany the Gulfport earnings conference call can be accessed by clicking here.
| 1. | A non-GAAP financial measure. Reconciliations of these non-GAAP measures and other disclosures are provided with the supplemental financial tables available on our website at www.gulfportenergy.com. |
2022 Corporate Sustainability Report
Gulfport today released its 2022 Corporate Sustainability Report. The report is a direct reflection of Gulfport’s continuous improvement culture and incorporates numerous ESG data points. The Company continues prioritizing the delivery of low-emission hydrocarbons the world needs while maintaining our position as a responsible producer. The report is available at gulfportenergy.com/sustainability.
Common Stock Repurchase Program
Gulfport’s Board of Directors previously authorized the Company to repurchase up to $300 million of its outstanding shares of common stock. 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. The Company intends to purchase shares under the repurchase program opportunistically 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.
As of October 27, 2022, the Company had repurchased approximately 2.7 million shares of common stock at a weighted-average share price of $87.37 during 2022, totaling approximately $232.8 million in aggregate.
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Operational Update
The table below summarizes Gulfport’s operated drilling and completion activity for the third quarter of 2022:
| Quarter Ended September 30, 2022 | ||||||||||||
| Gross | Net | Lateral Length | ||||||||||
| Spud | ||||||||||||
| Utica | 4 | 3.8 | 17,950 | |||||||||
| SCOOP | — | — | — | |||||||||
| Drilled | ||||||||||||
| Utica | 3 | 2.6 | 14,250 | |||||||||
| SCOOP | 2 | 1.5 | 10,150 | |||||||||
| Completed | ||||||||||||
| Utica | 12 | 11.7 | 15,000 | |||||||||
| SCOOP | 6 | 3.7 | 10,200 | |||||||||
| Turned-to-Sales | ||||||||||||
| Utica | 7 | 6.8 | 14,850 | |||||||||
| SCOOP | 2 | 1.2 | 10,000 | |||||||||
Gulfport’s net daily production for the third quarter of 2022 averaged 914.9 MMcfe per day, primarily consisting of 615.6 MMcfe per day in the Utica and 299.2 MMcfe per day in the SCOOP. For the third quarter of 2022, Gulfport’s net daily production mix was comprised of approximately 89% natural gas, 8% natural gas liquids (“NGL”) and 3% oil and condensate.
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| Successor | ||||
| Three Months Ended September 30, 2022 | ||||
| Production | ||||
| Natural gas (Mcf/day) | 815,660 | |||
| Oil and condensate (Bbl/day) | 4,366 | |||
| NGL (Bbl/day) | 12,172 | |||
| Total (Mcfe/day) | 914,888 | |||
| Average Prices | ||||
| Natural Gas: | ||||
| Average price without the impact of derivatives ($/Mcf) | $ | 7.80 | ||
| Impact from settled derivatives ($/Mcf) | (4.72 | ) | ||
| Average price, including settled derivatives ($/Mcf) | $ | 3.08 | ||
| Oil and condensate: | ||||
| Average price without the impact of derivatives ($/Bbl) | $ | 89.75 | ||
| Impact from settled derivatives ($/Bbl) | (22.49 | ) | ||
| Average price, including settled derivatives ($/Bbl) | $ | 67.26 | ||
| NGL: | ||||
| Average price without the impact of derivatives ($/Bbl) | $ | 39.61 | ||
| Impact from settled derivatives ($/Bbl) | (2.53 | ) | ||
| Average price, including settled derivatives ($/Bbl) | $ | 37.08 | ||
| Total: | ||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 7.91 | ||
| Impact from settled derivatives ($/Mcfe) | (4.35 | ) | ||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.56 | ||
| Selected operating metrics | ||||
| Lease operating expenses ($/Mcfe) | $ | 0.18 | ||
| Taxes other than income ($/Mcfe) | $ | 0.20 | ||
| Transportation, gathering, processing and compression expense ($/Mcfe) | $ | 1.06 | ||
| Recurring cash general and administrative expenses ($/Mcfe) (non-GAAP) | $ | 0.12 | ||
| Interest expenses ($/Mcfe) | $ | 0.18 | ||
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Capital Investment
Capital investment was $141.4 million (on an incurred basis) for the third quarter of 2022, of which $133.3 million related to drilling and completion (“D&C”) activity and $8.1 million related to leasehold and land investment.
For the nine-month period ended September 30, 2022, capital investment was $346.7 million (on an incurred basis), of which $322.5 million related to D&C activity and $24.2 million to leasehold and land investment.
Financial Position and Liquidity
As of September 30, 2022, Gulfport had approximately $8.3 million of cash and cash equivalents, $179.0 million of borrowings under its credit facility, $113.2 million of letters of credit outstanding and $550 million of outstanding 2026 Senior Notes.
Gulfport’s liquidity at September 30, 2022, totaled approximately $416 million, comprised of the $8.3 million of cash and cash equivalents and approximately $407.8 million of available borrowing capacity under its credit facility.
In September 2022, the company paid approximately $1.3 million in cash dividends on its preferred stock.
Fall Borrowing Base Redetermination
On October 31, 2022, Gulfport completed its semi-annual borrowing base redetermination during which the borrowing base was reaffirmed at $1.0 billion with the elected commitments to remain at $700 million.
Updated Full Year 2022 Guidance
Gulfport has updated its forecasted capital expenditures for D&C activity to include the addition of a top hole drilling rig in the Utica during the fourth quarter of 2022. This increased level of activity will allow for Gulfport to execute a continuous completion program during 2023, ultimately providing the opportunity for increased efficiencies and cost savings. Including this incremental activity, Gulfport now expects to invest in approximately $415 million on D&C capital during 2022. The Company continues to finalize the details of its 2023 development plan but assuming approximately 1.5 rigs in the Utica and a continuous rig program in the SCOOP, we are currently forecasting an increase of less than 5% in D&C capital for 2023 over 2022.
Gulfport has updated its guidance for its expected realized natural gas differential, before hedges, to $(0.30) to $(0.40) off NYMEX from a range of $(0.15) to $(0.25) previously. The widening differential is driven by actual settled prices during the months of September and October as well as current expectations for the remainder of the fourth quarter of 2022.
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Taking into account the previously mentioned updates, Gulfport has also updated its free cash flow guidance for the year to approximately $300 million.
Gulfport’s 2022 guidance assumes commodity strip prices as of October 10, 2022, adjusted for applicable commodity and location differentials, and no property acquisitions or divestitures.
| Year Ending | ||||||||
| December 31, 2022 | ||||||||
| Low | High | |||||||
| Production | ||||||||
| Average daily gas equivalent (MMcfepd) | 975 | 1,000 | ||||||
| % Gas | ~90% | |||||||
| Realizations (before hedges) | ||||||||
| Natural gas (differential to NYMEX settled price) ($/Mcf) | $ | (0.30 | ) | $ | (0.40 | ) | ||
| NGL (% of WTI) | 45 | % | 55 | % | ||||
| Oil (differential to NYMEX WTI) ($/Bbl) | $ | (3.00 | ) | $ | (4.00 | ) | ||
| Operating costs | ||||||||
| Lease operating expense ($/Mcfe) | $ | 0.16 | $ | 0.18 | ||||
| Taxes other than income ($/Mcfe) | $ | 0.15 | $ | 0.17 | ||||
| Transportation, gathering, processing and compression(1) ($/Mcfe) | $ | 0.96 | $ | 1.00 | ||||
| Recurring cash general and administrative(2,3) (in millions) | $ | 42 | $ | 44 | ||||
| (1) | Assumes rejection of Rover firm transportation agreement. |
| (2) | Recurring cash G&A includes capitalization. It excludes non-cash stock compensation and expenses related to certain legal and restructuring charges. |
| Total | ||||
| Capital expenditures (incurred) | (in millions) | |||
| D&C | $ | 415 | ||
| Leasehold and land | 35 | |||
| Total | $ | 450 | ||
| Free cash flow(3) | $ | 300 | ||
| (3) | This is a non-GAAP measure. Reconciliations of these non-GAAP measures and other disclosures are provided with the supplemental financial tables available on our website at www.gulfportenergy.com. |
Derivatives
Gulfport enters into commodity derivative contracts on a portion of its expected future production volumes to mitigate the Company’s exposure to commodity price fluctuations. For details, please refer to the “Derivatives” section provided with the supplemental financial tables available on our website at ir.gulfportenergy.com.
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Third Quarter 2022 Conference Call
Gulfport will host a teleconference and webcast to discuss its third quarter of 2022 results beginning at 9:30 a.m. ET (8:30 a.m. CT) on Wednesday, November 2, 2022.
The conference call can be heard live through a link on the Gulfport website, www.gulfportenergy.com. In addition, you may participate in the conference call by dialing 866-373-3408 domestically or 412-902-1039 internationally. A replay of the conference call will be available on the Gulfport website and a telephone audio replay will be available from November 3, 2022 to November 17, 2022, by calling 877-660-6853 domestically or 201-612-7415 internationally and then entering the replay passcode 13731701.
Financial Statements and Guidance Documents
Third quarter of 2022 earnings results and supplemental information regarding quarterly data such as production volumes, pricing, financial statements and non-GAAP reconciliations are available on our website at ir.gulfportenergy.com.
Non-GAAP Disclosures
This news release includes non-GAAP financial measures. Such non-GAAP measures should be not considered as an alternative to GAAP measures. Reconciliations of these non-GAAP measures and other disclosures are provided with the supplemental financial tables available on our website at ir.gulfportenergy.com.
About Gulfport
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. Our principal properties are located in eastern Ohio targeting the Utica formation and in central Oklahoma targeting the SCOOP Woodford and SCOOP Springer formations.
Forward Looking Statements
This press release includes “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements regarding Gulfport’s current expectations, management’s outlook guidance or forecasts of future events, projected cash flow and liquidity, inflation, share repurchases and other return of capital plans, its ability to enhance cash flow and financial flexibility, future production and commodity mix, plans and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term value, the rejection of certain midstream contracts and the assumptions on which such statements are based. Gulfport believes the expectations and forecasts reflected in the forward-looking statements are reasonable, Gulfport can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties. Important risks, assumptions and other important factors that could cause future results to differ materially from those expressed in the forward-looking statements are described under “Risk Factors” in Item 1A of Gulfport’s annual report on Form 10-K for the year ended December 31, 2021 and any updates to those factors set forth in Gulfport’s subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at https://www.gulfportenergy.com/investors/sec-filings). Gulfport undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
7
Investors should note that Gulfport announces financial information in SEC filings, press releases and public conference calls. Gulfport may use the Investors section of its 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 Gulfport’s website is not part of this filing.
Investor Contact:
Jessica Antle – Director, Investor Relations
405-252-4550
Media Contact
Reevemark
Hugh Burns / Paul Caminiti / Nicholas Leasure
212-433-4600
8
Exhibit 99.2

Three months and nine months ended September 30, 2022
Supplemental Information of Gulfport Energy
| Table of Contents: | Page: |
| Production Volumes by Asset Area | 2 |
| Production and Pricing | 4 |
| Consolidated Statements of Income | 6 |
| Consolidated Balance Sheets | 8 |
| Consolidated Statement of Cash Flows | 10 |
| Updated 2022E Guidance | 12 |
| Derivatives | 13 |
| Non-GAAP Reconciliations | 14 |
| Definitions | 15 |
| Adjusted Net Income | 16 |
| Adjusted EBITDA | 18 |
| Free Cash Flow | 20 |
| Recurring General and Administrative Expenses | 22 |
Production Volumes by Asset Area: Three months ended September 30, 2022
Production Volumes
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Natural gas (Mcf/day) | ||||||||
| Utica | 597,027 | 678,154 | ||||||
| SCOOP | 218,633 | 188,292 | ||||||
| Other | — | — | ||||||
| Total | 815,660 | 866,446 | ||||||
| Oil and condensate (Bbl/day) | ||||||||
| Utica | 646 | 958 | ||||||
| SCOOP | 3,721 | 4,335 | ||||||
| Other | — | 78 | ||||||
| Total | 4,366 | 5,371 | ||||||
| NGL (Bbl/day) | ||||||||
| Utica | 2,458 | 2,516 | ||||||
| SCOOP | 9,714 | 9,918 | ||||||
| Other | — | — | ||||||
| Total | 12,172 | 12,434 | ||||||
| Combined (Mcfe/day) | ||||||||
| Utica | 615,649 | 698,998 | ||||||
| SCOOP | 299,239 | 273,812 | ||||||
| Other | — | 471 | ||||||
| Total | 914,888 | 973,281 | ||||||
| Totals may not sum or recalculate due to rounding. | ||||||||
Page 2
Production Volumes by Asset Area : Nine months ended September 30, 2022
Production Volumes
| Successor | Predecessor | Non-GAAP Combined | ||||||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | |||||||||||||
| Natural gas (Mcf/day) | ||||||||||||||||
| Utica | 664,960 | 682,596 | 780,791 | 731,873 | ||||||||||||
| SCOOP | 200,847 | 190,305 | 126,294 | 158,182 | ||||||||||||
| Other | 7 | 38 | 63 | 51 | ||||||||||||
| Total | 865,814 | 872,939 | 907,148 | 890,106 | ||||||||||||
| Oil and condensate (Bbl/day) | ||||||||||||||||
| Utica | 688 | 1,012 | 1,336 | 1,175 | ||||||||||||
| SCOOP | 3,539 | 4,493 | 2,508 | 3,497 | ||||||||||||
| Other | 1 | 76 | 35 | 55 | ||||||||||||
| Total | 4,228 | 5,581 | 3,879 | 4,727 | ||||||||||||
| NGL (Bbl/day) | ||||||||||||||||
| Utica | 2,251 | 2,588 | 2,638 | 2,613 | ||||||||||||
| SCOOP | 9,275 | 9,645 | 6,200 | 7,916 | ||||||||||||
| Other | 1 | — | 3 | 2 | ||||||||||||
| Total | 11,526 | 12,233 | 8,841 | 10,531 | ||||||||||||
| Combined (Mcfe/day) | ||||||||||||||||
| Utica | 682,594 | 704,196 | 804,633 | 754,598 | ||||||||||||
| SCOOP | 277,730 | 275,134 | 178,545 | 226,662 | ||||||||||||
| Other | 17 | 498 | 288 | 392 | ||||||||||||
| Total | 960,341 | 979,828 | 983,466 | 981,653 | ||||||||||||
| Totals may not sum or recalculate due to rounding. | ||||||||||||||||
Page 3
Production and Pricing: Three months ended September 30, 2022
The following table summarizes production and related pricing for the three months ended September 30, 2022, as compared to such data for the three months ended September 30, 2021:
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Natural gas sales | ||||||||
| Natural gas production volumes (MMcf) | 75,041 | 79,713 | ||||||
| Natural gas production volumes (MMcf) per day | 816 | 866 | ||||||
| Total sales | $ | 585,596 | $ | 301,516 | ||||
| Average price without the impact of derivatives ($/Mcf) | $ | 7.80 | $ | 3.78 | ||||
| Impact from settled derivatives ($/Mcf) | $ | (4.72 | ) | $ | (1.04 | ) | ||
| Average price, including settled derivatives ($/Mcf) | $ | 3.08 | $ | 2.74 | ||||
| Oil and condensate sales | ||||||||
| Oil and condensate production volumes (MBbl) | 402 | 494 | ||||||
| Oil and condensate production volumes (MBbl) per day | 4 | 5 | ||||||
| Total sales | $ | 36,050 | $ | 33,279 | ||||
| Average price without the impact of derivatives ($/Bbl) | $ | 89.75 | $ | 67.37 | ||||
| Impact from settled derivatives ($/Bbl) | $ | (22.49 | ) | $ | (8.77 | ) | ||
| Average price, including settled derivatives ($/Bbl) | $ | 67.26 | $ | 58.60 | ||||
| NGL sales | ||||||||
| NGL production volumes (MBbl) | 1,120 | 1,144 | ||||||
| NGL production volumes (MBbl) per day | 12 | 12 | ||||||
| Total sales | $ | 44,351 | $ | 45,153 | ||||
| Average price without the impact of derivatives ($/Bbl) | $ | 39.61 | $ | 39.47 | ||||
| Impact from settled derivatives ($/Bbl) | $ | (2.53 | ) | $ | (5.23 | ) | ||
| Average price, including settled derivatives ($/Bbl) | $ | 37.08 | $ | 34.24 | ||||
| Natural gas, oil and condensate and NGL sales | ||||||||
| Natural gas equivalents (MMcfe) | 84,170 | 89,542 | ||||||
| Natural gas equivalents (MMcfe) per day | 915 | 973 | ||||||
| Total sales | $ | 665,997 | $ | 379,948 | ||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 7.91 | $ | 4.24 | ||||
| Impact from settled derivatives ($/Mcfe) | $ | (4.35 | ) | $ | (1.04 | ) | ||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.56 | $ | 3.20 | ||||
| Production Costs: | ||||||||
| Average lease operating expenses ($/Mcfe) | $ | 0.18 | $ | 0.15 | ||||
| Average taxes other than income ($/Mcfe) | $ | 0.20 | $ | 0.13 | ||||
| Average transportation, gathering, processing and compression ($/Mcfe) | $ | 1.06 | $ | 0.94 | ||||
| Total lease operating expenses, midstream costs and taxes other than income ($/Mcfe) | $ | 1.44 | $ | 1.22 | ||||
Page 4
Production and Pricing: Nine months ended September 30, 2022
The following table summarizes production and related pricing for the nine months ended September 30, 2022, as compared to such data for the nine months ended September 30, 2021:
| Successor | Predecessor | Non-GAAP Combined | ||||||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | |||||||||||||
| Natural gas sales | ||||||||||||||||
| Natural gas production volumes (MMcf) | 236,367 | 118,720 | 124,279 | 242,999 | ||||||||||||
| Natural gas production volumes (MMcf) per day | 866 | 873 | 907 | 890 | ||||||||||||
| Total sales | $ | 1,529,898 | $ | 413,234 | $ | 344,390 | $ | 757,624 | ||||||||
| Average price without the impact of derivatives ($/Mcf) | $ | 6.47 | $ | 3.48 | $ | 2.77 | $ | 3.12 | ||||||||
| Impact from settled derivatives ($/Mcf) | $ | (3.19 | ) | $ | (0.75 | ) | $ | (0.03 | ) | $ | (0.38 | ) | ||||
| Average price, including settled derivatives ($/Mcf) | $ | 3.28 | $ | 2.73 | $ | 2.74 | $ | 2.74 | ||||||||
| Oil and condensate sales | ||||||||||||||||
| Oil and condensate production volumes (MBbl) | 1,154 | 759 | 531 | 1,290 | ||||||||||||
| Oil and condensate production volumes (MBbl) per day | 4 | 6 | 4 | 5 | ||||||||||||
| Total sales | $ | 111,298 | $ | 50,866 | $ | 29,106 | $ | 79,972 | ||||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 96.42 | $ | 67.02 | $ | 54.81 | $ | 61.99 | ||||||||
| Impact from settled derivatives ($/Bbl) | $ | (27.26 | ) | $ | (5.71 | ) | $ | — | $ | (3.36 | ) | |||||
| Average price, including settled derivatives ($/Bbl) | $ | 69.16 | $ | 61.31 | $ | 54.81 | $ | 58.63 | ||||||||
| NGL sales | ||||||||||||||||
| NGL production volumes (MBbl) | 3,147 | 1,664 | 1,211 | 2,875 | ||||||||||||
| NGL production volumes (MBbl) per day | 12 | 12 | 9 | 11 | ||||||||||||
| Total sales | $ | 143,741 | $ | 61,230 | $ | 36,780 | $ | 98,010 | ||||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 45.68 | $ | 36.80 | $ | 30.37 | $ | 34.09 | ||||||||
| Impact from settled derivatives ($/Bbl) | $ | (4.38 | ) | $ | (3.60 | ) | $ | — | $ | (2.08 | ) | |||||
| Average price, including settled derivatives ($/Bbl) | $ | 41.30 | $ | 33.20 | $ | 30.37 | $ | 32.01 | ||||||||
| Natural gas, oil and condensate and NGL sales | ||||||||||||||||
| Natural gas equivalents (MMcfe) | 262,173 | 133,257 | 134,735 | 267,992 | ||||||||||||
| Natural gas equivalents (MMcfe) per day | 960 | 980 | 983 | 982 | ||||||||||||
| Total sales | $ | 1,784,937 | $ | 525,330 | $ | 410,276 | $ | 935,606 | ||||||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 6.81 | $ | 3.94 | $ | 3.05 | $ | 3.49 | ||||||||
| Impact from settled derivatives ($/Mcfe) | $ | (3.05 | ) | $ | (0.75 | ) | $ | (0.02 | ) | $ | (0.38 | ) | ||||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.76 | $ | 3.19 | $ | 3.03 | $ | 3.11 | ||||||||
| Production Costs: | ||||||||||||||||
| Average lease operating expenses ($/Mcfe) | $ | 0.18 | $ | 0.13 | $ | 0.14 | $ | 0.14 | ||||||||
| Average taxes other than income ($/Mcfe) | $ | 0.17 | $ | 0.13 | $ | 0.09 | $ | 0.11 | ||||||||
| Average transportation, gathering, processing and compression ($/Mcfe) | $ | 1.00 | $ | 0.94 | $ | 1.20 | $ | 1.07 | ||||||||
| Total lease operating expenses, midstream costs and taxes other than income ($/Mcfe) | $ | 1.35 | $ | 1.20 | $ | 1.43 | $ | 1.32 | ||||||||
Page 5
Consolidated Statements of Income: Three months ended September 30, 2022
(In thousands, except per share data)
(Unaudited)
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| REVENUES: | ||||||||
| Natural gas sales | $ | 585,596 | $ | 301,516 | ||||
| Oil and condensate sales | 36,050 | 33,279 | ||||||
| Natural gas liquid sales | 44,351 | 45,153 | ||||||
| Net loss on natural gas, oil and NGL derivatives | (474,895 | ) | (622,476 | ) | ||||
| Total revenues | 191,102 | (242,528 | ) | |||||
| OPERATING EXPENSES: | ||||||||
| Lease operating expenses | 15,363 | 13,864 | ||||||
| Taxes other than income | 16,529 | 11,844 | ||||||
| Transportation, gathering, processing and compression | 89,234 | 84,435 | ||||||
| Depreciation, depletion and amortization | 64,419 | 62,573 | ||||||
| General and administrative expenses | 8,752 | 16,691 | ||||||
| Restructuring and liability management expenses | — | 2,858 | ||||||
| Accretion expense | 673 | 488 | ||||||
| Total operating expenses | 194,970 | 192,753 | ||||||
| LOSS FROM OPERATIONS | (3,868 | ) | (435,281 | ) | ||||
| OTHER EXPENSE (INCOME): | ||||||||
| Interest expense | 15,461 | 16,351 | ||||||
| Other, net | (857 | ) | 9,031 | |||||
| Total other expense | 14,604 | 25,382 | ||||||
| LOSS BEFORE INCOME TAXES | (18,472 | ) | (460,663 | ) | ||||
| Income tax expense | — | 650 | ||||||
| NET LOSS | $ | (18,472 | ) | $ | (461,313 | ) | ||
| Dividends on preferred stock | $ | (1,309 | ) | $ | (2,095 | ) | ||
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (19,781 | ) | $ | (463,408 | ) | ||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic | $ | (1.01 | ) | $ | (22.50 | ) | ||
| Diluted | $ | (1.01 | ) | $ | (22.50 | ) | ||
| Weighted average common shares outstanding—Basic | 19,635 | 20,598 | ||||||
| Weighted average common shares outstanding—Diluted | 19,635 | 20,598 | ||||||
Page 6
Consolidated Statements of Income: Nine months ended September 30, 2022
| Successor | Predecessor | |||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | ||||||||||
| REVENUES: | ||||||||||||
| Natural gas sales | $ | 1,529,898 | $ | 413,234 | $ | 344,390 | ||||||
| Oil and condensate sales | 111,298 | 50,866 | 29,106 | |||||||||
| Natural gas liquid sales | 143,741 | 61,230 | 36,780 | |||||||||
| Net loss on natural gas, oil and NGL derivatives | (1,436,317 | ) | (762,134 | ) | (137,239 | ) | ||||||
| Total revenues | 348,620 | (236,804 | ) | 273,037 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Lease operating expenses | 47,246 | 17,980 | 19,524 | |||||||||
| Taxes other than income | 45,679 | 16,900 | 12,349 | |||||||||
| Transportation, gathering, processing and compression | 261,778 | 125,811 | 161,086 | |||||||||
| Depreciation, depletion and amortization | 189,305 | 94,935 | 62,764 | |||||||||
| Impairment of oil and natural gas properties | — | 117,813 | — | |||||||||
| Impairment of other property and equipment | — | — | 14,568 | |||||||||
| General and administrative expenses | 24,128 | 23,209 | 19,175 | |||||||||
| Restructuring and liability management expenses | — | 2,858 | — | |||||||||
| Accretion expense | 2,057 | 714 | 1,229 | |||||||||
| Total operating expenses | 570,193 | 400,220 | 290,695 | |||||||||
| LOSS FROM OPERATIONS | (221,573 | ) | (637,024 | ) | (17,658 | ) | ||||||
| OTHER EXPENSE (INCOME): | ||||||||||||
| Interest expense | 43,679 | 25,245 | 4,159 | |||||||||
| Loss from equity method investments, net | — | — | 342 | |||||||||
| Reorganization items, net | — | — | (266,898 | ) | ||||||||
| Other, net | (11,385 | ) | 7,980 | 1,713 | ||||||||
| Total other expense (income) | 32,294 | 33,225 | (260,684 | ) | ||||||||
| (LOSS) INCOME BEFORE INCOME TAXES | (253,867 | ) | (670,249 | ) | 243,026 | |||||||
| Income tax expense (benefit) | — | 650 | (7,968 | ) | ||||||||
| NET (LOSS) INCOME | $ | (253,867 | ) | $ | (670,899 | ) | $ | 250,994 | ||||
| Dividends on preferred stock | $ | (4,136 | ) | $ | (3,126 | ) | $ | — | ||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (258,003 | ) | $ | (674,025 | ) | $ | 250,994 | ||||
| NET (LOSS) INCOME PER COMMON SHARE: | ||||||||||||
| Basic | $ | (12.58 | ) | $ | (32.87 | ) | $ | 1.56 | ||||
| Diluted | $ | (12.58 | ) | $ | (32.87 | ) | $ | 1.56 | ||||
| Weighted average common shares outstanding—Basic | 20,514 | 20,507 | 160,834 | |||||||||
| Weighted average common shares outstanding—Diluted | 20,514 | 20,507 | 160,834 | |||||||||
Page 7
Consolidated Balance Sheets
(In thousands)
| Successor | ||||||||
| September 30, 2022 | December 31, 2021 | |||||||
| Assets | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 8,287 | $ | 3,260 | ||||
| Accounts receivable—oil and natural gas sales | 317,528 | 232,854 | ||||||
| Accounts receivable—joint interest and other | 35,480 | 20,383 | ||||||
| Prepaid expenses and other current assets | 9,273 | 12,359 | ||||||
| Short-term derivative instruments | 53,342 | 4,695 | ||||||
| Total current assets | 423,910 | 273,551 | ||||||
| Property and equipment: | ||||||||
| Oil and natural gas properties, full-cost method | ||||||||
| Proved oil and natural gas properties | 2,303,728 | 1,917,833 | ||||||
| Unproved properties | 184,075 | 211,007 | ||||||
| Other property and equipment | 6,153 | 5,329 | ||||||
| Total property and equipment | 2,493,956 | 2,134,169 | ||||||
| Less: accumulated depletion, depreciation and amortization | (467,485 | ) | (278,341 | ) | ||||
| Total property and equipment, net | 2,026,471 | 1,855,828 | ||||||
| Other assets: | ||||||||
| Long-term derivative instruments | 24,335 | 18,664 | ||||||
| Operating lease assets | 3,060 | 322 | ||||||
| Other assets | 21,570 | 19,867 | ||||||
| Total other assets | 48,965 | 38,853 | ||||||
| Total assets | $ | 2,499,346 | $ | 2,168,232 | ||||
Page 8
Consolidated Balance Sheets
(In thousands, except share data)
| Successor | ||||||||
| September 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Liabilities, Mezzanine Equity and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 466,563 | $ | 394,011 | ||||
| Short-term derivative instruments | 817,384 | 240,735 | ||||||
| Current portion of operating lease liabilities | 831 | 182 | ||||||
| Total current liabilities | 1,284,778 | 634,928 | ||||||
| Non-current liabilities: | ||||||||
| Long-term derivative instruments | 299,150 | 184,580 | ||||||
| Asset retirement obligation | 30,367 | 28,264 | ||||||
| Non-current operating lease liabilities | 2,229 | 140 | ||||||
| Long-term debt, net of current maturities | 728,101 | 712,946 | ||||||
| Total non-current liabilities | 1,059,847 | 925,930 | ||||||
| Total liabilities | $ | 2,344,625 | $ | 1,560,858 | ||||
| Commitments and contingencies (Note 7) | ||||||||
| Mezzanine Equity: | ||||||||
| Preferred stock - $0.0001 par value, 110.0 thousand shares authorized, 52.3 thousand issued and outstanding at September 30, 2022, and 57.9 thousand issued and outstanding at December 31, 2021 | 52,345 | 57,896 | ||||||
| Stockholders’ Equity: | ||||||||
| Common stock - $0.0001 par value, 42.0 million shares authorized, 19.4 million issued and outstanding at September 30, 2022, and 20.6 million issued and outstanding at December 31, 2021 | 2 | 2 | ||||||
| Additional paid-in capital | 472,846 | 692,521 | ||||||
| Common stock held in reserve, 62 thousand shares at September 30, 2022, and 938 thousand shares at December 31, 2021 | (1,996 | ) | (30,216 | ) | ||||
| Accumulated deficit | (366,696 | ) | (112,829 | ) | ||||
| Treasury stock, at cost - 20.4 thousand shares at September 30, 2022, and no shares at December 31, 2021 | (1,780 | ) | — | |||||
| Total stockholders’ equity | $ | 102,376 | $ | 549,478 | ||||
| Total liabilities, mezzanine equity and stockholders’ equity | $ | 2,499,346 | $ | 2,168,232 | ||||
Page 9
Consolidated Statement of Cash Flows: Three months ended September 30, 2022
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (18,472 | ) | $ | (461,313 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depletion, depreciation and amortization | 64,419 | 62,573 | ||||||
| Net loss on derivative instruments | 474,895 | 622,476 | ||||||
| Net cash payments on settled derivative instruments | (365,950 | ) | (92,885 | ) | ||||
| Other, net | 3,232 | 1,885 | ||||||
| Changes in operating assets and liabilities, net | 9,758 | (6,464 | ) | |||||
| Net cash provided by operating activities | 167,882 | 126,272 | ||||||
| Cash flows from investing activities: | ||||||||
| Additions to oil and natural gas properties | (150,207 | ) | (78,882 | ) | ||||
| Proceeds from sale of oil and natural gas properties | 2,630 | 375 | ||||||
| Other, net | (478 | ) | 2,639 | |||||
| Net cash used in investing activities | (148,055 | ) | (75,868 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Principal payments on Credit Facility | (676,000 | ) | — | |||||
| Borrowings on Credit Facility | 731,000 | — | ||||||
| Borrowings on exit credit facility | — | 193,606 | ||||||
| Principal payments on exit credit facility | — | (278,000 | ) | |||||
| Debt issuance costs and loan commitment fees | (42 | ) | (19 | ) | ||||
| Dividends on preferred stock | (1,308 | ) | — | |||||
| Repurchase of common stock under Repurchase Program | (70,579 | ) | — | |||||
| Other, net | (1,192 | ) | (30 | ) | ||||
| Net cash used in financing activities | (18,121 | ) | (84,443 | ) | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 1,706 | (34,039 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 6,581 | 38,524 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 8,287 | $ | 4,485 | ||||
Page 10
Consolidated Statement of Cash Flows: Nine months ended September 30, 2022
(In thousands)
(Unaudited)
| Successor | Predecessor | |||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net (loss) income | $ | (253,867 | ) | $ | (670,899 | ) | $ | 250,994 | ||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||
| Depletion, depreciation and amortization | 189,305 | 94,935 | 62,764 | |||||||||
| Impairment of oil and natural gas properties | — | 117,813 | — | |||||||||
| Impairment of other property and equipment | — | — | 14,568 | |||||||||
| Loss from equity investments | — | — | 342 | |||||||||
| Net loss on derivative instruments | 1,436,317 | 762,134 | 137,239 | |||||||||
| Net cash payments on settled derivative instruments | (799,416 | ) | (99,574 | ) | (3,361 | ) | ||||||
| Non-cash reorganization items, net | — | — | (446,012 | ) | ||||||||
| Other, net | 8,303 | 1,488 | 1,727 | |||||||||
| Changes in operating assets and liabilities, net | (29,560 | ) | (41,260 | ) | 153,894 | |||||||
| Net cash provided by operating activities | 551,082 | 164,637 | 172,155 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Additions to oil and natural gas properties | (331,994 | ) | (119,306 | ) | (102,330 | ) | ||||||
| Proceeds from sale of oil and natural gas properties | 3,210 | 600 | 15 | |||||||||
| Other, net | (536 | ) | 2,562 | 4,484 | ||||||||
| Net cash used in investing activities | (329,320 | ) | (116,144 | ) | (97,831 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Principal payments on pre-petition revolving credit facility | — | — | (318,961 | ) | ||||||||
| Borrowings on pre-petition revolving credit facility | — | — | 26,050 | |||||||||
| Principal payments on Credit Facility | (1,512,000 | ) | — | — | ||||||||
| Borrowings on Credit Facility | 1,527,000 | — | — | |||||||||
| Borrowings on exit credit facility | — | 306,855 | 302,751 | |||||||||
| Principal payments on exit credit facility | — | (409,000 | ) | — | ||||||||
| Principal payments on DIP credit facility | — | — | (157,500 | ) | ||||||||
| Debt issuance costs and loan commitment fees | (211 | ) | (1,225 | ) | (7,100 | ) | ||||||
| Dividends on preferred stock | (4,136 | ) | — | — | ||||||||
| Proceeds from issuance of preferred stock | — | — | 50,000 | |||||||||
| Repurchase of common stock under Repurchase Program | (225,791 | ) | — | — | ||||||||
| Other, net | (1,597 | ) | (55 | ) | (8 | ) | ||||||
| Net cash used in financing activities | (216,735 | ) | (103,425 | ) | (104,768 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 5,027 | (54,932 | ) | (30,444 | ) | |||||||
| Cash, cash equivalents and restricted cash at beginning of period | 3,260 | 59,417 | 89,861 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 8,287 | $ | 4,485 | $ | 59,417 | ||||||
Page 11
Updated 2022E Guidance
Gulfport’s 2022 guidance assumes commodity strip prices as of October 10, 2022, adjusted for applicable commodity and location differentials, and no property acquisitions or divestitures.
| Year Ending | ||||||||
| December 31, 2022 | ||||||||
| Low | High | |||||||
| Production | ||||||||
| Average daily gas equivalent (MMcfepd) | 975 | 1,000 | ||||||
| % Gas | ~90% | |||||||
| Realizations (before hedges) | ||||||||
| Natural gas (differential to NYMEX settled price) ($/Mcf) | $ | (0.30 | ) | $ | (0.40 | ) | ||
| NGL (% of WTI) | 45 | % | 55 | % | ||||
| Oil (differential to NYMEX WTI) ($/Bbl) | $ | (3.00 | ) | $ | (4.00 | ) | ||
| Operating costs | ||||||||
| Lease operating expense ($/Mcfe) | $ | 0.16 | $ | 0.18 | ||||
| Taxes other than income ($/Mcfe) | $ | 0.15 | $ | 0.17 | ||||
| Transportation, gathering, processing and compression(1) ($/Mcfe) | $ | 0.96 | $ | 1.00 | ||||
| Recurring cash general and administrative(2,3) (in millions) | $ | 42 | $ | 44 | ||||
| (1) | Assumes rejection of Rover firm transportation agreement. |
| (2) | Recurring cash G&A includes capitalization. It excludes non-cash stock compensation and expenses related to certain legal and restructuring charges. |
| Total | ||||
| Capital expenditures (incurred) | (in millions) | |||
| D&C | $ | 415 | ||
| Leasehold and land | 35 | |||
| Total | $ | 450 | ||
| Free cash flow(3) | $ | 300 | ||
| (3) | This is a non-GAAP measure. Reconciliations of these non-GAAP measures and other disclosures are provided with the supplemental financial tables available on our website at www.gulfportenergy.com. |
Page 12
Derivatives
The below details Gulfport’s hedging positions as of November 1, 2022:
| 2022(1) | 2023 | 2024 | ||||||||||
| Natural Gas Contract Summary (NYMEX): | ||||||||||||
| Fixed Price Swaps | ||||||||||||
| Volume (BBtupd) | 270 | 165 | 55 | |||||||||
| Weighted Average Price ($/MMBtu) | $ | 2.96 | $ | 3.64 | $ | 3.98 | ||||||
| Fixed Price Collars | ||||||||||||
| Volume (BBtupd) | 390 | 285 | 80 | |||||||||
| Weighted Average Floor Price ($/MMBtu) | $ | 2.54 | $ | 2.93 | $ | 3.63 | ||||||
| Weighted Average Ceiling Price ($/MMBtu) | $ | 2.96 | $ | 4.78 | $ | 7.02 | ||||||
| Fixed Price Calls Sold | ||||||||||||
| Volume (BBtupd) | 153 | 408 | 202 | |||||||||
| Weighted Average Price ($/MMBtu) | $ | 2.90 | $ | 2.90 | $ | 3.33 | ||||||
| Rex Zone 3 Basis | ||||||||||||
| Volume (BBtupd) | — | 40 | — | |||||||||
| Differential ($/MMBtu) | $ | — | $ | (0.21 | ) | $ | — | |||||
| Oil Contract Summary (WTI): | ||||||||||||
| Fixed Price Swaps | ||||||||||||
| Volume (Bblpd) | 3,000 | 3,000 | — | |||||||||
| Weighted Average Price ($/Bbl) | $ | 66.03 | $ | 74.47 | $ | — | ||||||
| Fixed Price Collars | ||||||||||||
| Volume (Bblpd) | 1,500 | — | — | |||||||||
| Weighted Average Floor Price ($/Bbl) | $ | 55.00 | $ | — | $ | — | ||||||
| Weighted Average Ceiling Price ($/Bbl) | $ | 60.00 | $ | — | $ | — | ||||||
| NGL Contract Summary: | ||||||||||||
| C3 Propane Fixed Price Swaps | ||||||||||||
| Volume (Bblpd) | 4,000 | 3,000 | — | |||||||||
| Weighted Average Price ($/Bbl) | $ | 36.62 | $ | 38.07 | $ | — | ||||||
| (1) October 1 - December 31, 2022 |
Page 13
Non-GAAP Reconciliations
Gulfport’s management uses certain non-GAAP financial measures for planning, forecasting and evaluating business and financial performance, and believes that they are useful tool to assess Gulfport’s operating results. Although these are not measures of performance calculated in accordance with generally accepted accounting principles (GAAP), management believes that these financial measures are useful to an investor in evaluating Gulfport because (i) analysts utilize these metrics when evaluating company performance and have requested this information as of a recent practicable date, (ii) these metrics are widely used to evaluate a company’s operating performance, and (iii) we want to provide updated information to investors. Investors should not view these metrics as a substitute for measures of performance that are calculated in accordance with GAAP. In addition, because all companies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of other companies.
These non-GAAP financial measures include adjusted net income, adjusted EBITDA, free cash flow, and recurring general and administrative expense. A reconciliation of each financial measure to its most directly comparable GAAP financial measure is included in the tables below. These non-GAAP measure should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP.
Page 14
Definitions
Adjusted net income is a non-GAAP financial measure equal to (loss) income before income taxes less reorganization items, non-cash derivative loss, impairments of oil and gas properties, property and equipment, contractual charges on midstream disputes, non-recurring general and administrative expenses, stock-based compensation expenses, restructuring and liability management expenses, loss from equity method investments and other items which include rig termination fees, stock-based compensation and other non-material expenses.
Adjusted EBITDA is a non-GAAP financial measure equal to net (loss) income, the most directly comparable GAAP financial measure, plus interest expense, income tax expense (benefit), depreciation, depletion and amortization, and impairment of oil and gas properties, property and equipment, accretion, reorganization items, non-cash derivative loss, contractual charges on midstream disputes, non-recurring general and administrative expenses, stock-based compensation expenses, restructuring and liability management expenses, loss from equity method investments and other items which include rig termination fees, stock-based compensation and other non-material expenses.
Free cash flow is a non-GAAP measure defined as adjusted EBITDA plus certain non-cash items that are included in net cash provided by (used in) operating activities but excluded from adjusted EBITDA less interest expense, capital expenses incurred and capital expenditures incurred. Gulfport includes a free cash flow estimate for 2022. We are unable, however, to provide a quantitative reconciliation of the forward-looking non-GAAP measure to its most directly comparable forward-looking GAAP measure because management cannot reliably quantify certain of the necessary components of such forward-looking GAAP measure.
Recurring general and administrative expense is a non-GAAP financial measure equal to general and administrative expense (GAAP) plus capitalized general and administrative expense, less non-recurring general and administrative expense. Gulfport includes a recurring general and administrative expense estimate for 2022. We are unable, however, to provide a quantitative reconciliation of the forward-looking non-GAAP measure to its most directly comparable forward-looking GAAP measure because management cannot reliably quantify certain of the necessary components of such forward-looking GAAP measure.
Page 15
Adjusted Net Income: Three months ended September 30, 2022
(In thousands)
(Unaudited)
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Income (Loss) Before Income Taxes (GAAP) | $ | (18,472 | ) | $ | (460,663 | ) | ||
| Adjustments: | ||||||||
| Non-cash derivative loss | 108,945 | 529,590 | ||||||
| Non-recurring general and administrative expense | 914 | 9,554 | ||||||
| Stock-based compensation expense | 1,583 | 899 | ||||||
| Loss from equity method investments | — | 2,858 | ||||||
| Other, net | (857 | ) | 9,031 | |||||
| Adjusted Net Income (Non-GAAP) | $ | 92,113 | $ | 91,269 | ||||
| Dividends on preferred stock | $ | (1,309 | ) | $ | (2,095 | ) | ||
| Participating Securities - preferred stock | $ | (14,525 | ) | $ | (17,010 | ) | ||
| Adjusted Net Income Attributable to Common Stockholders (Non-GAAP) | $ | 76,279 | $ | 72,164 | ||||
| Re-allocation of participating securities | $ | 733 | $ | — | ||||
| Diluted net income attributable to common stockholders | $ | 77,012 | $ | 72,164 | ||||
| Adjusted Net Income Per Common Share, Basic (Non-GAAP) | $ | 3.88 | $ | 3.50 | ||||
| Adjusted Net Income Per Common Share, Diluted (Non-GAAP) | $ | 3.69 | $ | 3.50 | ||||
Page 16
Adjusted Net Income: Nine months ended September 30, 2022
| Successor | Predecessor | Non-GAAP Combined | ||||||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | |||||||||||||
| (Loss) Income Before Income Taxes (GAAP) | $ | (253,867 | ) | $ | (670,249 | ) | $ | 243,026 | $ | (427,223 | ) | |||||
| Adjustments: | ||||||||||||||||
| Reorganization items, net | — | — | (266,898 | ) | (266,898 | ) | ||||||||||
| Non-cash derivative loss | 636,901 | 662,559 | 133,878 | 796,437 | ||||||||||||
| Impairments | — | 117,813 | — | 117,813 | ||||||||||||
| Contractual charges on midstream disputes | — | — | 30,351 | 30,351 | ||||||||||||
| Non-recurring general and administrative expense | 1,673 | 13,599 | 8,923 | 22,522 | ||||||||||||
| Restructuring and liability management expenses | — | 2,858 | — | 2,858 | ||||||||||||
| Stock-based compensation expense | 4,157 | 899 | 1,165 | 2,064 | ||||||||||||
| Loss from equity method investments | — | — | 342 | 342 | ||||||||||||
| Other, net | (11,385 | ) | 7,980 | 2,044 | 10,024 | |||||||||||
| Adjusted Net Income (Non-GAAP) | $ | 377,479 | $ | 135,459 | $ | 152,831 | $ | 288,290 | ||||||||
| Dividends on preferred stock | $ | (4,136 | ) | $ | (3,126 | ) | $ | — | $ | (3,126 | ) | |||||
| Participating Securities - preferred stock(1) | $ | (57,554 | ) | $ | (25,341 | ) | $ | — | $ | (50,997 | ) | |||||
| Adjusted Net Income Attributable to Common Stockholders (Non-GAAP) | $ | 315,789 | $ | 106,992 | $ | 152,831 | $ | 234,167 | ||||||||
| Re-allocation of participating securities | $ | 3,309 | $ | — | $ | — | $ | — | ||||||||
| Diluted net income attributable to common stockholders | $ | 319,098 | $ | 106,992 | $ | 152,831 | $ | 234,167 | ||||||||
| Adjusted Net Income Per Common Share, Basic (Non-GAAP)(1) | $ | 15.39 | $ | 5.22 | $ | 0.95 | $ | 11.42 | ||||||||
| Adjusted Net Income Per Common Share, Diluted (Non-GAAP)(2) | $ | 14.51 | $ | 5.22 | $ | 0.95 | $ | 11.42 | ||||||||
| (1) | For the Non-GAAP combined period, the Company calculated the impact of participating securities using the Adjusted Net Income amount of the Non-GAAP combined period. |
| (2) | For the Non-GAAP combined period, the Company used the Successor’s diluted weighted average share count to calculate per share amounts. |
Page 17
Adjusted EBITDA: Three months ended September 30, 2022
(In thousands)
(Unaudited)
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Net income (loss) (GAAP) | $ | (18,472 | ) | $ | (461,313 | ) | ||
| Adjustments: | ||||||||
| Interest expense | 15,461 | 16,351 | ||||||
| Income tax expense | — | 650 | ||||||
| DD&A, impairment, and accretion | 65,092 | 63,061 | ||||||
| Non-cash derivative (gain) loss | 108,945 | 529,590 | ||||||
| Non-recurring general and administrative expenses | 914 | 9,554 | ||||||
| Stock-based compensation expense | 1,583 | 899 | ||||||
| Restructuring and liability management expenses | — | 2,858 | ||||||
| Other, net | (857 | ) | 9,031 | |||||
| Adjusted EBITDA (Non-GAAP) | $ | 172,666 | $ | 170,681 | ||||
Page 18
Adjusted EBITDA: Nine months ended September 30, 2022
(In thousands)
(Unaudited)
| Successor | Predecessor | Non-GAAP Combined | ||||||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | |||||||||||||
| Net (loss) income (GAAP) | $ | (253,867 | ) | $ | (670,899 | ) | $ | 250,994 | $ | (419,905 | ) | |||||
| Adjustments: | ||||||||||||||||
| Interest expense | 43,679 | 25,245 | 4,159 | 29,404 | ||||||||||||
| Income tax expense (benefit) | — | 650 | (7,968 | ) | (7,318 | ) | ||||||||||
| DD&A, impairment, and accretion | 191,362 | 213,462 | 78,561 | 292,023 | ||||||||||||
| Reorganization items, net | — | — | (266,898 | ) | (266,898 | ) | ||||||||||
| Non-cash derivative loss | 636,901 | 662,559 | 133,878 | 796,437 | ||||||||||||
| Contractual charges on midstream disputes | — | — | 30,351 | 30,351 | ||||||||||||
| Non-recurring general and administrative expenses | 1,673 | 13,599 | 8,923 | 22,522 | ||||||||||||
| Stock-based compensation expense | 4,157 | 899 | 1,165 | 2,064 | ||||||||||||
| Restructuring and liability management expenses | — | 2,858 | — | 2,858 | ||||||||||||
| Loss from equity method investments | — | — | 342 | 342 | ||||||||||||
| Other, net | (11,385 | ) | 7,977 | 2,044 | 10,021 | |||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 612,520 | $ | 256,350 | $ | 235,551 | $ | 491,901 | ||||||||
Page 19
Free Cash Flow: Three months ended September 30, 2022
(In thousands)
(Unaudited)
| Successor | ||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Net cash provided by operating activities (GAAP) | $ | 167,882 | $ | 126,272 | ||||
| Adjustments: | ||||||||
| Interest expense | 15,461 | 16,351 | ||||||
| Current income tax expense | — | 650 | ||||||
| Non-recurring general and administrative expenses | 914 | 9,554 | ||||||
| Restructuring and liability management expenses | — | 2,858 | ||||||
| Other, net | (1,833 | ) | 8,532 | |||||
| Changes in operating assets and liabilities, net | (9,758 | ) | 6,464 | |||||
| Adjusted EBITDA (non-GAAP) | $ | 172,666 | $ | 170,681 | ||||
| Interest expense | (15,461 | ) | (16,351 | ) | ||||
| Capitalized expenses incurred(1) | (4,109 | ) | (3,706 | ) | ||||
| Capital expenditures incurred(2) | (142,017 | ) | (80,914 | ) | ||||
| Free cash flow (non-GAAP) | $ | 11,079 | $ | 69,710 | ||||
| (1) | Includes cash capitalized general and administrative expense and incurred capitalized interest expenses. |
| (2) | Incurred capital expenditures and cash capital expenditures may vary from period to period due to the cash payment cycle. |
Page 20
Free Cash Flow: Nine months ended September 30, 2022
| Successor | Predecessor | Non-GAAP Combined | ||||||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | |||||||||||||
| Net cash provided by operating activities (GAAP) | $ | 551,082 | $ | 164,637 | $ | 172,155 | $ | 336,792 | ||||||||
| Adjustments: | ||||||||||||||||
| Interest expense | 43,679 | 25,245 | 4,159 | 29,404 | ||||||||||||
| Current income tax benefit | — | 650 | (7,968 | ) | (7,318 | ) | ||||||||||
| Cash reorganization items, net | — | — | 179,114 | 179,114 | ||||||||||||
| Non-recurring general and administrative expenses | 1,673 | 13,599 | 8,923 | 22,522 | ||||||||||||
| Restructuring and liability management expenses | — | 2,858 | — | 2,858 | ||||||||||||
| Contractual charges on midstream disputes | — | — | 30,351 | 30,351 | ||||||||||||
| Other, net | (13,474 | ) | 8,104 | 2,711 | 10,815 | |||||||||||
| Changes in operating assets and liabilities, net | 29,560 | 41,260 | (153,894 | ) | (112,634 | ) | ||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 612,520 | $ | 256,353 | $ | 235,551 | $ | 491,904 | ||||||||
| Interest expense | (43,679 | ) | (25,245 | ) | (4,159 | ) | (29,404 | ) | ||||||||
| Capitalized expenses incurred(1) | (12,486 | ) | (5,883 | ) | (8,020 | ) | (13,903 | ) | ||||||||
| Capital expenditures incurred(2) | (348,147 | ) | (113,030 | ) | (108,408 | ) | (221,438 | ) | ||||||||
| Free cash flow (non-GAAP) | $ | 208,208 | $ | 112,195 | $ | 114,964 | $ | 227,159 | ||||||||
| (1) | Includes cash capitalized general and administrative expense and incurred capitalized interest expenses. |
| (2) | Incurred capital expenditures and cash capital expenditures may vary from period to period due to the cash payment cycle. |
Page 21
Recurring General and Administrative Expenses:
Three months ended September 30, 2022
(In thousands)
(Unaudited)
| Successor | ||||||||||||||||||||||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||||||||||||||||||
| Cash | Non-Cash | Total | Cash | Non-Cash | Total | |||||||||||||||||||
| General and administrative expense (GAAP) | $ | 7,169 | $ | 1,583 | $ | 8,752 | $ | 15,792 | $ | 899 | $ | 16,691 | ||||||||||||
| Capitalized general and administrative expense | 4,109 | 815 | 4,924 | 3,590 | 484 | 4,074 | ||||||||||||||||||
| Non-recurring general and administrative expense(1) | (914 | ) | — | (914 | ) | (9,554 | ) | — | (9,554 | ) | ||||||||||||||
| Recurring general and administrative before capitalization | $ | 10,364 | $ | 2,398 | $ | 12,762 | $ | 9,828 | $ | 1,383 | $ | 11,211 | ||||||||||||
| (1) | Includes non-recurring general and administrative expenses related to certain legal and restructuring charges. |
Page 22
Recurring General and Administrative Expenses:
Nine months ended September 30, 2022
| Successor | Predecessor | Non-GAAP Combined | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2022 | Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||
| Cash | Non-Cash | Total | Cash | Non-Cash | Total | Cash | Non-Cash | Total | Cash | Non-Cash | Total | |||||||||||||||||||||||||||||||||||||
| General and administrative expense (GAAP) | $ | 19,971 | $ | 4,157 | $ | 24,128 | $ | 22,310 | $ | 899 | $ | 23,209 | $ | 18,002 | $ | 1,173 | $ | 19,175 | $ | 40,312 | $ | 2,072 | $ | 42,384 | ||||||||||||||||||||||||
| Capitalized general and administrative expense | 12,486 | 2,142 | 14,628 | 5,767 | 484 | 6,251 | 7,097 | 922 | 8,019 | $ | 12,864 | $ | 1,406 | $ | 14,270 | |||||||||||||||||||||||||||||||||
| Non-recurring general and administrative expense(1) | (1,673 | ) | — | (1,673 | ) | (13,599 | ) | — | (13,599 | ) | (8,923 | ) | — | (8,923 | ) | $ | (22,522 | ) | $ | — | $ | (22,522 | ) | |||||||||||||||||||||||||
| Recurring general and administrative before capitalization | $ | 30,784 | $ | 6,299 | $ | 37,083 | $ | 14,478 | $ | 1,383 | $ | 15,861 | $ | 16,176 | $ | 2,095 | $ | 18,271 | $ | 30,654 | $ | 3,478 | $ | 34,132 | ||||||||||||||||||||||||
| (1) | Includes non-recurring general and administrative expenses related to certain legal and restructuring charges. |
Page 23