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 2, 2021, Gulfport Energy Corporation (“Gulfport”) issued a press release reporting its financial and operational results for the second quarter ended September 30, 2021 and providing an update on its 2021 activities. 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 2, 2021, 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 2, 2021 entitled “Gulfport Energy Reports Third Quarter 2021 Financial and Operating Results and Announces Updated Guidance and Stock Repurchase Program.” | |
| 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 2, 2021 | By: | /s/ William J. Buese |
| William J. Buese | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
![]() | |
| Gulfport Energy Reports Third Quarter 2021 Financial and Operating Results and Announces Updated Guidance and Stock Repurchase Program | |
OKLAHOMA CITY (November 2, 2021) Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the “Company”) today reported financial and operating results for the three months and nine months ended September 30, 2021 and provided an updated 2021 development plan and financial guidance.
Highlights(1)
| ● | Amended credit facility increasing liquidity by more than $160 million |
| ● | Authorized stock repurchase program to acquire up to $100 million of outstanding common stock(2) |
| ● | Completed six-well Angelo pad in the Utica during the third quarter and subsequently brought online at a combined gross production rate of 250 MMcfe per day |
| ● | Reported $126.3 million of Net Cash Provided by Operating Activities |
| ● | Delivered $69.7 million of Free Cash Flow (non-GAAP measure) |
| ● | Reduced 2021 full year Recurring Cash General and Administrative Expense (non-GAAP measure) guidance to total $42 to $44 million, a $3 million decrease from the previous midpoint |
| ● | Increased expected 2021 full year Free Cash Flow (non-GAAP measure) guidance to $345 million to $365 million, a $55 million increase from previous midpoint |
“Gulfport delivered strong third quarter 2021 results, driven by reservoir outperformance and operational execution. In addition, the six-well Angelo pad was completed and subsequently brought online ahead of expectations. The efficiencies realized across the enterprise to date have enabled us to improve our 2021 guidance, narrowing the outlook for full year net production and reducing our forecasted G&A expense to the expected 2022 run rate. These improvements, coupled with the recent strength in commodities, resulted in another quarter of free cash flow generation and positions the Company to deliver significant free cash flow going forward,” commented Tim Cutt, CEO of Gulfport.
“We recently amended the Company’s credit facility, increasing our liquidity by more than $160 million. The amendment provides the financial flexibility to execute our ongoing business plan and accelerates our ability to begin returning capital to shareholders, as demonstrated with today’s announcement of the stock repurchase program.”
A company presentation to accompany the Gulfport earnings conference call can be accessed by clicking here (https://ir.gulfportenergy.com/).
| (1) | 2021 full year outlook reflects the combination of Successor and Predecessor company results, unless otherwise noted. The Company refers to the post-emergence reorganized company as the Successor for periods subsequent to May 18, 2021, and to the pre-emergence company as the Predecessor for periods on or prior to May 17, 2021. |
| (2) | Subject to available liquidity, market conditions and restrictions under the credit facility. |
Stock Repurchase Program
Gulfport announced today that its board of directors has approved a stock repurchase program to acquire up to $100 million of its outstanding 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. This repurchase program is authorized to extend through December 31, 2022 and may be suspended from time to time, modified, extended or discontinued by the board of directors at any time.
Operational Update
For the third quarter of 2021, the Company spud two gross operated wells in the Utica with a planned average lateral length of approximately 15,920 feet and two gross operated wells in the SCOOP with a planned average lateral length of approximately 9,880 feet. In addition, Gulfport turned-to-sales two gross operated wells in the Utica with an average lateral length of approximately 13,700 feet.
Gulfport’s net daily production for the third quarter of 2021 averaged 973.3 MMcfe per day, primarily consisting of 699.0 MMcfe per day in the Utica and 273.8 MMcfe per day in the SCOOP. For the third quarter of 2021, Gulfport’s net daily production mix was comprised of approximately 89% natural gas, 8% natural gas liquids (“NGL”) and 3% oil.
Subsequent to the third quarter of 2021, Gulfport agreed to monetize certain overriding royalty interests associated with assets held in the Bakken to a third party for approximately $3.8 million in cash. Net production from the assets averaged approximately 50 Boe per day, comprised of approximately 92% oil. The effective date of the transaction is August 1, 2021 and the transaction is expected to close in the fourth quarter of 2021.
2
| Successor | Predecessor | |||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||
| Production | ||||||||
| Natural gas (Mcf/day) | 866,446 | 902,660 | ||||||
| Oil and condensate (Bbl/day) | 5,371 | 4,840 | ||||||
| NGL (Bbl/day) | 12,434 | 10,047 | ||||||
| Total (Mcfe/day) | 973,281 | 991,983 | ||||||
| Average Prices | ||||||||
| Natural Gas: | ||||||||
| Average price without the impact of derivatives ($/Mcf) | $ | 3.78 | $ | 1.87 | ||||
| Impact from settled derivatives ($/Mcf) | (1.04 | ) | 0.38 | |||||
| Average price, including settled derivatives ($/Mcf) | $ | 2.74 | $ | 2.25 | ||||
| Oil: | ||||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 67.37 | $ | 35.96 | ||||
| Impact from settled derivatives ($/Bbl) | (8.77 | ) | (3.38 | ) | ||||
| Average price, including settled derivatives ($/Bbl) | $ | 58.60 | $ | 32.58 | ||||
| NGL: | ||||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 39.47 | $ | 20.37 | ||||
| Impact from settled derivatives ($/Bbl) | (5.23 | ) | — | |||||
| Average price, including settled derivatives ($/Bbl) | $ | 34.24 | $ | 20.37 | ||||
| Total: | ||||||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 4.24 | $ | 2.08 | ||||
| Impact from settled derivatives ($/Mcfe) | (1.04 | ) | 0.33 | |||||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.20 | $ | 2.41 | ||||
| Selected operating metrics | ||||||||
| Lease operating expenses ($/Mcfe) | $ | 0.15 | $ | 0.15 | ||||
| Taxes other than income ($/Mcfe) | $ | 0.13 | $ | 0.07 | ||||
| Transportation, gathering, processing and compression expense ($/Mcfe) | $ | 0.94 | $ | 1.21 | ||||
| Recurring cash general and administrative expenses ($ millions) (non-GAAP) | $ | 0.11 | $ | 0.14 | ||||
| Interest expenses ($/Mcfe) | $ | 0.18 | $ | 0.38 | ||||
Capital Investment
Capital investment was $80.9 million (on an incurred basis) for the third quarter of 2021, of which $77.8 million related to drilling and completion (“D&C”) activity and $3.1 million related to leasehold and land investment.
For the nine-month period ended September 30, 2021, capital investment was $221.5 million (on an incurred basis), of which $214.0 million related to D&C activity and $7.5 million to leasehold and land investment.
3
Amended and Restated Credit Facility
On October 14, 2021, Gulfport announced that it has entered into the Third Amended and Restated Credit Agreement (“Amendment”), which amends and refinances the Company’s Credit Agreement, dated as of May 17, 2021 (“Exit Facility”). The Amendment provides for, among other things, an increase in aggregate elected lender commitments from $580 million to $700 million, the repayment of the term loan under the Exit Facility, the elimination of the $40 million availability blocker and a maturity date extension to October 2025 from May 2024.
Financial Position and Liquidity
As of September 30, 2021, Gulfport had approximately $4.5 million of cash and cash equivalents, $200.6 million of borrowings under its Exit Facility, $115.5 million of letters of credit outstanding and $550 million of outstanding 2026 senior notes.
Pro forma for the Amendment, Gulfport’s liquidity at September 30, 2021, totaled approximately $388 million, comprised of the $4.5 million of cash and cash equivalents and approximately $384 million of available borrowing capacity under its new revolving credit facility.
On September 30, 2021, the company paid dividends on its Preferred Stock, which included 2,065 shares of New Preferred Stock paid in kind and approximately $30,000 of cash in lieu of fractional shares.
2021 Guidance Update
Driven by reservoir outperformance and operational execution in the Utica coming in ahead of expectations, Gulfport has narrowed its 2021 full year net production guidance range to average 980 MMcfe to 1,000 MMcfe per day.
Gulfport increased guidance for its expected realized natural gas liquids price, before hedges, as a percent of WTI to 55% to 60% from a range of 45% to 50% previously. The increase was driven by strong realizations reported during the nine-month period ended September 30, 2021 and expectations for continued strong fundamentals to result in higher prices during the fourth quarter of 2021.
Recurring cash general and administrative expense (“G&A”) (non-GAAP measure) guidance was reduced to total $42 million to $44 million for full year 2021, a decrease of $3 million from the previous midpoint, reflecting the Company’s continued focus on reducing costs to target top-quartile G&A and in line with its expected 2022 run rate.
As a result of all the previously mentioned updates combined with a significant increase in commodity prices, Gulfport has increased its forecasted free cash flow (non-GAAP measure) guidance for 2021 to $345 to $365 million.
4
| Year Ending | ||||||||
| 12/31/21 | ||||||||
| Low | High | |||||||
| Production | ||||||||
| Average Daily Gas Equivalent (MMcfepd) | 980 | 1,000 | ||||||
| % Gas | ~90% | |||||||
| Realizations (before hedges) | ||||||||
| Natural Gas (Differential to NYMEX Settled Price) ($/Mcf) | $ | (0.10 | ) | $ | (0.20 | ) | ||
| NGL (% of WTI) | 55 | % | 60 | % | ||||
| Oil (Differential to NYMEX WTI) ($/Bbl) | $ | (3.00 | ) | $ | (4.00 | ) | ||
| Operating Costs | ||||||||
| Lease operating expense ($/Mcfe) | $ | 0.13 | $ | 0.15 | ||||
| Taxes other than income ($/Mcfe) | $ | 0.11 | $ | 0.13 | ||||
| Transportation, gathering, processing and compression(1) ($/Mcfe) | $ | 0.92 | $ | 0.96 | ||||
| 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 | $ | 270 | $ | 290 | ||||
| Leasehold and Land | $20 | |||||||
| Total | $ | 290 | $ | 310 | ||||
| Free Cash Flow(3) | $ | 345 | $ | 365 | ||||
| (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. |
5
Derivatives
Gulfport hedges portions 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.
Third Quarter 2021 Conference Call
Gulfport will host a teleconference and webcast to discuss its third quarter of 2021 results beginning at 9:00 a.m. ET (8:00 a.m. CT) on Wednesday, November 3, 2021.
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 4, 2021 to November 18, 2021, by calling 877-660-6853 domestically or 201-612-7415 internationally and then entering the replay passcode 13724300.
Financial Statements and Guidance Documents
Third quarter of 2021 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.
6
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, share repurchases, 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, 2020 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.ir.gulfportenergy.com/all-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.
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
Thomas Renouard - Senior Analyst, Investor Relations
405-252-4550
Media Contact
Reevemark
Hugh Burns / Paul Caminiti / Nicholas Leasure
212-433-4600
7
Exhibit 99.2
Three months and nine months ended September 30, 2021
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 2021E Guidance | 11 | |
| Derivatives | 12 | |
| Non-GAAP Reconciliations | 13 | |
| Definitions | 14 | |
| Adjusted Net Income | 15 | |
| Adjusted EBITDA | 17 | |
| Free Cash Flow | 19 | |
| Recurring General and Administrative Expenses | 21 |
Production Volumes by Asset Area : Three months ended, September 30, 2021
Production Volumes
| Successor | Predecessor | |||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||
| Natural gas (Mcf/day) | ||||||||
| Utica | 678,154 | 763,387 | ||||||
| SCOOP | 188,292 | 139,233 | ||||||
| Other | — | 40 | ||||||
| Total | 866,446 | 902,660 | ||||||
| Oil and condensate (Bbl/day) | ||||||||
| Utica | 958 | 1,579 | ||||||
| SCOOP | 4,335 | 3,204 | ||||||
| Other | 78 | 57 | ||||||
| Total | 5,371 | 4,840 | ||||||
| NGL (Bbl/day) | ||||||||
| Utica | 2,516 | 2,917 | ||||||
| SCOOP | 9,918 | 7,128 | ||||||
| Other | — | 2 | ||||||
| Total | 12,434 | 10,047 | ||||||
| Combined (Mcfe/day) | ||||||||
| Utica | 698,998 | 790,363 | ||||||
| SCOOP | 273,812 | 201,227 | ||||||
| Other | 471 | 393 | ||||||
| Total | 973,281 | 991,983 | ||||||
Page 2
Production Volumes by Asset Area : Nine months ended, September 30, 2021
Production Volumes
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||
| Natural gas (Mcf/day) | ||||||||||||||||
| Utica | 682,596 | 780,791 | 731,873 | 774,705 | ||||||||||||
| SCOOP | 190,305 | 126,294 | 158,182 | 152,595 | ||||||||||||
| Other | 38 | 63 | 51 | 44 | ||||||||||||
| Total | 872,939 | 907,148 | 890,106 | 927,344 | ||||||||||||
| Oil and condensate (Bbl/day) | ||||||||||||||||
| Utica | 1,012 | 1,336 | 1,175 | 829 | ||||||||||||
| SCOOP | 4,493 | 2,508 | 3,497 | 4,185 | ||||||||||||
| Other | 76 | 35 | 55 | 73 | ||||||||||||
| Total | 5,581 | 3,879 | 4,727 | 5,087 | ||||||||||||
| NGL (Bbl/day) | ||||||||||||||||
| Utica | 2,588 | 2,638 | 2,613 | 2,882 | ||||||||||||
| SCOOP | 9,645 | 6,200 | 7,916 | 8,167 | ||||||||||||
| Other | — | 3 | 2 | 1 | ||||||||||||
| Total | 12,233 | 8,841 | 10,531 | 11,050 | ||||||||||||
| Combined (Mcfe/day) | ||||||||||||||||
| Utica | 704,196 | 804,633 | 754,598 | 796,972 | ||||||||||||
| SCOOP | 275,134 | 178,545 | 226,662 | 226,705 | ||||||||||||
| Other | 498 | 288 | 392 | 488 | ||||||||||||
| Total | 979,828 | 983,466 | 981,653 | 1,024,165 | ||||||||||||
Page 3
Production and Pricing : Three months ended, September 30, 2021
The following table summarizes production and related pricing for the three months ended September 30, 2021, as compared to such data for the three months ended September 30, 2020:
| Successor | Predecessor | |||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||
| Natural gas sales | ||||||||
| Natural gas production volumes (MMcf) | 79,713 | 83,045 | ||||||
| Natural gas production volumes (MMcf/d) | 866 | 903 | ||||||
| Total sales | $ | 301,516 | $ | 155,163 | ||||
| Average price without the impact of derivatives ($/Mcf) | $ | 3.78 | $ | 1.87 | ||||
| Impact from settled derivatives ($/Mcf) | $ | (1.04 | ) | $ | 0.38 | |||
| Average price, including settled derivatives ($/Mcf) | $ | 2.74 | $ | 2.25 | ||||
| Oil and condensate sales | ||||||||
| Oil and condensate production volumes (MBbl) | 494 | 445 | ||||||
| Oil and condensate production volumes (MBbl/d) | 5 | 5 | ||||||
| Total sales | $ | 33,279 | $ | 16,012 | ||||
| Average price without the impact of derivatives ($/Bbl) | $ | 67.37 | $ | 35.96 | ||||
| Impact from settled derivatives ($/Bbl) | $ | (8.77 | ) | $ | (3.38 | ) | ||
| Average price, including settled derivatives ($/Bbl) | $ | 58.60 | $ | 32.58 | ||||
| NGL sales | ||||||||
| NGL production volumes (MBbl) | 1,144 | 924 | ||||||
| NGL production volumes (MBbl/d) | 12 | 10 | ||||||
| Total sales | $ | 45,153 | $ | 18,824 | ||||
| Average price without the impact of derivatives ($/Bbl) | $ | 39.47 | $ | 20.37 | ||||
| Impact from settled derivatives ($/Bbl) | $ | (5.23 | ) | $ | — | |||
| Average price, including settled derivatives ($/Bbl) | $ | 34.24 | $ | 20.37 | ||||
| Natural gas, oil and condensate and NGL sales | ||||||||
| Natural gas equivalents (MMcfe) | 89,542 | 91,262 | ||||||
| Natural gas equivalents (MMcfe/d) | 973 | 992 | ||||||
| Total sales | $ | 379,948 | $ | 189,999 | ||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 4.24 | $ | 2.08 | ||||
| Impact from settled derivatives ($/Mcfe) | $ | (1.04 | ) | $ | 0.33 | |||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.20 | $ | 2.41 | ||||
| Production Costs: | ||||||||
| Average lease operating expenses ($/Mcfe) | $ | 0.15 | $ | 0.15 | ||||
| Average taxes other than income ($/Mcfe) | $ | 0.13 | $ | 0.07 | ||||
| Average transportation, gathering, processing and compression ($/Mcfe) | $ | 0.94 | $ | 1.21 | ||||
| Total lease operating expenses, midstream costs and taxes other than income ($/Mcfe) | $ | 1.22 | $ | 1.43 | ||||
Page 4
Production and Pricing : Nine months ended, September 30, 2021
The following table summarizes production and related pricing for the nine months ended September 30, 2021, as compared to such data for the nine months ended September 30, 2020:
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||
| Natural gas sales | ||||||||||||||||
| Natural gas production volumes (MMcf) | 118,720 | 124,279 | 242,999 | 254,092 | ||||||||||||
| Natural gas production volumes (MMcf/d) | 873 | 907 | 890 | 927 | ||||||||||||
| Total sales | $ | 413,234 | $ | 344,390 | $ | 757,624 | $ | 456,859 | ||||||||
| Average price without the impact of derivatives ($/Mcf) | $ | 3.48 | $ | 2.77 | $ | 3.12 | $ | 1.80 | ||||||||
| Impact from settled derivatives ($/Mcf) | $ | (0.75 | ) | $ | (0.03 | ) | $ | (0.38 | ) | $ | 0.69 | |||||
| Average price, including settled derivatives ($/Mcf) | $ | 2.73 | $ | 2.74 | $ | 2.74 | $ | 2.49 | ||||||||
| Oil and condensate sales | ||||||||||||||||
| Oil and condensate production volumes (MBbl) | 759 | 531 | 1,290 | 1,394 | ||||||||||||
| Oil and condensate production volumes (MBbl/d) | 6 | 4 | 5 | 5 | ||||||||||||
| Total sales | $ | 50,866 | $ | 29,106 | $ | 79,972 | $ | 47,553 | ||||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 67.02 | $ | 54.81 | $ | 61.99 | $ | 34.12 | ||||||||
| Impact from settled derivatives ($/Bbl) | $ | (5.71 | ) | $ | — | $ | (3.36 | ) | $ | 34.76 | ||||||
| Average price, including settled derivatives ($/Bbl) | $ | 61.31 | $ | 54.81 | $ | 58.63 | $ | 68.88 | ||||||||
| NGL sales | ||||||||||||||||
| NGL production volumes (MBbl) | 1,664 | 1,211 | 2,875 | 3,028 | ||||||||||||
| NGL production volumes (MBbl/d) | 12 | 9 | 11 | 11 | ||||||||||||
| Total sales | $ | 61,230 | $ | 36,780 | $ | 98,010 | $ | 45,989 | ||||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 36.80 | $ | 30.37 | $ | 34.09 | $ | 15.19 | ||||||||
| Impact from settled derivatives ($/Bbl) | $ | (3.60 | ) | $ | — | $ | (2.08 | ) | $ | — | ||||||
| Average price, including settled derivatives ($/Bbl) | $ | 33.20 | $ | 30.37 | $ | 32.01 | $ | 15.19 | ||||||||
| Natural gas, oil and condensate and NGL sales | ||||||||||||||||
| Natural gas equivalents (MMcfe) | 133,257 | 134,735 | 267,992 | 280,621 | ||||||||||||
| Natural gas equivalents (MMcfe/d) | 980 | 983 | 982 | 1,024 | ||||||||||||
| Total sales | $ | 525,330 | $ | 410,276 | $ | 935,606 | $ | 550,401 | ||||||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 3.94 | $ | 3.05 | $ | 3.49 | $ | 1.96 | ||||||||
| Impact from settled derivatives ($/Mcfe) | $ | (0.75 | ) | $ | (0.02 | ) | $ | (0.38 | ) | $ | 0.80 | |||||
| Average price, including settled derivatives ($/Mcfe) | $ | 3.19 | $ | 3.03 | $ | 3.11 | $ | 2.76 | ||||||||
| Production Costs: | ||||||||||||||||
| Average lease operating expenses ($/Mcfe) | $ | 0.13 | $ | 0.14 | $ | 0.14 | $ | 0.15 | ||||||||
| Average taxes other than income ($/Mcfe) | $ | 0.13 | $ | 0.09 | $ | 0.11 | $ | 0.07 | ||||||||
| Average transportation, gathering, processing and compression ($/Mcfe) | $ | 0.94 | $ | 1.20 | $ | 1.07 | $ | 1.19 | ||||||||
| Total lease operating expenses, midstream costs and taxes other than income ($/Mcfe) | $ | 1.20 | $ | 1.43 | $ | 1.32 | $ | 1.41 | ||||||||
Page 5
Consolidated Statements of Income: Three months ended, September 30, 2021
(In thousands, except per share data)
(Unaudited)
| Successor | Predecessor | |||||||
| Three
Months Ended September 30, 2021 | Three
Months Ended September 30, 2020 | |||||||
| REVENUES: | ||||||||
| Natural gas sales | $ | 301,516 | $ | 155,163 | ||||
| Oil and condensate sales | 33,279 | 16,012 | ||||||
| Natural gas liquid sales | 45,153 | 18,824 | ||||||
| Net loss on natural gas, oil and NGL derivatives | (622,476 | ) | (53,823 | ) | ||||
| Total Revenues | (242,528 | ) | 136,176 | |||||
| OPERATING EXPENSES: | ||||||||
| Lease operating expenses | 13,864 | 13,393 | ||||||
| Taxes other than income | 11,844 | 6,102 | ||||||
| Transportation, gathering, processing and compression | 84,435 | 110,567 | ||||||
| Depreciation, depletion and amortization | 62,573 | 51,551 | ||||||
| Impairment of oil and natural gas properties | — | 270,874 | ||||||
| General and administrative expenses | 16,691 | 20,331 | ||||||
| Restructuring and liability management expenses | 2,858 | 8,984 | ||||||
| Accretion expense | 488 | 774 | ||||||
| Total Operating Expenses | 192,753 | 482,576 | ||||||
| LOSS FROM OPERATIONS | (435,281 | ) | (346,400 | ) | ||||
| OTHER EXPENSE: | ||||||||
| Interest expense | 16,351 | 34,321 | ||||||
| Loss from equity method investments, net | — | 153 | ||||||
| Other, net | 9,031 | 89 | ||||||
| Total Other Expense | 25,382 | 34,563 | ||||||
| LOSS BEFORE INCOME TAXES | (460,663 | ) | (380,963 | ) | ||||
| Income tax expense | 650 | — | ||||||
| NET LOSS | $ | (461,313 | ) | $ | (380,963 | ) | ||
| Dividends on New Preferred Stock | $ | (2,095 | ) | $ | — | |||
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (463,408 | ) | $ | (380,963 | ) | ||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic | $ | (22.50 | ) | $ | (2.37 | ) | ||
| Diluted | $ | (22.50 | ) | $ | (2.37 | ) | ||
| Weighted average common shares outstanding—Basic | 20,598 | 160,683 | ||||||
| Weighted average common shares outstanding—Diluted | 20,598 | 160,683 | ||||||
Page 6
Consolidated Statements of Income: Nine months ended, September 30, 2021
(In thousands, except per share data)
(Unaudited)
| Successor | Predecessor | |||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2020 | ||||||||||
| REVENUES: | ||||||||||||
| Natural gas sales | $ | 413,234 | $ | 344,390 | $ | 456,859 | ||||||
| Oil and condensate sales | 50,866 | 29,106 | 47,553 | |||||||||
| Natural gas liquid sales | 61,230 | 36,780 | 45,989 | |||||||||
| Net (loss) gain on natural gas, oil and NGL derivatives | (762,134 | ) | (137,239 | ) | 71,414 | |||||||
| Total Revenues | (236,804 | ) | 273,037 | 621,815 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Lease operating expenses | 17,980 | 19,524 | 41,166 | |||||||||
| Taxes other than income | 16,900 | 12,349 | 19,039 | |||||||||
| Transportation, gathering, processing and compression | 125,811 | 161,086 | 334,789 | |||||||||
| Depreciation, depletion and amortization | 94,935 | 62,764 | 194,369 | |||||||||
| Impairment of oil and natural gas properties | 117,813 | — | 1,357,099 | |||||||||
| Impairment of other property and equipment | — | 14,568 | — | |||||||||
| General and administrative expenses | 23,209 | 19,175 | 45,719 | |||||||||
| Restructuring and liability management expenses | 2,858 | — | 9,601 | |||||||||
| Accretion expense | 714 | 1,229 | 2,270 | |||||||||
| Total Operating Expenses | 400,220 | 290,695 | 2,004,052 | |||||||||
| LOSS FROM OPERATIONS | (637,024 | ) | (17,658 | ) | (1,382,237 | ) | ||||||
| OTHER EXPENSE (INCOME): | ||||||||||||
| Interest expense | 25,245 | 4,159 | 99,677 | |||||||||
| Gain on debt extinguishment | — | — | (49,579 | ) | ||||||||
| Loss from equity method investments, net | — | 342 | 10,987 | |||||||||
| Reorganization items, net | — | (266,898 | ) | — | ||||||||
| Other, net | 7,979 | 1,711 | 8,957 | |||||||||
| Total Other Expense (Income) | 33,224 | (260,686 | ) | 70,042 | ||||||||
| (LOSS) INCOME BEFORE INCOME TAXES | (670,248 | ) | 243,028 | (1,452,279 | ) | |||||||
| Income tax expense (benefit) | 650 | (7,968 | ) | 7,290 | ||||||||
| NET (LOSS) INCOME | $ | (670,898 | ) | $ | 250,996 | $ | (1,459,569 | ) | ||||
| Dividends on New Preferred Stock | $ | (3,126 | ) | $ | — | $ | — | |||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (674,024 | ) | $ | 250,996 | $ | (1,459,569 | ) | ||||
| NET (LOSS) INCOME PER COMMON SHARE: | ||||||||||||
| Basic | $ | (32.87 | ) | $ | 1.56 | $ | (9.12 | ) | ||||
| Diluted | $ | (32.87 | ) | $ | 1.56 | $ | (9.12 | ) | ||||
| Weighted average common shares outstanding—Basic | 20,507 | 160,834 | 160,053 | |||||||||
| Weighted average common shares outstanding—Diluted | 20,507 | 160,834 | 160,053 | |||||||||
Page 7
Consolidated Balance Sheets
(In thousands, except share data)
| Successor | Predecessor | |||||||
| September 30, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,485 | $ | 89,861 | ||||
| Accounts receivable—oil and natural gas sales | 185,941 | 119,879 | ||||||
| Accounts receivable—joint interest and other | 9,669 | 12,200 | ||||||
| Prepaid expenses and other current assets | 18,487 | 160,664 | ||||||
| Short-term derivative instruments | 2,142 | 27,146 | ||||||
| Total current assets | 220,724 | 409,750 | ||||||
| Property and equipment: | ||||||||
| Oil and natural gas properties, full-cost method | ||||||||
| Proved oil and natural gas properties | 1,831,762 | 9,359,866 | ||||||
| Unproved properties | 216,357 | 1,457,043 | ||||||
| Other property and equipment | 5,277 | 88,538 | ||||||
| Total property and equipment | 2,053,396 | 10,905,447 | ||||||
| Less: accumulated depletion, depreciation and amortization | (212,403 | ) | (8,819,178 | ) | ||||
| Total property and equipment, net | 1,840,993 | 2,086,269 | ||||||
| Other assets: | ||||||||
| Equity investments | — | 24,816 | ||||||
| Long-term derivative instruments | 961 | 322 | ||||||
| Operating lease assets | 34 | 342 | ||||||
| Other assets | 25,496 | 18,372 | ||||||
| Total other assets | 26,491 | 43,852 | ||||||
| Total assets | $ | 2,088,208 | $ | 2,539,871 | ||||
Page 8
Consolidated Balance Sheets
(In thousands, except share data)
| Successor | Predecessor | |||||||
| September 30, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 436,172 | $ | 244,903 | ||||
| Short-term derivative instruments | 560,722 | 11,641 | ||||||
| Current portion of operating lease liabilities | 34 | — | ||||||
| Current maturities of long-term debt | 60,000 | 253,743 | ||||||
| Total current liabilities | 1,056,928 | 510,287 | ||||||
| Non-current liabilities: | ||||||||
| Long-term derivative instruments | 272,935 | 36,604 | ||||||
| Asset retirement obligation | 19,854 | — | ||||||
| Long-term debt, net of current maturities | 689,502 | — | ||||||
| Total non-current liabilities | 982,291 | 36,604 | ||||||
| Liabilities subject to compromise | — | 2,293,480 | ||||||
| Total liabilities | $ | 2,039,219 | $ | 2,840,371 | ||||
| Mezzanine Equity: | ||||||||
| New Preferred Stock - $0.0001 par value, 110 thousand shares authorized, 57.9 thousand issued and outstanding at September 30, 2021 | 57,920 | — | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Predecessor common stock - $0.01 par value, 200.0 million shares authorized, 160.8 million issued and outstanding at December 31, 2020 | — | 1,607 | ||||||
| Predecessor accumulated other comprehensive loss | — | (43,000 | ) | |||||
| New Common Stock - $0.0001 par value, 42.0 million shares authorized, 20.6 million issued and outstanding at September 30, 2021 | 2 | — | ||||||
| Additional paid-in capital | 692,182 | 4,213,752 | ||||||
| New Common Stock held in reserve, 938 thousand shares | (30,216 | ) | — | |||||
| Accumulated deficit | (670,899 | ) | (4,472,859 | ) | ||||
| Total stockholders’ deficit | $ | (8,931 | ) | $ | (300,500 | ) | ||
| Total liabilities, mezzanine equity and stockholders’ deficit | $ | 2,088,208 | $ | 2,539,871 | ||||
Page 9
Consolidated Statement of Cash Flows: Nine months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | |||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2020 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net (loss) income | $ | (670,898 | ) | $ | 250,996 | $ | (1,459,569 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
| Depletion, depreciation and amortization | 94,935 | 62,764 | 194,369 | |||||||||
| Impairment of oil and natural gas properties | 117,813 | — | 1,357,099 | |||||||||
| Impairment of other property and equipment | — | 14,568 | — | |||||||||
| Loss from equity investments | — | 342 | 10,987 | |||||||||
| Gain on debt extinguishment | — | — | (49,579 | ) | ||||||||
| Net loss (gain) on derivative instruments | 762,134 | 137,239 | (71,414 | ) | ||||||||
| Net cash (payments) receipts on settled derivative instruments | (99,574 | ) | (3,361 | ) | 225,364 | |||||||
| Non-cash reorganization items, net | — | (446,012 | ) | — | ||||||||
| Deferred income tax expense | — | — | 7,290 | |||||||||
| Other, net | 1,487 | 1,725 | 12,753 | |||||||||
| Changes in operating assets and liabilities, net | (41,260 | ) | 153,894 | (27,299 | ) | |||||||
| Net cash provided by operating activities | 164,637 | 172,155 | 200,001 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Additions to oil and natural gas properties | (119,306 | ) | (102,330 | ) | (337,979 | ) | ||||||
| Proceeds from sale of oil and natural gas properties | 600 | 15 | 46,932 | |||||||||
| Other, net | 2,562 | 4,484 | 351 | |||||||||
| Net cash used in investing activities | (116,144 | ) | (97,831 | ) | (290,696 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Principal payments on Pre-Petition Revolving Credit Facility | — | (318,961 | ) | (372,000 | ) | |||||||
| Borrowings on Pre-Petition Revolving Credit Facility | — | 26,050 | 531,857 | |||||||||
| 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 | (1,225 | ) | (7,100 | ) | (633 | ) | ||||||
| Repurchase of senior notes | — | — | (22,827 | ) | ||||||||
| Proceeds from issuance of New Preferred Stock | — | 50,000 | — | |||||||||
| Other, net | (55 | ) | (8 | ) | (719 | ) | ||||||
| Net cash (used in) provided by in financing activities | (103,425 | ) | (104,768 | ) | 135,678 | |||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (54,932 | ) | (30,444 | ) | 44,983 | |||||||
| Cash, cash equivalents and restricted cash at beginning of period | 59,417 | 89,861 | 6,060 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 4,485 | $ | 59,417 | $ | 51,043 | ||||||
Page 10
Updated 2021E Guidance
Gulfport’s 2021 guidance assumes commodity strip prices as of September 30, 2021, adjusted for applicable commodity and location differentials, and no property acquisitions or divestitures.
| Year Ending | ||||||||
| 12/31/21 | ||||||||
| Low | High | |||||||
| Production | ||||||||
| Average Daily Gas Equivalent (MMcfepd) | 980 | 1,000 | ||||||
| % Gas | ~90% | |||||||
| Realizations (before hedges) | ||||||||
| Natural Gas (Differential to NYMEX Settled Price) ($/Mcf) | $ | (0.10 | ) | $ | (0.20 | ) | ||
| NGL (% of WTI) | 55 | % | 60 | % | ||||
| Oil (Differential to NYMEX WTI) ($/Bbl) | $ | (3.00 | ) | $ | (4.00 | ) | ||
| Operating Costs | ||||||||
| Lease operating expense ($/Mcfe) | $ | 0.13 | $ | 0.15 | ||||
| Taxes other than income ($/Mcfe) | $ | 0.11 | $ | 0.13 | ||||
| Transportation, gathering, processing and compression(1) ($/Mcfe) | $ | 0.92 | $ | 0.96 | ||||
| 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 | $ | 270 | $ | 290 | ||||
| Leasehold and Land | $20 | |||||||
| Total | $ | 290 | $ | 310 | ||||
| Free Cash Flow(3) | $ | 345 | $ | 365 | ||||
| (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 11

Derivatives
The below details Gulfport’s hedging positions as of November 1, 2021.
| 2021(1) | 2022 | 2023 | ||||||||||
| Natural Gas Contract Summary (NYMEX): | ||||||||||||
| Fixed Price Swaps | ||||||||||||
| Volume (BBtupd) | 198 | 141 | 65 | |||||||||
| Weighted Average Price ($/MMBtu) | $ | 2.85 | $ | 2.88 | $ | 3.39 | ||||||
| Fixed Price Collars | ||||||||||||
| Volume (BBtupd) | 610 | 407 | — | |||||||||
| Weighted Average Floor Price ($/MMBtu) | $ | 2.59 | $ | 2.58 | $ | — | ||||||
| Weighted Average Ceiling Price ($/MMBtu) | $ | 3.02 | $ | 2.91 | $ | — | ||||||
| Fixed Price Calls Sold | ||||||||||||
| Volume (BBtupd) | — | 153 | 628 | |||||||||
| Weighted Average Price ($/MMBtu) | $ | — | $ | 2.90 | $ | 2.90 | ||||||
| Rex Zone 3 Basis | ||||||||||||
| Volume (BBtupd) | 100 | 25 | — | |||||||||
| Differential ($/MMBtu) | $ | (0.10 | ) | $ | (0.10 | ) | $ | — | ||||
| OGT Basis | ||||||||||||
| Volume (BBtupd) | 20 | 5 | — | |||||||||
| Differential ($/MMBtu) | $ | 0.50 | $ | 0.50 | $ | — | ||||||
| Oil Contract Summary (WTI): | ||||||||||||
| Fixed Price Swaps | ||||||||||||
| Volume (Bblpd) | 3,000 | 2,104 | — | |||||||||
| Weighted Average Price ($/Bbl) | $ | 57.67 | $ | 66.23 | $ | — | ||||||
| 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) | 3,100 | 3,378 | — | |||||||||
| Weighted Average Price ($/Bbl) | $ | 27.80 | $ | 35.09 | $ | — |
| (1) | November 1 - December 31, 2021 |
Page 12
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 13
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, gain on debt extinguishment, 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, depreciation, depletion and amortization and impairment of oil and gas properties, property and equipment, reorganization items, non-cash derivative loss, contractual charges on midstream disputes, non-recurring general and administrative expenses, gain on debt extinguishment, 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 2021. 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 2021. 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 14
Adjusted Net Income: Three months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | |||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||
| Loss Before Income Taxes (GAAP) | $ | (460,663 | ) | $ | (380,963 | ) | ||
| Adjustments: | ||||||||
| Non-cash derivative loss | 529,590 | 83,955 | ||||||
| Impairments | — | 270,874 | ||||||
| Non-recurring general and administrative expense | 9,554 | 12,742 | ||||||
| Restructuring and liability management expenses | 2,858 | 8,984 | ||||||
| Loss from equity method investments | — | 153 | ||||||
| Other, net | 9,930 | 464 | ||||||
| Adjusted Net Income (Non-GAAP) | $ | 91,269 | $ | (3,791 | ) | |||
| Dividends on New Preferred Stock | $ | (2,095 | ) | $ | — | |||
| Participating Securities - New Preferred Stock | $ | (17,010 | ) | $ | — | |||
| Adjusted Net Income Attributable to Common Stockholders (Non-GAAP) | $ | 72,164 | $ | (3,791 | ) | |||
| Adjusted Net Income Per Common Share, Diluted (Non-GAAP) | $ | 3.50 | $ | (0.02 | ) | |||
Page 15
Adjusted Net Income: Nine months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||
| (Loss) Income Before Income Taxes (GAAP) | $ | (670,248 | ) | $ | 243,028 | $ | (427,220 | ) | $ | (1,452,279 | ) | |||||
| Adjustments: | ||||||||||||||||
| Reorganization items, net | — | (266,898 | ) | (266,898 | ) | — | ||||||||||
| Non-cash derivative loss | 662,559 | 133,878 | 796,437 | 152,570 | ||||||||||||
| Impairments | 117,813 | — | 117,813 | 1,357,099 | ||||||||||||
| Contractual charges on midstream disputes | — | 30,351 | 30,351 | — | ||||||||||||
| Non-recurring general and administrative expense | 13,599 | 8,923 | 22,522 | 19,848 | ||||||||||||
| Restructuring and liability management expenses | 2,858 | — | 2,858 | 9,601 | ||||||||||||
| Gain on debt extinguishment | — | — | — | (49,579 | ) | |||||||||||
| Loss from equity method investments | — | 342 | 342 | 10,987 | ||||||||||||
| Other, net | 8,878 | 3,207 | 12,085 | 11,700 | ||||||||||||
| Adjusted Net Income (Non-GAAP) | $ | 135,459 | $ | 152,831 | $ | 288,290 | $ | 59,947 | ||||||||
| Dividends on New Preferred Stock | $ | (3,126 | ) | $ | — | $ | (3,126 | ) | — | |||||||
| Participating Securities - New Preferred Stock(1) | $ | (25,341 | ) | $ | — | $ | (50,997 | ) | — | |||||||
| Adjusted Net Income Attributable to Common Stockholders (Non-GAAP) | $ | 106,992 | $ | 152,831 | $ | 234,167 | $ | 59,947 | ||||||||
| Adjusted Net Income Per Common Share, Diluted (Non-GAAP)(2) | $ | 5.22 | $ | 0.95 | $ | 11.42 | $ | 0.37 | ||||||||
| (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 16
Adjusted EBITDA: Three months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | |||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||
| Net (loss) income (GAAP) | $ | (461,313 | ) | $ | (380,963 | ) | ||
| Adjustments: | ||||||||
| Interest expense | 16,351 | 34,321 | ||||||
| Income tax expense | 650 | — | ||||||
| DD&A and impairment | 63,061 | 323,199 | ||||||
| Non-cash derivative loss | 529,590 | 83,955 | ||||||
| Non-recurring general and administrative expenses | 9,554 | 12,742 | ||||||
| Restructuring and liability management expenses | 2,858 | 8,984 | ||||||
| Loss from equity method investments | — | 153 | ||||||
| Other, net | 9,930 | 464 | ||||||
| Adjusted EBITDA (Non-GAAP) | $ | 170,681 | $ | 82,855 | ||||
Page 17
Adjusted EBITDA: Nine months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||
| Net (loss) income (GAAP) | $ | (670,898 | ) | $ | 250,996 | $ | (419,902 | ) | $ | (1,459,569 | ) | |||||
| Adjustments: | ||||||||||||||||
| Interest expense | 25,245 | 4,159 | 29,404 | 99,677 | ||||||||||||
| Income tax expense (benefit) | 650 | (7,968 | ) | (7,318 | ) | 7,290 | ||||||||||
| DD&A and impairment | 213,462 | 78,561 | 292,023 | 1,553,738 | ||||||||||||
| Reorganization items, net | — | (266,898 | ) | (266,898 | ) | — | ||||||||||
| Non-cash derivative loss | 662,559 | 133,878 | 796,437 | 152,570 | ||||||||||||
| Contractual charges on midstream disputes | — | 30,351 | 30,351 | — | ||||||||||||
| Non-recurring general and administrative expenses | 13,599 | 8,923 | 22,522 | 19,848 | ||||||||||||
| Restructuring and liability management expenses | 2,858 | — | 2,858 | 9,601 | ||||||||||||
| Gain on debt extinguishment | — | — | — | (49,579 | ) | |||||||||||
| Loss from equity method investments | — | 342 | 342 | 10,987 | ||||||||||||
| Other, net | 8,878 | 3,207 | 12,085 | 11,700 | ||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 256,353 | $ | 235,551 | $ | 491,904 | $ | 356,263 | ||||||||
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Free Cash Flow: Three months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | |||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||
| Net cash provided by operating activity (GAAP) | $ | 126,272 | $ | (47,221 | ) | |||
| Adjustments: | ||||||||
| Interest expense | 16,351 | 34,321 | ||||||
| Current income tax expense | 650 | — | ||||||
| Non-recurring general and administrative expenses | 9,554 | 12,742 | ||||||
| Restructuring and liability management expenses | 2,858 | 8,984 | ||||||
| Other, net | 8,532 | (1,671 | ) | |||||
| Changes in operating assets and liabilities, net | 6,464 | 75,700 | ||||||
| Adjusted EBITDA (Non-GAAP) | $ | 170,681 | $ | 82,855 | ||||
| Interest expense | (16,351 | ) | (34,321 | ) | ||||
| Capitalized expenses incurred(1) | (3,706 | ) | (6,380 | ) | ||||
| Capital expenditures incurred(2) | (80,914 | ) | (47,650 | ) | ||||
| Free Cash Flow (Non-GAAP) | $ | 69,710 | $ | (5,496 | ) | |||
| (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 19
Free Cash Flow: Nine months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | Non- GAAP Combined | Predecessor | |||||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||
| Net cash provided by operating activity (GAAP) | $ | 164,637 | $ | 172,155 | $ | 336,792 | $ | 200,001 | ||||||||
| Adjustments: | ||||||||||||||||
| Interest expense | 25,245 | 4,159 | 29,404 | 99,677 | ||||||||||||
| Current income tax expense (benefit) | 650 | (7,968 | ) | (7,318 | ) | — | ||||||||||
| Cash reorganization items, net | — | 179,114 | 179,114 | — | ||||||||||||
| Non-recurring general and administrative expenses | 13,599 | 8,923 | 22,522 | 19,848 | ||||||||||||
| Restructuring and liability management expenses | 2,858 | — | 2,858 | 9,601 | ||||||||||||
| Contractual charges on midstream disputes | — | 30,351 | 30,351 | — | ||||||||||||
| Other, net | 8,104 | 2,711 | 10,815 | (163 | ) | |||||||||||
| Changes in operating assets and liabilities, net | 41,260 | (153,894 | ) | (112,634 | ) | 27,299 | ||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 256,353 | $ | 235,551 | $ | 491,904 | $ | 356,263 | ||||||||
| Interest expense | (25,245 | ) | (4,159 | ) | (29,404 | ) | (99,677 | ) | ||||||||
| Capitalized expenses incurred(1) | (5,883 | ) | (8,020 | ) | (13,903 | ) | (20,683 | ) | ||||||||
| Capital expenditures incurred(2) | (113,030 | ) | (108,408 | ) | (221,438 | ) | (236,943 | ) | ||||||||
| Free Cash Flow (Non-GAAP) | $ | 112,195 | $ | 114,964 | $ | 227,159 | $ | (1,040 | ) | |||||||
| (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
Recurring General and Administrative Expenses:
Three and Nine months ended, September 30, 2021
(In thousands)
(Unaudited)
| Successor | Predecessor | |||||||||||||||||||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||||||||||||||||||
| Cash | Non-Cash | Total | Cash | Non-Cash | Total | |||||||||||||||||||
| General and administrative expense (GAAP) | $ | 15,792 | $ | 899 | $ | 16,691 | $ | 19,956 | $ | 375 | $ | 20,331 | ||||||||||||
| Capitalized general and administrative expense | 3,590 | 484 | 4,074 | 5,885 | 299 | 6,184 | ||||||||||||||||||
| Non-recurring general and administrative expense(1) | (9,554 | ) | — | (9,554 | ) | (12,742 | ) | — | (12,742 | ) | ||||||||||||||
| Recurring General and Administrative Expense (Non-GAAP) | $ | 9,828 | $ | 1,383 | $ | 11,211 | $ | 13,099 | $ | 674 | $ | 13,773 | ||||||||||||
| (1) | Includes non-recurring general and administrative expenses related to certain legal and restructuring charges. |
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||||||||||||||||||||||||||||||||||||||
| Period from May 18, 2021 through September 30, 2021 | Period from January 1, 2021 through May 17, 2021 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||
| Cash | Non-Cash | Total | Cash | Non-Cash | Total | Cash | Non-Cash | Total | Cash | Non-Cash | Total | |||||||||||||||||||||||||||||||||||||
| General and administrative expense (GAAP) | $ | 22,310 | $ | 899 | $ | 23,209 | $ | 18,002 | $ | 1,173 | $ | 19,175 | $ | 40,312 | $ | 2,072 | $ | 42,384 | $ | 42,976 | $ | 2,743 | $ | 45,719 | ||||||||||||||||||||||||
| Capitalized general and administrative expense | 5,767 | 484 | 6,251 | 7,097 | 922 | 8,019 | $ | 12,864 | $ | 1,406 | $ | 14,270 | 17,586 | 2,190 | 19,776 | |||||||||||||||||||||||||||||||||
| Non-recurring general and administrative expense(1) | (13,599 | ) | — | (13,599 | ) | (8,923 | ) | — | (8,923 | ) | $ | (22,522 | ) | $ | — | $ | (22,522 | ) | (19,848 | ) | — | (19,848 | ) | |||||||||||||||||||||||||
| Recurring General and Administrative Expense (Non-GAAP) | $ | 14,478 | $ | 1,383 | $ | 15,861 | $ | 16,176 | $ | 2,095 | $ | 18,271 | $ | 30,654 | $ | 3,478 | $ | 34,132 | $ | 40,714 | $ | 4,933 | $ | 45,647 | ||||||||||||||||||||||||
| (1) | Includes non-recurring general and administrative expenses related to certain legal and restructuring charges. |
Page 21