Expand Energy Corporation(納斯達克:EXE)是美國最大的獨立天然氣生產商,由專注於打破行業傳統成本和市場交付模式的具有奉獻精神和創新精神的員工提供動力,以負責任的方式開發國內最豐富的天然氣盆地資產。Expand Energy回報驅動的策略旨在通過利用其規模、財務實力和運營執行力為股東創造可持續價值。Expand Energy致力於擴大美國的能源範圍,以促使更具成本效益、可靠且低碳的未來。
3
Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include our current expectations or forecasts of future events, including matters relating to the combined company after the merger with Southwestern Energy Company (“Southwestern”), armed conflict and instability in Europe and the Middle East, along with the effects of the current global economic environment, and the impact of each on our business, financial condition, results of operations and cash flows, actions by, or disputes among or between, members of OPEC+ and other foreign oil-exporting countries, market factors, market prices, our ability to meet debt service requirements, our ability to continue to pay cash dividends, the amount and timing of any cash dividends and our ESG initiatives. Forward-looking and other statements in this release regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as "expect," “could,” “may,” "anticipate," "intend," "plan," “ability,” "believe," "seek," "see," "will," "would," “estimate,” “forecast,” "target," “guidance,” “outlook,” “opportunity” or “strategy.” The absence of such words or expressions does not necessarily mean the statements are not forward-looking.
Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
•conservation measures and technological advances could reduce demand for natural gas and oil;
•negative public perceptions of our industry;
•competition in the natural gas and oil exploration and production industry;
•the volatility of natural gas, oil and NGL prices, which are affected by general economic and business conditions, as well as increased demand for (and availability of) alternative fuels and electric vehicles;
•risks from regional epidemics or pandemics and related economic turmoil, including supply chain constraints;
•write-downs of our natural gas and oil asset carrying values due to low commodity prices;
•significant capital expenditures are required to replace our reserves and conduct our business;
•our ability to replace reserves and sustain production;
•uncertainties inherent in estimating quantities of natural gas, oil and NGL reserves and projecting future rates of production and the amount and timing of development expenditures;
•drilling and operating risks and resulting liabilities;
•our ability to generate profits or achieve targeted results in drilling and well operations;
•leasehold terms expiring before production can be established;
•risks from our commodity price risk management activities;
•uncertainties, risks and costs associated with natural gas and oil operations;
•our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used;
•pipeline and gathering system capacity constraints and transportation interruptions;
•our plans to participate in the LNG export industry;
•risks from failure to protect personal information and data and compliance with data privacy and security laws and regulations;
•disruption of our business by natural or human causes beyond our control;
•a deterioration in general economic, business or industry conditions;
•the impact of inflation and commodity price volatility, including as a result of armed conflict and instability in Europe and the Middle East, along with the effects of the current global economic environment, on our business, financial condition, employees, contractors, vendors and the global demand for natural gas and oil and on U.S. and global financial markets;
•our inability to access the capital markets on favorable terms;
•the limitations on our financial flexibility due to our level of indebtedness and restrictive covenants from our indebtedness;
•our actual financial results after emergence from bankruptcy may not be comparable to our historical financial information;
•risks related to acquisitions or dispositions, or potential acquisitions or dispositions, including risks related to the merger with Southwestern, such as risks related to loss of management personnel, other key employees, customers, suppliers, vendors, landlords, joint venture partners and other business partners following the merger; risks related to disruption of management time from ongoing business operations due to integration; the risk of any litigation relating to the transaction; the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; and the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the transaction or it may take longer than expected to achieve those synergies or benefits;
•our ability to achieve and maintain ESG certifications, goals and commitments;
•legislative, regulatory and ESG initiatives, addressing environmental concerns, including initiatives addressing the impact of global climate change or further regulating hydraulic fracturing, methane emissions, flaring or water disposal;
•federal and state tax proposals affecting our industry;
4
•risks related to an annual limitation on the utilization of our tax attributes, as well as trading in our common stock, additional issuance of common stock, and certain other stock transactions, which could lead to an additional, potentially more restrictive, annual limitation; and
•other factors that are described under Risk Factors in Item 1A of Part I of our Annual Report on Form 10-K.
We caution you not to place undue reliance on the forward-looking statements contained in this release, which speak only as of the filing date, and we undertake no obligation to update this information. We urge you to carefully review and consider the disclosures in this release and our filings with the SEC that attempt to advise interested parties of the risks and factors that may affect our business.
5
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
($ in millions, except per share data)
September 30, 2024
December 31, 2023
Assets
Current assets:
Cash and cash equivalents
$
1,044
$
1,079
Restricted cash
76
74
Accounts receivable, net
261
593
Derivative assets
199
637
Other current assets
217
226
Total current assets
1,797
2,609
Property and equipment:
Natural gas and oil properties, successful efforts method
Proved natural gas and oil properties
12,373
11,468
Unproved properties
1,806
1,806
Other property and equipment
518
497
Total property and equipment
14,697
13,771
Less: accumulated depreciation, depletion and amortization
(4,743)
(3,674)
Total property and equipment, net
9,954
10,097
Long-term derivative assets
15
74
Deferred income tax assets
1,038
933
Other long-term assets
588
663
Total assets
$
13,392
$
14,376
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$
264
$
425
Accrued interest
41
39
Derivative liabilities
5
3
Other current liabilities
589
847
Total current liabilities
899
1,314
Long-term debt, net
2,017
2,028
Long-term derivative liabilities
—
9
Asset retirement obligations, net of current portion
271
265
Other long-term liabilities
17
31
Total liabilities
3,204
3,647
Contingencies and commitments
Stockholders' equity:
Common stock, $0.01 par value, 450,000,000 shares authorized: 135,107,576 and 130,789,936 shares issued
1
1
Additional paid-in capital
5,778
5,754
Retained earnings
4,409
4,974
Total stockholders' equity
10,188
10,729
Total liabilities and stockholders' equity
$
13,392
$
14,376
6
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
($ in millions, except per share data)
Revenues and other:
Natural gas, oil and NGL
$
407
$
682
$
1,374
$
2,784
Marketing
193
724
641
1,987
Natural gas and oil derivatives
46
106
207
1,195
Gains on sales of assets
2
—
12
807
Total revenues and other
648
1,512
2,234
6,773
Operating expenses:
Production
50
73
158
293
Gathering, processing and transportation
152
192
479
663
Severance and ad valorem taxes
11
27
58
136
Exploration
2
4
7
19
Marketing
192
723
656
1,985
General and administrative
39
29
133
95
Separation and other termination costs
—
—
23
3
Depreciation, depletion and amortization
335
382
1,082
1,148
Other operating expense, net
22
3
55
15
Total operating expenses
803
1,433
2,651
4,357
Income (loss) from operations
(155)
79
(417)
2,416
Other income (expense):
Interest expense
(20)
(23)
(59)
(82)
Losses on purchases, exchanges or extinguishments of debt
—
—
(2)
—
Other income
17
15
58
48
Total other income (expense)
(3)
(8)
(3)
(34)
Income (loss) before income taxes
(158)
71
(420)
2,382
Income tax expense (benefit)
(44)
1
(105)
532
Net income (loss)
$
(114)
$
70
$
(315)
$
1,850
Earnings (loss) per common share:
Basic
$
(0.85)
$
0.53
$
(2.39)
$
13.86
Diluted
$
(0.85)
$
0.49
$
(2.39)
$
12.90
Weighted average common shares outstanding (in thousands):
Basic
133,794
132,153
131,958
133,460
Diluted
133,794
142,348
131,958
143,463
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
($ in millions)
2024
2023
2024
2023
Cash flows from operating activities:
Net income (loss)
$
(114)
$
70
$
(315)
$
1,850
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization
335
382
1,082
1,148
Deferred income tax expense (benefit)
(44)
(80)
(105)
319
Derivative gains, net
(46)
(106)
(207)
(1,195)
Cash receipts on derivative settlements, net
207
216
695
167
Share-based compensation
10
9
29
25
Gains on sales of assets
(2)
—
(12)
(807)
Losses on purchases, exchanges or extinguishments of debt
—
—
2
—
Other
(9)
6
(16)
35
Changes in assets and liabilities
85
9
30
368
Net cash provided by operating activities
422
506
1,183
1,910
Cash flows from investing activities:
Capital expenditures
(298)
(423)
(1,021)
(1,450)
Receipts of deferred consideration
—
—
116
—
Contributions to investments
(26)
(61)
(71)
(149)
Proceeds from divestitures of property and equipment
5
4
17
1,967
Net cash provided by (used in) investing activities
(319)
(480)
(959)
368
Cash flows from financing activities:
Proceeds from Credit Facility
—
—
—
1,125
Payments on Credit Facility
—
—
—
(2,175)
Funds held for transition services
—
(6)
—
91
Proceeds from warrant exercise
—
—
1
—
Debt issuance and other financing costs
—
—
(4)
—
Cash paid to repurchase and retire common stock
—
(132)
—
(313)
Cash paid for common stock dividends
(78)
(77)
(254)
(412)
Net cash used in financing activities
(78)
(215)
(257)
(1,684)
Net increase (decrease) in cash, cash equivalents and restricted cash
25
(189)
(33)
594
Cash, cash equivalents and restricted cash, beginning of period
1,095
975
1,153
192
Cash, cash equivalents and restricted cash, end of period
$
1,120
$
786
$
1,120
$
786
Cash and cash equivalents
$
1,044
$
713
$
1,044
$
713
Restricted cash
76
73
76
73
Total cash, cash equivalents and restricted cash
$
1,120
$
786
$
1,120
$
786
8
NATURAL GAS, OIL AND NGL PRODUCTION AND AVERAGE SALES PRICES (unaudited)
Three Months Ended September 30, 2024
Natural Gas
Oil
NGL
Total
MMcf per day
$/Mcf
MBbl per day
$/Bbl
MBbl per day
$/Bbl
MMcfe per day
$/Mcfe
Marcellus
1,531
1.51
—
—
—
—
1,531
1.51
Haynesville
1,116
1.88
—
—
—
—
1,116
1.88
Total
2,647
1.67
—
—
—
—
2,647
1.67
Average NYMEX Price
2.16
—
Average Realized Price (including realized derivatives)
2.51
—
—
2.51
Three Months Ended September 30, 2023
Natural Gas
Oil
NGL
Total
MMcf per day
$/Mcf
MBbl per day
$/Bbl
MBbl per day
$/Bbl
MMcfe per day
$/Mcfe
Marcellus
1,734
1.63
—
—
—
—
1,734
1.63
Haynesville
1,568
2.15
—
—
—
—
1,568
2.15
Eagle Ford
76
2.52
9
82.33
10
25.76
193
6.36
Total
3,378
1.89
9
82.33
10
25.76
3,495
2.12
Average NYMEX Price
2.55
82.26
Average Realized Price (including realized derivatives)
2.58
82.33
25.76
2.79
Nine Months Ended September 30, 2024
Natural Gas
Oil
NGL
Total
MMcf per day
$/Mcf
MBbl per day
$/Bbl
MBbl per day
$/Bbl
MMcfe per day
$/Mcfe
Marcellus
1,601
1.65
—
—
—
—
1,601
1.65
Haynesville
1,261
1.88
—
—
—
—
1,261
1.88
Total
2,862
1.75
—
—
—
—
2,862
1.75
Average NYMEX Price
2.10
—
Average Realized Price (including realized derivatives)
2.64
—
—
2.64
9
Nine Months Ended September 30, 2023
Natural Gas
Oil
NGL
Total
MMcf per day
$/Mcf
MBbl per day
$/Bbl
MBbl per day
$/Bbl
MMcfe per day
$/Mcfe
Marcellus
1,845
2.24
—
—
—
—
1,845
2.24
Haynesville
1,569
2.26
—
—
—
—
1,569
2.26
Eagle Ford
96
2.22
26
77.41
12
25.61
323
7.82
Total
3,510
2.25
26
77.41
12
25.61
3,737
2.73
Average NYMEX Price
2.69
77.39
Average Realized Price (including realized derivatives)
2.56
72.10
25.61
2.99
CAPITAL EXPENDITURES ACCRUED (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
($ in millions)
Drilling and completion capital expenditures:
Marcellus
$
82
$
91
$
280
$
324
Haynesville
151
191
477
704
Eagle Ford
—
9
—
222
Total drilling and completion capital expenditures
233
291
757
1,250
Non-drilling and completion - field
32
48
106
100
Non-drilling and completion - corporate
24
18
73
56
Total capital expenditures
$
289
$
357
$
936
$
1,406
10
NON-GAAP FINANCIAL MEASURES
As a supplement to the financial results prepared in accordance with U.S. GAAP, Expand Energy’s quarterly earnings releases contain certain financial measures that are not prepared or presented in accordance with U.S. GAAP. These non-GAAP financial measures include Adjusted Net Income, Adjusted Diluted Earnings Per Common Share, Adjusted EBITDAX, Free Cash Flow, Adjusted Free Cash Flow and Net Debt. A reconciliation of each financial measure to its most directly comparable GAAP financial measure is included in the tables below. Management believes these adjusted financial measures are a meaningful adjunct to earnings and cash flows calculated in accordance with GAAP because (a) management uses these financial measures to evaluate the company’s trends and performance, (b) these financial measures are comparable to estimates provided by certain securities analysts, and (c) items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items.
Expand Energy's definitions of each non-GAAP measure presented herein are provided below. Because not all companies or securities analysts use identical calculations, Expand Energy’s non-GAAP measures may not be comparable to similarly titled measures of other companies or securities analysts.
Adjusted Net Income: Adjusted Net Income is defined as net income (loss) adjusted to exclude unrealized (gains) losses on natural gas and oil derivatives, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results, less a tax effect using applicable rates. Expand Energy believes that Adjusted Net Income facilitates comparisons of the company's period-over-period performance, which many investors use in making investment decisions and evaluating operational trends and performance. Adjusted Net Income should not be considered an alternative to, or more meaningful than, net income (loss) as presented in accordance with GAAP.
Adjusted Diluted Earnings Per Common Share: Adjusted Diluted Earnings Per Common Share is defined as diluted earnings (loss) per common share adjusted to exclude the per diluted share amounts attributed to unrealized (gains) losses on natural gas and oil derivatives, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results, less a tax effect using applicable rates. Expand Energy believes that Adjusted Diluted Earnings Per Common Share facilitates comparisons of the company's period-over-period performance, which many investors use in making investment decisions and evaluating operational trends and performance. Adjusted Diluted Earnings Per Common Share should not be considered an alternative to, or more meaningful than, earnings (loss) per common share as presented in accordance with GAAP.
Adjusted EBITDAX: Adjusted EBITDAX is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense, exploration expense, unrealized (gains) losses on natural gas and oil derivatives, separation and other termination costs, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results. Adjusted EBITDAX is presented as it provides investors an indication of the company's ability to internally fund exploration and development activities and service or incur debt. Adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income (loss) as presented in accordance with GAAP.
Free Cash Flow: Free Cash Flow is defined as net cash provided by (used in) operating activities less cash capital expenditures. Free Cash Flow is a liquidity measure that provides investors additional information regarding the company's ability to service or incur debt and return cash to shareholders. Free Cash Flow should not be considered an alternative to, or more meaningful than, net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP.
Adjusted Free Cash Flow: Adjusted Free Cash Flow is defined as net cash provided by (used in) operating activities less cash capital expenditures and cash contributions to investments, adjusted to exclude certain items management believes affect the comparability of operating results. Adjusted Free Cash Flow is a liquidity measure that provides investors additional information regarding the company's ability to service or incur debt and return cash to shareholders and is used to determine Expand Energy's returns framework payout. Adjusted Free Cash Flow should not be considered an alternative to, or more meaningful than, net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP.
Net Debt: Net Debt is defined as GAAP total debt excluding premiums, discounts, and deferred issuance costs less cash and cash equivalents. Net Debt is useful to investors as a widely understood measure of liquidity and leverage, but this measure should not be considered as an alternative to, or more meaningful than, total debt presented in accordance with GAAP.
11
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
($ in millions)
2024
2023
2024
2023
Net income (loss) (GAAP)
$
(114)
$
70
$
(315)
$
1,850
Adjustments:
Unrealized (gains) losses on natural gas and oil derivatives
160
110
489
(931)
Separation and other termination costs
—
—
23
3
Gains on sales of assets
(2)
—
(12)
(807)
Other operating expense, net
23
3
58
18
Losses on purchases, exchanges or extinguishments of debt
—
—
2
—
Other
(4)
(4)
(17)
(19)
Tax effect of adjustments(a)
(41)
(24)
(125)
403
Adjusted net income (Non-GAAP)
$
22
$
155
$
103
$
517
(a)
The three- and nine-month periods ended September 30, 2024 and September 30, 2023 include a tax effect attributed to the reconciling adjustments using a statutory rate of 23%.
RECONCILIATION OF EARNINGS (LOSS) PER COMMON SHARE TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
($/share)
2024
2023
2024
2023
Earnings (loss) per common share (GAAP)
$
(0.85)
$
0.53
$
(2.39)
$
13.86
Effect of dilutive securities
—
(0.04)
—
(0.96)
Diluted earnings (loss) per common share (GAAP)
$
(0.85)
$
0.49
$
(2.39)
$
12.90
Adjustments:
Unrealized (gains) losses on natural gas and oil derivatives
1.20
0.78
3.70
(6.49)
Separation and other termination costs
—
—
0.17
0.02
Gains on sales of assets
(0.02)
—
(0.09)
(5.63)
Other operating expense, net
0.17
0.02
0.44
0.13
Losses on purchases, exchanges or extinguishments of debt
—
—
0.01
—
Other
(0.03)
(0.03)
(0.13)
(0.13)
Tax effect of adjustments(a)
(0.31)
(0.17)
(0.95)
2.81
Effect of dilutive securities
—
—
(0.03)
—
Adjusted diluted earnings per common share (Non-GAAP)
$
0.16
$
1.09
$
0.73
$
3.61
(a)
The three- and nine-month periods ended September 30, 2024 and September 30, 2023 include a tax effect attributed to the reconciling adjustments using a statutory rate of 23%.
12
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDAX (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
($ in millions)
Net income (loss) (GAAP)
$
(114)
$
70
$
(315)
$
1,850
Adjustments:
Interest expense
20
23
59
82
Income tax expense (benefit)
(44)
1
(105)
532
Depreciation, depletion and amortization
335
382
1,082
1,148
Exploration
2
4
7
19
Unrealized (gains) losses on natural gas and oil derivatives
160
110
489
(931)
Separation and other termination costs
—
—
23
3
Gains on sales of assets
(2)
—
(12)
(807)
Other operating expense, net
23
3
58
18
Losses on purchases, exchanges or extinguishments of debt
—
—
2
—
Other
(15)
(13)
(57)
(36)
Adjusted EBITDAX (Non-GAAP)
$
365
$
580
$
1,231
$
1,878
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW (unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
($ in millions)
Net cash provided by operating activities (GAAP)
$
422
$
506
$
1,183
$
1,910
Cash capital expenditures
(298)
(423)
(1,021)
(1,450)
Free cash flow (Non-GAAP)
124
83
162
460
Cash contributions to investments
(26)
(61)
(71)
(149)
Free cash flow associated with divested assets(a)
—
(57)
—
(195)
Adjusted free cash flow (Non-GAAP)
$
98
$
(35)
$
91
$
116
(a)
In March and April of 2023, we closed two divestitures of certain Eagle Ford assets. Due to the structure of these transactions, both of which had an effective date of October 1, 2022, the cash generated by these assets was delivered to the respective buyers through a reduction in the proceeds we received at the closing of each transaction. Additionally, in August 2023, we entered into an agreement to sell the final portion of our Eagle Ford assets, with an economic effective date of February 1, 2023. Included within the adjustment above reflects the cash flows from the three months ended September 30, 2023, associated with the final portion of our Eagle Ford assets as the cash generated by those assets were delivered to the buyer through a reduction in the proceeds we received once the transaction closed during the fourth quarter of 2023.
13
RECONCILIATION OF TOTAL DEBT TO NET DEBT (unaudited)