Canvas Energy results detailed in Diversified Energy (NYSE: DEC) 8-K/A filing
Diversified Energy Company filed an amended current report to add detailed financial statements for its recently acquired subsidiary, Canvas Energy Inc., and related unaudited pro forma results. These exhibits show Canvas as an Oklahoma-focused oil and gas producer using the full cost method of accounting.
Canvas reported 2024 net commodity sales of $279.7 million and net income of $88.5 million, down from $154.7 million in 2023. Operating cash flow was $180.5 million in 2024, while capital spending on oil and gas properties reached $178.9 million. At year-end 2024, Canvas had total assets of $682.9 million, including $586.0 million of oil and natural gas properties, and long-term debt (before issuance costs) of $151.3 million, primarily under a revolving credit facility with a $150.0 million balance.
The filing also highlights Canvas’s significant dividend payments of $126.4 million in 2024, continued use of commodity derivatives, and a deferred tax liability of $43.3 million driven mainly by oil and gas property basis differences. An unqualified audit opinion from Grant Thornton LLP accompanies the Canvas financials.
Positive
- None.
Negative
- None.
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Office) | (Zip Code) | |||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
Exhibit No. | Description | |||||||
| 23.1 | Consent of Grant Thornton LLP. | |||||||
| 99.1 | Audited financial statements of Canvas as of and for the year ended December 31, 2024 and December 31, 2023. | |||||||
99.2 | Unaudited financial statements of Canvas as of September 30, 2025 and for each of the nine months ended September 30, 2025 and September 30, 2024. | |||||||
| 99.3 | Unaudited pro forma condensed combined statement of financial position of the Company as of September 30, 2025, and the unaudited pro forma condensed combined statement of operations of the Company for the nine months ended September 30, 2025 and for the fiscal year ended December 31, 2024. | |||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document | |||||||
Diversified Energy Company | |||||||||||
| February 6, 2026 | By: | /s/ Benjamin M. Sullivan | |||||||||
| Date | Benjamin M. Sullivan | ||||||||||
Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary | |||||||||||
Bbl | One stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate, or natural gas liquids. |
BBtu | One billion British thermal units. |
Boe | One barrel of crude oil equivalent, determined using the ratio of six thousand cubic feet of natural gas to one barrel of oil. |
Btu | British thermal unit, which is the heat required to raise the temperature of one pound of water from 58.5 to 59.5 degrees Fahrenheit. |
Completion | The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned. |
Credit Agreement | Credit Agreement, dated as of June 27, 2023, among Canvas Energy Inc. and Bank of America, N.A., as administrative agent for the Lenders thereto. |
Horizontal drilling | A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval. |
MBbls | One thousand barrels of crude oil, condensate, or natural gas liquids. |
MBoe | One thousand barrels of crude oil equivalent. |
Mcf | One thousand cubic feet of natural gas. |
MMBoe | One million barrels of crude oil equivalent. |
MMBtu | One million British thermal units. |
MMcf | One million cubic feet of natural gas. |
Natural gas liquids (NGLs) | Those hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing or cycling plants. Natural gas liquids primarily include propane, butane, isobutane, pentane, hexane and natural gasoline. |
Net acres | The sum of fractional working interests owned in gross acres or gross wells. |
NYMEX | The New York Mercantile Exchange. |
OPEC+ | In 2016, The Organization of the Petroleum Exporting Countries, also known as OPEC signed an agreement with 10 other oil-producing countries to create what is now known as OPEC+. |
Proved developed reserves | Reserves that can be expected to be recovered (i) through existing wells with existing equipment and operating methods, or in which the cost of the required equipment is relatively minor compared to the cost of a new well and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. |
Proved reserves | The quantities of oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For additional information, see the SEC’s definition in Rule 1-10(a)(22) of Regulation S-X, a link for which is available at the SEC’s website. |
Proved undeveloped reserves | Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. |
PV-10 value | When used with respect to oil and natural gas reserves, PV-10 value means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, excluding escalations of prices and costs based upon future conditions, before income taxes, and without giving effect to non- property-related expenses, discounted to a present value using an annual discount rate of 10%. |
Rabbi Trust | A trust created pursuant to the Rabbi Trust Agreement entered into between Canvas Energy Inc., as employer, and BOKF, NA., as trustee, on June 14th, 2022. |
SEC | The Securities Exchange Commission. |
Secular Trust | A trust created pursuant to the Secular Trust Agreement entered into between Canvas Energy Inc., as employer, and BOKF, NA., as trustee, on June 14th, 2022. |
Seismic | Also known as a seismograph, it is a survey of an area by means of an instrument which records the vibrations of the earth. By recording the time interval between the source of the shock wave and the reflected or refracted shock waves from various formations, geophysicists are able to define the underground configurations. |
Undeveloped acreage | Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or natural gas regardless of whether such acreage contains proved reserves. |
Working interest | The right granted to the lessee of a property to explore for and to produce and own oil, natural gas, or other minerals. The working interest owners bear the exploration, development, and operating costs on a cash, penalty, or carried basis. |
Page | |
Canvas Energy Inc. Consolidated Financial Statements: | |
Report of Independent Certified Public Accountants | 5 |
Consolidated Balance Sheets | 6 |
Consolidated Statements of Operations | 7 |
Consolidated Statements of Stockholders’ Equity | 8 |
Consolidated Statements of Cash Flows | 9 |
Notes to Consolidated Financial Statements | 10 |






December 31, | ||||
(in thousands, except share data) | 2024 | 2023 | ||
Assets | ||||
Current assets: | ||||
Cash and cash equivalents | $27,580 | $23,779 | ||
Accounts receivable: | ||||
Accounts receivable gross | 46,830 | 38,887 | ||
Allowance for credit losses | (1,136) | (1,339) | ||
Accounts receivable, net | 45,694 | 37,548 | ||
Inventories, net | 8,158 | 7,840 | ||
Prepaid expenses | 2,328 | 2,060 | ||
Derivative instruments | 937 | 3,810 | ||
Total current assets | 84,697 | 75,037 | ||
Property and equipment, net | 4,572 | 4,766 | ||
Right of use assets from operating leases | 463 | 852 | ||
Oil and natural gas properties, using the full cost method: | ||||
Proved | 787,589 | 626,797 | ||
Unevaluated (excluded from the amortization base) | 39,612 | 17,727 | ||
Accumulated depreciation, depletion, amortization and impairment | (241,170) | (178,404) | ||
Total oil and natural gas properties | 586,031 | 466,120 | ||
Derivative instruments | 106 | 1,801 | ||
Other assets | 7,026 | 3,061 | ||
Total assets | $682,895 | $551,637 | ||
Liabilities and stockholders’ equity | ||||
Current liabilities: | ||||
Accounts payable and accrued liabilities | $39,888 | $29,999 | ||
Accrued payroll and benefits payable | 7,673 | 6,160 | ||
Accrued interest payable | 683 | 526 | ||
Revenue distribution payable | 20,967 | 28,119 | ||
Long-term debt and financing leases, classified as current | 572 | 474 | ||
Derivative instruments | 499 | — | ||
Total current liabilities | 70,282 | 65,278 | ||
Long-term debt and financing leases, less current maturities | 147,400 | 21,439 | ||
Derivative instruments | 416 | 228 | ||
Noncurrent operating lease obligations | 38 | 471 | ||
Other noncurrent liabilities | 5,360 | 2,788 | ||
Asset retirement obligation | 12,949 | 13,748 | ||
Deferred income taxes | 43,343 | 8,338 | ||
Commitments and contingencies (See Note 14) | ||||
Stockholders’ equity: | ||||
Preferred stock, 100,000 shares authorized, none issued and outstanding as of December 31, 2024 and 2023. | — | — | ||
Common stock, $0.01 par value, 8,000,000 shares authorized; 4,757,709 issued and outstanding at both December 31, 2024 and December 31, 2023 | 48 | 48 | ||
Additional paid in capital | 174,807 | 173,108 | ||
Retained earnings | 228,252 | 266,191 | ||
Total stockholders’ equity | 403,107 | 439,347 | ||
Total liabilities and stockholders’ equity | $682,895 | $551,637 | ||
Year Ended December 31, | |||
(in thousands, except share and per share data) | 2024 | 2023 | |
Revenues: | |||
Commodity sales | $279,669 | $282,095 | |
Total revenues | 279,669 | 282,095 | |
Costs and expenses: | |||
Lease operating | 41,086 | 39,169 | |
Transportation and processing | 5,589 | 5,844 | |
Production taxes | 16,336 | 16,553 | |
Depreciation, depletion, accretion and amortization | 65,046 | 53,674 | |
General and administrative | 19,830 | 19,477 | |
Litigation loss (recovery) | — | (185) | |
Total costs and expenses | 147,887 | 134,532 | |
Operating income | 131,782 | 147,563 | |
Non-operating income (expense): | |||
Interest expense | (7,654) | (5,018) | |
Loss on extinguishment of debt | — | (524) | |
Derivative gains (losses), net | (2,545) | 19,141 | |
Gain (loss) on sale of assets | (13) | 840 | |
Other income, net | 965 | 2,001 | |
Net non-operating income (expense) | (9,247) | 16,440 | |
Income before income taxes | 122,535 | 164,003 | |
Income tax expense (benefit) - current | (928) | 925 | |
Income tax expense (benefit) - deferred | 35,005 | 8,338 | |
Net income | $88,458 | $154,740 | |
Common Stock Outstanding | Additional Paid in Capital | Total | ||||||||
(in thousands, except share data) | Shares | Amount | Retained Earnings | |||||||
Balance at December 31, 2022 | 5,101,202 | $51 | $169,986 | $128,440 | $298,477 | |||||
Stock-based compensation | — | — | 3,122 | — | 3,122 | |||||
Net income | — | — | — | 154,740 | 154,740 | |||||
Stock repurchase and retirement | (343,493) | (3) | — | (16,514) | (16,517) | |||||
Dividends | — | — | — | (475) | (475) | |||||
Balance at December 31, 2023 | 4,757,709 | $48 | $173,108 | $266,191 | $439,347 | |||||
Stock-based compensation | — | — | 1,699 | — | 1,699 | |||||
Net income | — | — | — | 88,458 | 88,458 | |||||
Dividends (1) | — | — | — | (126,397) | (126,397) | |||||
Balance at December 31, 2024 | 4,757,709 | $48 | $174,807 | $228,252 | $403,107 | |||||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Cash flows from operating activities | ||||
Net income | $88,458 | $154,740 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation, depletion, accretion and amortization | 65,046 | 53,674 | ||
Loss on extinguishment of debt | — | 524 | ||
Deferred income tax expense | 35,005 | 8,338 | ||
Derivative losses (gains), net | 2,545 | (19,141) | ||
Loss (gain) on sale of assets | 13 | (840) | ||
Other | 1,153 | 980 | ||
Change in assets and liabilities: | ||||
Accounts receivable | (6,990) | 15,263 | ||
Inventories | (552) | 2,026 | ||
Prepaid expenses and other assets | (1,926) | (585) | ||
Accounts payable and accrued liabilities | 3,393 | (8,226) | ||
Revenue distribution payable | (7,153) | 3,529 | ||
Deferred compensation | 1,469 | 2,571 | ||
Net cash provided by operating activities | 180,461 | 212,853 | ||
Cash flows from investing activities | ||||
Expenditures for property, plant, and equipment and oil and natural gas properties | (178,919) | (157,121) | ||
Proceeds from asset dispositions | 1,579 | 6,167 | ||
Proceeds from (payments on) derivative settlements, net | 2,709 | 10,259 | ||
Net cash used in investing activities | (174,631) | (140,695) | ||
Cash flows from financing activities | ||||
Proceeds from long-term debt | 150,000 | 65,000 | ||
Repayment of long-term debt | (25,000) | (130,000) | ||
Dividends paid | (125,062) | — | ||
Principal payments under financing lease obligations | (507) | (434) | ||
Payment of debt issuance costs and other financing fees | (1,460) | (3,160) | ||
Stock purchase and retirement | — | (16,517) | ||
Net cash used in financing activities | (2,029) | (85,111) | ||
Net increase (decrease) in cash and cash equivalents | 3,801 | (12,953) | ||
Cash and cash equivalents at beginning of period | 23,779 | 36,732 | ||
Cash and cash equivalents at end of period | $27,580 | $23,779 | ||
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Joint interests | $15,839 | $12,063 | ||
Commodity sales | 29,339 | 25,315 | ||
Derivative settlements | 327 | 1,487 | ||
Other | 1,325 | 22 | ||
Allowance for doubtful accounts | (1,136) | (1,339) | ||
Total accounts receivable, net | $45,694 | $37,548 | ||
Year Ended December 31, | |||
(in thousands) | 2024 | 2023 | |
Credit losses (recoveries) on receivables | $(40) | $92 | |
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Trade accounts payable | $4,817 | $2,117 | ||
Derivative settlement payable | 137 | 99 | ||
Asset retirement obligations | 640 | 940 | ||
Litigation accrual | 4,500 | 4,665 | ||
Capital accrual | 19,913 | 13,196 | ||
LOE accrual | 3,845 | 3,610 | ||
Other accrued liabilities | 6,036 | 5,372 | ||
Total accounts payable and accrued liabilities | $39,888 | $29,999 | ||
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Equipment inventory | $7,621 | $7,469 | ||
Commodities | 537 | 478 | ||
Inventory valuation allowance | — | (107) | ||
Total inventories, net | $8,158 | $7,840 | ||
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Leasehold acreage | $34,755 | $14,274 | ||
Capitalized interest | 4,557 | 2,764 | ||
Wells in progress of completion | 300 | 689 | ||
Total unevaluated oil and natural gas properties excluded from amortization | $39,612 | $17,727 | ||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
DD&A: | ||||
Oil and natural gas properties | $63,936 | $52,432 | ||
Property and equipment | 1,110 | 1,242 | ||
Total DD&A | $65,046 | $53,674 | ||
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Deferred compensation | $4,960 | $1,288 | ||
Debt issuance costs payable | 400 | 1,500 | ||
Total other noncurrent liabilities | $5,360 | $2,788 | ||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Net cash provided by operating activities included: | ||||
Cash payments for interest | $9,394 | $5,647 | ||
Interest capitalized | 3,084 | 1,795 | ||
Cash payments for income taxes | 900 | 400 | ||
Non-cash investing activities included: | ||||
Asset retirement obligation additions and revisions (1) | 1,014 | 989 | ||
Increase in right of use asset from operating lease (see Note 13) | — | 793 | ||
Increase in right of use asset from financing lease (see Note 13) | 554 | 774 | ||
Change in accrued oil and gas capital expenditures | 7,199 | (14,479) | ||
Non-cash financing activities included: | ||||
Discharge of financing lease obligations from lease termination or modification (See Note 13) | 39 | 26 | ||
Change in accrued debt issuance costs | (1,056) | 1,930 | ||
December 31, | |||||
(in thousands) | Useful Life | 2024 | 2023 | ||
Furniture and fixtures | 5 — 10 years | $4 | $4 | ||
Automobiles and trucks | 5 years | 2,475 | 2,099 | ||
Machinery and equipment | 10 — 20 years | 1,471 | 1,471 | ||
Office and computer equipment | 5 — 10 years | 3,136 | 2,802 | ||
Building and improvements | 10 — 40 years | 367 | 367 | ||
Total depreciable property and equipment | 7,453 | 6,743 | |||
Accumulated depreciation and amortization | (4,456) | (3,552) | |||
Total depreciable property and equipment, net | 2,997 | 3,191 | |||
Land | 1,575 | 1,575 | |||
Total property and equipment, net | $4,572 | $4,766 | |||
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Revolving credit facility | $150,000 | $25,000 | ||
Financing lease obligations | 1,307 | 1,298 | ||
Unamortized issuance costs | (3,335) | (4,385) | ||
Total debt, net | 147,972 | 21,913 | ||
Current portion | (572) | (474) | ||
Total long-term debt, net | $147,400 | $21,439 | ||
2025 | $— |
2026 | — |
2027 | 150,000 |
2028 | — |
2029 | — |
2030 and thereafter | — |
Total | $150,000 |
Crude oil contracts | Volume MBbls | Weighted Average Floor Price per Bbl | Weighted Average Ceiling Price per Bbl | Weighted Average Fixed Price per Bbl | ||||
2025 | ||||||||
Oil basis swaps | 675 | $— | $— | $0.43 | ||||
Oil collars | 727 | $62.82 | $80.64 | $— | ||||
2026 | ||||||||
Oil collars | 519 | $59.59 | $77.06 | $— |
Natural gas contracts | Volume BBtu | Weighted Average Floor Price per MMBtu | Weighted Average Ceiling Price per MMBtu | Weighted Average Fixed Price per MMBtu | ||||
2025 | ||||||||
Natural gas basis swaps | 7,820 | $— | $— | $(0.32) | ||||
Natural gas collars | 8,560 | $3.18 | $4.36 | $— | ||||
2026 | ||||||||
Natural gas basis swaps | 580 | $— | $— | $0.40 | ||||
Natural gas collars | 6,720 | $3.13 | $4.55 | $— |
NGL contracts | Volume Thousands of Gallons | Weighted Average Fixed Price per Gallon | ||
2025 | ||||
Butane | 3,550 | $0.89 | ||
Natural gasoline swaps | 4,385 | $1.46 | ||
Propane swaps | 12,305 | $0.74 |
As of December 31, 2024 | As of December 31, 2023 | |||||||||||
(in thousands) | Assets | Liabilities | Net value | Assets | Liabilities | Net value | ||||||
Natural gas derivative contracts | $1,315 | $(1,835) | $(520) | $3,843 | $(153) | $3,690 | ||||||
NGL derivative contracts | 104 | (828) | (724) | 279 | (217) | 62 | ||||||
Crude oil derivative contracts | 1,497 | (125) | 1,372 | 1,700 | (69) | 1,631 | ||||||
Total derivative instruments | 2,916 | (2,788) | 128 | 5,822 | (439) | 5,383 | ||||||
Less: | ||||||||||||
Netting adjustments (1) | (1,873) | 1,873 | — | (211) | 211 | — | ||||||
Derivative instruments - current | 937 | (499) | 438 | 3,810 | — | 3,810 | ||||||
Derivative instruments - long-term | $106 | $(416) | $(310) | $1,801 | $(228) | $1,573 | ||||||
2024 | 2023 | |||||||||||
(in thousands) | Non-cash Fair Value Adjustment | Settlements Received (Paid) | Total | Non-cash Fair Value Adjustment | Settlements Received (Paid) | Total | ||||||
Crude oil derivatives | $(259) | $(573) | $(832) | $9,510 | $(6,640) | $2,870 | ||||||
Natural gas derivatives | (4,210) | 4,667 | 457 | 385 | 15,130 | 15,515 | ||||||
NGL derivatives | (785) | (1,385) | (2,170) | (1,013) | 1,769 | 756 | ||||||
Derivative gains (losses), net | $(5,254) | $2,709 | $(2,545) | $8,882 | $10,259 | $19,141 | ||||||
Crude oil contracts | Volume MBbls | Weighted Average Floor Price per Bbl | Weighted Average Ceiling Price per Bbl | |||
2026 | ||||||
Oil collars | 43 | $57.00 | $72.52 | |||
2027 | ||||||
Oil collars | 83 | $57.00 | $72.56 |
Natural gas contracts | Volume BBtu | Weighted Average Floor Price per MMBtu | Weighted Average Ceiling Price per MMBtu | |||
2025 | ||||||
Natural gas collars | 670 | $4.01 | $5.80 | |||
2026 | ||||||
Natural gas collars | 1,395 | $3.86 | $5.57 | |||
2027 | ||||||
Natural gas collars | 3,035 | $3.40 | $4.87 |
NGL contracts | Volume Thousands of Gallons | Weighted Average Fixed Price per Gallon | ||
2025 | ||||
Butane | 280 | $0.93 | ||
Natural gasoline swaps | 360 | $1.41 | ||
Propane swaps | 980 | $0.78 | ||
2026 | ||||
Butane | 530 | $0.93 | ||
Natural gasoline swaps | 660 | $1.41 | ||
Propane swaps | 1,840 | $0.78 |
As of December 31, 2024 | As of December 31, 2023 | |||||||||||
(in thousands) | Derivative Assets | Derivative Liabilities | Net Assets (Liabilities) | Derivative Assets | Derivative Liabilities | Net Assets (Liabilities) | ||||||
Significant other observable inputs (Level 2) | $138 | $(885) | $(747) | $639 | $(217) | $422 | ||||||
Significant unobservable inputs (Level 3) | 2,778 | (1,903) | 875 | 5,183 | (222) | 4,961 | ||||||
Netting adjustments (1) | (1,873) | 1,873 | — | (211) | 211 | — | ||||||
$1,043 | $(915) | $128 | $5,611 | $(228) | $5,383 | |||||||
For the Year Ended December 31, | ||||||||
2024 | 2023 | |||||||
Low | High | Low | High | |||||
Inflation rate (1) | 2.55 % | 2.57 % | 2.45 % | 2.55 % | ||||
Credit adjusted risk-free discount rate | 7.28 % | 9.96 % | 7.21 % | 9.96 % | ||||
December 31, 2024 | December 31, 2023 | |||||||
(in thousands) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||
Revolving facility (1) (2) | $150,000 | $150,000 | $25,000 | $25,000 | ||||
Rabbi Trust assets (3) | 6,090 | 6,090 | 2,184 | 2,184 | ||||
Offset in the Consolidated Balance Sheets | Gross Amounts not Offset in the Consolidated Balance Sheets | |||||||||||
(in thousands) | Gross Assets (Liabilities) | Offsetting Assets (Liabilities) | Net Assets (Liabilities) | Derivatives (1) | Amounts Outstanding Under Credit Facility (2) | Net Amount | ||||||
December 31, 2024 | ||||||||||||
Derivative assets | $2,916 | $(1,873) | $1,043 | $(316) | $(727) | $— | ||||||
Derivative liabilities | (2,788) | 1,873 | (915) | 316 | 727 | 128 | ||||||
$128 | $— | $128 | $— | $— | $128 | |||||||
December 31, 2023 | ||||||||||||
Derivative assets | $5,822 | $(211) | $5,611 | $(228) | $(5,016) | $367 | ||||||
Derivative liabilities | (439) | 211 | (228) | 228 | 5,016 | 5,016 | ||||||
$5,383 | $— | $5,383 | $— | $— | $5,383 | |||||||
2024 | 2023 | |||
Coffeyville Resources LLC | 27.6% | 13.7% | ||
Phillips 66 Company | 17.9% | 19.5% | ||
Enlink Oklahoma Gas Processing (1) | 12.5% | N/A | ||
Energy Transfer Company (1) | 10.1% | N/A |
Year Ended December 31, | |||
2024 | 2023 | ||
Asset retirement obligations as of beginning of period | $14,688 | $16,132 | |
Liabilities incurred from drilling activities | 916 | 699 | |
Liabilities settled and disposed in current period | (3,283) | (3,776) | |
Revisions in estimated cash flows | 98 | 290 | |
Accretion expense | 1,170 | 1,343 | |
Asset retirement obligations as of end of period | $13,589 | $14,688 | |
Current portion included in accounts payable and accrued liabilities | $(640) | $(940) | |
Asset retirement obligations, long-term | $12,949 | $13,748 | |
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Current: | ||||
Federal | $(928) | $928 | ||
State | — | (3) | ||
Total current income tax expense (benefit) | (928) | 925 | ||
Deferred: | ||||
Federal | 31,887 | 10,447 | ||
State | 3,118 | (2,109) | ||
Total deferred income tax expense (benefit) | 35,005 | 8,338 | ||
Total income tax expense (benefit) | $34,077 | $9,263 | ||
Year Ended December 31, | ||||
2024 | 2023 | |||
Federal statutory rate | 21.0 % | 21.0 % | ||
State income taxes, net of federal benefit | 2.0% | 2.2% | ||
Non-Deductible Expenses | (0.9) % | —% | ||
Research credit, federal benefit | 5.3% | (4.0) % | ||
Valuation allowance | 0.5% | (13.4) % | ||
Return to provision adjustment | —% | (0.1) % | ||
Other, net | (0.4) % | (0.1) % | ||
Effective tax rate | 27.5 % | 5.6% | ||
December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Deferred tax assets: | ||||
Accrued expenses, allowance and other | 12,598 | 4,863 | ||
Tax credit carryforwards | 1,324 | 4,302 | ||
Net operating loss carryforwards | 122,397 | 103,546 | ||
Total deferred tax assets before valuation allowance | 136,319 | 112,711 | ||
Less: valuation allowance | (100,341) | (99,575) | ||
Net deferred tax assets | 35,978 | 13,136 | ||
Deferred tax liabilities: | ||||
Oil and gas properties | (78,989) | (19,654) | ||
Other property and equipment | (171) | (405) | ||
Derivative instruments | (31) | (1,300) | ||
Inventories | (130) | (115) | ||
Total deferred tax liabilities | (79,321) | (21,474) | ||
Net deferred tax asset (liability) | $(43,343) | $(8,338) | ||
Multiple of Investment | Vesting Percentage | |
< 1.50 | —% | |
1.50 | 20% | |
1.75 | 40% | |
2.00 | 60% | |
2.25 | 80% | |
2.50 | 100% |
Time Units | Performance Units | |||||||||
Weighted Average Grant Date Fair Value | Restricted Units | Vest Date Fair Value (in thousands) | Weighted Average Grant Date Fair Value | Restricted Units | ||||||
($ per unit) | ($ per unit) | |||||||||
Unvested and outstanding at December 31, 2022 | $84.21 | 80,493 | $69.75 | 196,219 | ||||||
Granted | $110.98 | 8,052 | $102.40 | 9,078 | ||||||
Vested | $79.29 | (33,660) | $2,687 | $— | — | |||||
Forfeited | $110.98 | (500) | $102.40 | (1) | ||||||
Unvested and outstanding at December 31, 2023 | $91.11 | 54,385 | $71.19 | 205,296 | ||||||
Granted | $110.98 | 4,252 | $102.40 | 3,682 | ||||||
Vested | $78.50 | (36,058) | $2,830 | $— | — | |||||
Forfeited | $110.98 | (1,711) | $102.40 | (3,332) | ||||||
Unvested and outstanding at December 31, 2024 | $115.44 | 20,868 | $71.24 | 205,646 | ||||||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Dividend Equivalents on Performance Units | ||||
Amount charged to retained earnings | $5,036 | $— | ||
Dividend Equivalents on Time Units | ||||
Deferred compensation obligation related to vested units - charged to retained earnings | $3,531 | $475 | ||
Balance of Rabbi Trust assets as of beginning of period (“Other assets”) | 2,184 | 1,878 | ||
Amount funded - recorded to Rabbi Trust | 3,595 | — | ||
Unrealized gain (loss) on Rabbi Trust assets ( “Other income (loss), net”) | 366 | 306 | ||
Transfers to Secular Trust | (55) | — | ||
Balance of Rabbi Trust assets as of period end (“Other assets”) | $6,090 | $2,184 | ||
Dividend Equivalents on Unallocated Units | ||||
Balance of Secular Trust assets as of beginning of period (“Cash and cash equivalents”) | $625 | $846 | ||
Amount funded - recorded to Secular Trust | 1,155 | — | ||
Interest income on Secular Trust assets ( “Other income (loss), net”) | 44 | 21 | ||
Transfers from Rabbi Trust | 55 | — | ||
Cash award compensation | (343) | (242) | ||
Balance of Secular Trust assets as of period end (“Cash and cash equivalents”) | $1,536 | $625 | ||
Year Ended December 31, | ||||
2024 | 2023 | |||
Stock-based compensation expense | $1,699 | $3,123 | ||
Less: stock-based compensation cost capitalized | (293) | (576) | ||
Total stock-based compensation expense, net | $1,406 | $2,547 | ||
Valuation Date | ||||
Valuation assumptions of Time and Performance Units | June 1, 2022 (1) | December 31, 2021 | ||
Risk free rate | 2.96 % | 1.26 % | ||
Volatility | 62.6 % | 79.9 % | ||
Estimated fair value per Time Unit | $110.98 | $59.36 | ||
Estimated fair value per Performance Unit | $102.40 | $50.41 | ||
Time till change in control event (years) | 5 | 5 | ||
Discount for lack of marketability (Finnerty model) | 25% | 30% | ||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
401(k) contribution expense | $968 | $846 | ||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Revenues: | ||||
Oil | $195,643 | $183,354 | ||
Natural gas | 45,552 | 56,459 | ||
Natural gas liquids | 60,136 | 64,733 | ||
Gross commodity sales | 301,331 | 304,546 | ||
Transportation and processing | (21,662) | (22,451) | ||
Total net commodity sales | $279,669 | $282,095 | ||
December 31, 2024 | December 31, 2023 | |||||||
(in thousands) | Financing Leases | Operating Leases | Financing Leases | Operating Leases | ||||
Right of use asset: | ||||||||
Right of use assets from operating leases (1) | $— | $463 | $— | $852 | ||||
Plant, property and equipment, net (2) | 1,470 | — | 1,387 | — | ||||
Total lease assets | $1,470 | $463 | $1,387 | $852 | ||||
Lease liability: | ||||||||
Account payable and accrued liabilities | $— | $433 | $— | $383 | ||||
Long-term debt and financing leases, classified as current | 572 | — | 474 | — | ||||
Long-term debt and financing leases, less current maturities | 735 | — | 824 | — | ||||
Noncurrent operating lease obligations | — | 38 | — | 471 | ||||
Total lease liabilities | $1,307 | $471 | $1,298 | $854 | ||||
Year Ended December 31, | ||||
(in thousands) | 2024 | 2023 | ||
Lease cost | ||||
Finance lease cost: | ||||
Amortization of right-of-use assets | $498 | $450 | ||
Interest on lease liabilities | 105 | 85 | ||
Operating lease cost | 449 | 432 | ||
Short-term lease cost | 572 | 540 | ||
Total lease cost | $1,624 | $1,507 | ||
Other information | ||||
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows for finance leases | $(105) | $(85) | ||
Operating cash flows for operating leases | (441) | (428) | ||
Financing cash flows for finance leases | (507) | (434) | ||
Decrease in right-of-use asset from finance lease modification or termination (1) | 41 | 122 | ||
Decrease in lease liability from finance lease modification or termination (1) | 39 | 26 | ||
Right-of-use assets obtained in exchange for new finance lease (2) | 554 | 774 | ||
Right-of-use assets obtained in exchange for new operating lease (3) | — | 793 | ||
As of December 31, | ||||
2024 | 2023 | |||
Weighted-average remaining lease term - finance leases | 2.5 years | 3.0 years | ||
Weighted-average remaining lease term - operating leases | 1.1 years | 2.1 years | ||
Weighted-average discount rate - finance leases | 8.84% | 8.27% | ||
Weighted-average discount rate - operating leases | 9.00% | 9.00% | ||
(in thousands) | Financing Leases | Operating Leases | ||
2025 | $670 | $454 | ||
2026 | 540 | 38 | ||
2027 | 299 | — | ||
2028 | 3 | — | ||
2029 | — | — | ||
Thereafter | — | — | ||
Total minimum lease payments | 1,512 | 492 | ||
Less: imputed interest | (205) | (21) | ||
Total lease liability | 1,307 | 471 | ||
Less: current maturities of lease obligations | 572 | 433 | ||
Noncurrent lease obligations | $735 | $38 |
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |
Proved properties | $787,589 | $626,797 |
Unproved properties | 39,612 | 17,727 |
Total oil and natural gas properties | 827,201 | 644,524 |
Accumulated depletion and amortization | (241,170) | (178,404) |
Net capitalized costs | $586,031 | $466,120 |
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |
Acquisition | $26,877 | $7,298 |
Development | 155,277 | 133,612 |
Exploratory (1) | 2,039 | 761 |
Total | $184,193 | $141,671 |
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |
Revenues | $279,669 | $282,095 |
Lease operating expenses | (41,086) | (39,169) |
Transportation and processing costs | (5,589) | (5,844) |
Production taxes | (16,336) | (16,553) |
Depreciation, depletion, accretion and amortization | (63,937) | (52,432) |
Income tax expense (1) | (36,897) | (40,612) |
Results of operations for oil and natural gas producing activities | $115,824 | $127,485 |
2024 | 2023 | ||
Oil (per Bbl) | $75.48 | $78.22 | |
Natural gas (per Mcf) | $2.13 | $2.64 | |
Natural gas liquids (per Bbl) | $23.27 | $23.67 |
Oil (MBbls) | Natural Gas (MMcf) | Natural Gas Liquids (MBbls) | Total (MBoe) | |||||
Proved developed and undeveloped reserves | ||||||||
Balance at December 31, 2022 | 17,548 | 232,107 | 30,136 | 86,368 | ||||
Sales of minerals in place | (36) | (362) | (37) | (133) | ||||
Extensions and discoveries | 3,967 | 23,573 | 2,810 | 10,706 | ||||
Revisions | (290) | (9,739) | (2,536) | (4,449) | ||||
Production | (2,393) | (22,740) | (2,830) | (9,013) | ||||
Balance at December 31, 2023 | 18,796 | 222,839 | 27,543 | 83,479 | ||||
Sales of minerals in place | (214) | (1,705) | (139) | (637) | ||||
Purchases of minerals | 29 | 787 | 62 | 222 | ||||
Extensions and discoveries | 7,322 | 39,631 | 3,920 | 17,847 | ||||
Revisions | (2,407) | (11,257) | (2,864) | (7,147) | ||||
Production | (2,616) | (22,860) | (2,493) | (8,921) | ||||
Balance at December 31, 2024 | 20,910 | 227,435 | 26,029 | 84,843 | ||||
Proved developed reserves: | ||||||||
December 31, 2023 | 14,639 | 201,792 | 25,091 | 73,361 | ||||
December 31, 2024 | 15,260 | 196,625 | 23,127 | 71,156 | ||||
Proved undeveloped reserves: | ||||||||
December 31, 2023 | 4,157 | 21,047 | 2,453 | 10,118 | ||||
December 31, 2024 | 5,650 | 30,810 | 2,902 | 13,687 |
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |
Future cash flows | $2,587,461 | $2,636,225 |
Future development and abandonment costs | (169,895) | (120,074) |
Future production costs | (896,212) | (841,750) |
Future production taxes | (158,494) | (166,670) |
Future income taxes | (257,927) | (294,074) |
Future net cash flows | 1,104,933 | 1,213,657 |
10% discount to reflect timing of cash flows | (489,496) | (556,201) |
Standardized measure of discounted future net cash flows | $615,437 | $657,456 |
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |
Sales and transfers of oil and gas produced, net of production costs | $(216,658) | $(220,528) |
Net changes in prices, production costs, and development costs | (101,312) | (704,166) |
Acquisition of oil and gas reserves in place | 1,004 | — |
Extensions and discoveries | 221,491 | 158,849 |
Previously estimated development costs incurred during the period | 45,103 | 29,532 |
Revisions of previous quantity estimates, less related production costs | (76,240) | (90,382) |
Sales of oil and gas reserves in place | (4,825) | (1,540) |
Accretion of discount | 82,103 | 146,814 |
Net changes in income taxes | 16,452 | 151,877 |
Change in production rates and other | (9,137) | 34,312 |
Total change in standardized measure of discounted future net cash flows | $(42,019) | $(495,232) |
Page | |
Financial Statements (Unaudited) | 5 |
Condensed Consolidated Balance Sheets | 5 |
Condensed Consolidated Statements of Operations | 6 |
Condensed Consolidated Statement of Stockholders’ Equity | 7 |
Condensed Consolidated Statements of Cash Flows | 8 |
Notes to Condensed Consolidated Financial Statements | 9 |
ASU | Accounting Standards Update. |
Bbl | One stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate, or natural gas liquids. |
BBtu | One billion British thermal units. |
Boe | One barrel of crude oil equivalent, determined using the ratio of six thousand cubic feet of natural gas to one barrel of oil. |
Btu | British thermal unit, which is the heat required to raise the temperature of one pound of water from 58.5 to 59.5 degrees Fahrenheit. |
CEI Representative LLC | A Delaware limited liability company, as the Canvas equity holders’ representative under the Merger Agreement |
Completion | The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned. |
Corsair Merger Sub, Inc. | A new wholly owned subsidiary of Diversified Buyer. |
Credit Agreement | Credit Agreement, dated as of June 27, 2023, among Canvas Energy Inc. and Bank of America, N.A., as administrative agent for the Lenders thereto. |
Diversified | Together Diversified Buyer and Diversified Parent, independent energy companies engaged in the production, transportation and marketing of primarily natural gas in the U.S. |
Diversified Buyer | Diversified Production, LLC, a wholly-owned subsidiary of Diversified Parent. |
Diversified Parent | Diversified Energy Company plc. |
Horizontal drilling | A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval. |
MBbls | One thousand barrels of crude oil, condensate, or natural gas liquids. |
MBoe | One thousand barrels of crude oil equivalent. |
MBoe/d | One thousand barrels of crude oil equivalent per day. |
Mcf | One thousand cubic feet of natural gas. |
Merger | The plan of merger as defined under the Merger Agreement. |
Merger Agreement | The plan of merger, dated as of September 8, 2025, entered into by and among Diversified Production LLC, Diversified Energy Company PLC, Corsair Merger Sub, Inc., Canvas Energy Inc., and CEI Representative LLC. |
MMBoe | One million barrels of crude oil equivalent. |
MMBtu | One million British thermal units. |
MMcf | One million cubic feet of natural gas. |
Natural gas liquids (NGLs) | Those hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing or cycling plants. Natural gas liquids primarily include propane, butane, isobutane, pentane, hexane and natural gasoline. |
Net acres | The sum of fractional working interests owned in gross acres or gross wells. |
NYMEX | The New York Mercantile Exchange. |
OPEC+ | In 2016, The Organization of Petroleum Exporting Countries Plus, also known as OPEC signed an agreement with 10 other oil-producing countries to create what is now known as OPEC+. |
Proved developed reserves | Reserves that can be expected to be recovered (i) through existing wells with existing equipment and operating methods, or in which the cost of the required equipment is relatively minor compared to the cost of a new well and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. |
Proved reserves | The quantities of oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For additional information, see the SEC’s definition in Rule 1-10(a)(22) of Regulation S-X, a link for which is available at the SEC’s website. |
Proved undeveloped reserves | Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. |
PV-10 value | When used with respect to oil and natural gas reserves, PV-10 value means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, excluding escalations of prices and costs based upon future conditions, before income taxes, and without giving effect to non- property-related expenses, discounted to a present value using an annual discount rate of 10%. |
Rabbi Trust | A trust created pursuant to the Rabbi Trust Agreement entered into between Canvas Energy Inc., as employer, and BOKF, NA., as trustee, on June 14th, 2022 to fund future obligations with respect to dividend equivalents that accrue to certain employee restricted stock units. |
SEC | The Securities Exchange Commission. |
Secular Trust | A trust created pursuant to the Secular Trust Agreement entered into between Canvas Energy Inc., as employer, and BOKF, NA., as trustee, on June 14th, 2022 for which the funds held are dedicated to future employee compensation. |
Seismic | Also known as a seismograph, it is a survey of an area by means of an instrument which records the vibrations of the earth. By recording the time interval between the source of the shock wave and the reflected or refracted shock waves from various formations, geophysicists are able to define the underground configurations. |
Undeveloped acreage | Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or natural gas regardless of whether such acreage contains proved reserves. |
Working interest | The right granted to the lessee of a property to explore for and to produce and own oil, natural gas, or other minerals. The working interest owners bear the exploration, development, and operating costs on a cash, penalty, or carried basis. |
FINANCIAL STATEMENTS |
(dollars in thousands, except share data) | September 30, 2025 | December 31, 2024 | ||
Assets | ||||
Current assets: | ||||
Cash and cash equivalents | $23,607 | $27,580 | ||
Accounts receivable: | ||||
Accounts receivable, gross | 29,193 | 46,830 | ||
Allowance for credit losses | (585) | (1,136) | ||
Accounts receivable, net | 28,608 | 45,694 | ||
Inventories | 6,920 | 8,158 | ||
Prepaid expenses | 1,338 | 2,328 | ||
Derivative instruments | 3,655 | 937 | ||
Total current assets | 64,128 | 84,697 | ||
Property and equipment, net | 4,517 | 4,572 | ||
Right of use assets from operating leases | 147 | 463 | ||
Oil and natural gas properties, using the full cost method: | ||||
Proved | 857,330 | 787,589 | ||
Unevaluated (excluded from the amortization base) | 49,343 | 39,612 | ||
Accumulated depreciation, depletion, amortization and impairment | (297,155) | (241,170) | ||
Total oil and natural gas properties, net | 609,518 | 586,031 | ||
Derivative instruments | 567 | 106 | ||
Other assets | 7,970 | 7,026 | ||
Total assets | $686,847 | $682,895 | ||
Liabilities and stockholders’ equity | ||||
Current liabilities: | ||||
Accounts payable and accrued liabilities | $17,628 | 39,888 | ||
Accrued payroll and benefits payable | 5,439 | 7,673 | ||
Accrued interest payable | 132 | 683 | ||
Revenue distribution payable | 16,641 | 20,967 | ||
Long-term debt and financing leases, current | 639 | 572 | ||
Derivative instruments | 57 | 499 | ||
Total current liabilities | 40,536 | 70,282 | ||
Long-term debt and financing leases, less current maturities | 83,509 | 147,400 | ||
Derivative instruments | 317 | 416 | ||
Noncurrent operating lease obligations | — | 38 | ||
Other noncurrent liabilities | 5,348 | 5,360 | ||
Asset retirement obligations | 13,648 | 12,949 | ||
Deferred income taxes | 64,286 | 43,343 | ||
Commitments and contingencies (Note 9) | ||||
Stockholders’ equity: | ||||
Preferred stock, 100,000 shares authorized, none issued and outstanding | — | — | ||
Common stock, $0.01 par value, 8,000,000 shares authorized; 4,757,709 issued and outstanding at September 30, 2025 and December 31, 2024. | 48 | 48 | ||
Additional paid in capital | 178,232 | 174,807 | ||
Retained earnings | 300,923 | 228,252 | ||
Total stockholders’ equity | 479,203 | 403,107 | ||
Total liabilities and stockholders’ equity | $686,847 | $682,895 |
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Revenues: | ||||
Commodity sales | $221,110 | $202,833 | ||
Costs and expenses: | ||||
Lease operating | 34,812 | 30,510 | ||
Transportation and processing | 6,266 | 4,034 | ||
Production taxes | 12,364 | 11,916 | ||
Depreciation, depletion, accretion and amortization | 57,578 | 46,150 | ||
General and administrative | 15,819 | 14,043 | ||
Total costs and expenses | 126,839 | 106,653 | ||
Operating income | 94,271 | 96,180 | ||
Non-operating income (expense): | ||||
Interest expense | (5,840) | (5,044) | ||
Derivative gains, net | 4,749 | 2,155 | ||
Gain on sale of assets | 118 | 102 | ||
Other income, net | 1,225 | 586 | ||
Net non-operating income (expense) | 252 | (2,201) | ||
Income before income taxes | 94,523 | 93,979 | ||
Income tax expense (benefit) - current | 545 | (401) | ||
Income tax expense - deferred | 20,943 | 29,140 | ||
Net income | $73,035 | $65,240 | ||
Common stock | ||||||||||
(dollars in thousands) | Shares Outstanding | Amount | Additional Paid in Capital | Retained Earnings | Total | |||||
Balance at January 1, 2025 | 4,757,709 | $48 | $174,807 | $228,252 | $403,107 | |||||
Stock-based compensation | — | — | 3,425 | — | 3,425 | |||||
Dividends (1) | — | — | — | (364) | (364) | |||||
Net income | — | — | — | 73,035 | 73,035 | |||||
Balance at September 30, 2025 | 4,757,709 | $48 | $178,232 | $300,923 | $479,203 | |||||
Common stock | ||||||||||
(dollars in thousands) | Shares Outstanding | Amount | Additional Paid in Capital | Retained Earnings | Total | |||||
Balance at January 1, 2024 | 4,757,709 | $48 | $173,108 | $266,191 | $439,347 | |||||
Stock-based compensation | — | — | 1,422 | — | 1,422 | |||||
Dividends | — | — | — | (125,380) | (125,380) | |||||
Net income | — | — | — | 65,240 | 65,240 | |||||
Balance at September 30, 2024 | 4,757,709 | $48 | $174,530 | $206,051 | $380,629 | |||||
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Cash flows from operating activities | ||||
Net income | $73,035 | $65,240 | ||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation, depletion and amortization | 57,578 | 46,150 | ||
Deferred income tax expense | 20,943 | 29,140 | ||
Derivative gains, net | (4,749) | (2,155) | ||
Gain on sale of assets | (118) | (102) | ||
Other | 793 | 830 | ||
Change in assets and liabilities | ||||
Accounts receivable | 14,175 | 3,158 | ||
Inventories | 1,238 | 1,688 | ||
Prepaid expenses and other assets | 45 | (1,063) | ||
Accounts payable and accrued liabilities | (4,773) | (2,922) | ||
Revenue distribution payable | (4,325) | (8,505) | ||
Deferred compensation | 2,776 | 1,197 | ||
Net cash provided by operating activities | 156,618 | 132,656 | ||
Cash flows from investing activities | ||||
Expenditures for property, plant, and equipment and oil and natural gas properties | (108,264) | (117,021) | ||
Proceeds from asset dispositions | 12,396 | 1,228 | ||
Proceeds from derivative settlements, net | 1,028 | 2,134 | ||
Net cash used in investing activities | (94,840) | (113,659) | ||
Cash flows from financing activities | ||||
Proceeds from long-term debt | — | 130,000 | ||
Repayment of long-term debt | (65,000) | (25,000) | ||
Principal payments under financing lease obligations | (511) | (369) | ||
Payment of debt issuance costs and other financing fees | (240) | (1,460) | ||
Dividends paid | — | (125,062) | ||
Net cash used in financing activities | (65,751) | (21,891) | ||
Net decrease in cash and cash equivalents | (3,973) | (2,894) | ||
Cash and cash equivalents, at beginning of period | 27,580 | 23,779 | ||
Cash and cash equivalents, at end of period | $23,607 | $20,885 | ||
(in thousands) | September 30, 2025 | December 31, 2024 | ||
Joint interests | $7,240 | $15,839 | ||
Commodity sales | 20,236 | 29,339 | ||
Derivative settlements | 417 | 327 | ||
Other | 1,300 | 1,325 | ||
Allowance for credit losses | (585) | (1,136) | ||
Total accounts receivable, net | $28,608 | $45,694 |
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Credit (gains) losses on receivables | $(114) | $(24) | ||
(in thousands) | September 30, 2025 | December 31, 2024 | ||
Trade accounts payable | $3,204 | $4,817 | ||
Derivative settlement payable | 27 | 137 | ||
Asset retirement obligations | 903 | 640 | ||
Litigation accrual | 4,500 | 4,500 | ||
Capital Accrual | 1,187 | 19,913 | ||
LOE Accrual | 3,118 | 3,845 | ||
Other accrued liabilities | 4,689 | 6,036 | ||
Total accounts payable and accrued liabilities | $17,628 | $39,888 |
(in thousands) | September 30, 2025 | December 31, 2024 | ||
Machinery and equipment | $1,506 | $1,471 | ||
Office and computer equipment | 3,307 | 3,136 | ||
Automobiles and trucks | 2,682 | 2,475 | ||
Building and improvements | 367 | 367 | ||
Furniture and fixtures | 4 | 4 | ||
Total depreciable property and equipment | 7,866 | 7,453 | ||
Accumulated depreciation, amortization and impairment | (4,924) | (4,456) | ||
Total depreciable property and equipment, net | 2,942 | 2,997 | ||
Land | 1,575 | 1,575 | ||
Total property and equipment, net | $4,517 | $4,572 |
(in thousands) | September 30, 2025 | December 31, 2024 | ||
Leasehold acreage | $41,629 | $34,755 | ||
Capitalized interest | 7,714 | 4,557 | ||
Wells and facilities in progress of completion | — | 300 | ||
Total unevaluated oil and natural gas properties excluded from amortization | $49,343 | $39,612 |
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Oil and natural gas properties | $56,780 | $45,276 | ||
Property and equipment | 798 | 874 | ||
Total DD&A | $57,578 | $46,150 | ||
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Revenues: | ||||
Oil | $136,203 | $143,547 | ||
Natural gas | 53,231 | 30,555 | ||
Natural gas liquids | 46,885 | 44,892 | ||
Gross commodity sales | 236,319 | 218,994 | ||
Transportation and processing deducts | (15,209) | (16,161) | ||
Net commodity sales | $221,110 | $202,833 | ||
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Income before income taxes | $94,523 | $93,979 | ||
Current income tax expense (benefit) | 545 | (401) | ||
Deferred income tax expense (benefit) | 20,943 | 29,140 | ||
Total income tax expense (benefit) | $21,488 | $28,739 | ||
Effective income tax rate | 22.7% | 30.6% | ||
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Net cash provided by operating activities included: | ||||
Cash payments for interest | $8,881 | $6,269 | ||
Interest capitalized | (3,403) | (2,217) | ||
Cash payments for income taxes | — | 900 | ||
Non-cash investing activities included: | ||||
Asset retirement obligation additions and revisions (1) | 630 | 852 | ||
Increase (decrease) in accrued oil and gas capital expenditures | (17,099) | 9,716 | ||
Increase in right of use asset from financing lease (2) | 486 | 394 | ||
Non-cash financing activities included: | ||||
Discharge or modification of financing lease obligations (see Note 4) | — | 33 | ||
Increase (decrease) in accrued debt issuance costs | $(408) | $(1,056) | ||
(in thousands) | September 30, 2025 | December 31, 2024 | ||
Revolving credit facility | $85,000 | $150,000 | ||
Financing lease obligations | 1,281 | 1,307 | ||
Unamortized debt issuance costs | (2,133) | (3,335) | ||
Total debt, net | 84,148 | 147,972 | ||
Current portion | (639) | (572) | ||
Total long-term debt, net | $83,509 | $147,400 |
As of September 30, 2025 | As of December 31, 2024 | |||||||
(in thousands) | Operating Leases | Financing Leases | Operating Leases | Financing Leases | ||||
Right of use asset: | ||||||||
Right of use assets from operating leases | $147 | $— | $463 | $— | ||||
Plant, property and equipment, net | — | 1,554 | — | 1,470 | ||||
Total lease assets | $147 | $1,554 | $463 | $1,470 | ||||
Lease liability: | ||||||||
Account payable and accrued liabilities | $150 | $— | $433 | $— | ||||
Long-term debt and financing leases, classified as current | — | 639 | — | 572 | ||||
Long-term debt and financing leases, less current maturities | — | 642 | — | 735 | ||||
Noncurrent operating lease obligations | — | — | 38 | — | ||||
Total lease liabilities | $150 | $1,281 | $471 | $1,307 | ||||
Nine Months Ended September 30, | ||||
(in thousands) | 2025 | 2024 | ||
Lease cost | ||||
Finance lease cost: | ||||
Amortization of right-of-use assets | $454 | $381 | ||
Interest on lease liabilities | 93 | 77 | ||
Operating lease cost | 335 | 337 | ||
Short-term lease cost | 501 | 278 | ||
Total lease cost | $1,383 | $1,073 | ||
Other information | ||||
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows for finance leases | $(93) | $(77) | ||
Operating cash flows for operating leases | (340) | (330) | ||
Financing cash flows for finance leases | (487) | (369) | ||
Decrease in right-of-use asset from finance lease modification or termination (1) | 78 | 31 | ||
Decrease in lease liability from finance lease modification or termination (1) | — | 33 | ||
Right of use assets obtained in exchange for new financing lease liabilities (2) | $486 | $394 | ||
Natural Gas Contracts | Volume BBtu | Weighted Average Floor Price per MMBtu | Weighted Average Ceiling Price per MMBtu | Weighted Average Fixed Price per MMBtu | ||||
2025 | ||||||||
Natural gas basis swaps | 1,270 | $— | $— | $(0.33) | ||||
Natural gas collars | 2,265 | $3.56 | $4.90 | $— | ||||
2026 | ||||||||
Natural gas basis swaps | 580 | $— | $— | $0.40 | ||||
Natural gas collars | 8,115 | $3.25 | $4.72 | $— | ||||
2027 | ||||||||
Natural gas collars | 3,905 | $3.36 | $4.72 | $— |
Crude Oil Contracts | Volume MBbls | Weighted Average Floor Price per Bbl | Weighted Average Ceiling Price per Bbl | Weighted Average Fixed Price per Bbl | ||||
2025 | ||||||||
Oil swaps | 63 | $— | $— | $66.90 | ||||
Oil collars | 187 | $61.39 | $78.55 | $— | ||||
Oil basis swaps | 250 | $— | $— | $0.41 | ||||
2026 | ||||||||
Oil collars | 632 | $59.08 | $76.33 | $— | ||||
Oil basis swaps | 334 | $— | $— | $0.11 | ||||
2027 | ||||||||
Oil collars | 234 | $56.06 | $71.45 | $— |
NGL Contracts | Volume Thousands of Gallons | Weighted Average Fixed Price per Gallon | ||
2025 | ||||
Propane swap | 3,100 | $0.75 | ||
Butane swap | 890 | $0.90 | ||
Natural gasoline swap | 1,110 | $1.42 | ||
2026 | ||||
Propane swap | 4,805 | $0.71 | ||
Butane swap | 1,595 | $0.83 | ||
Natural gasoline swap | 1,860 | $1.29 |
As of September 30, 2025 | As of December 31, 2024 | |||||||||||
(in thousands) | Assets | Liabilities | Net Value | Assets | Liabilities | Net Value | ||||||
Natural gas derivative contracts | $1,626 | $(1,555) | $71 | $1,315 | $(1,835) | $(520) | ||||||
Crude oil derivative contracts | 3,314 | (33) | 3,281 | 1,497 | (125) | 1,372 | ||||||
NGL derivative contracts | 577 | (81) | 496 | 104 | (828) | (724) | ||||||
Total derivative instruments | 5,517 | (1,669) | 3,848 | 2,916 | (2,788) | 128 | ||||||
Less: | ||||||||||||
Netting adjustments (1) | (1,295) | 1,295 | — | (1,873) | 1,873 | — | ||||||
Derivative instruments - current | 3,655 | (57) | 3,598 | 937 | (499) | 438 | ||||||
Derivative instruments - long-term | $567 | $(317) | $250 | $106 | $(416) | $(310) | ||||||
Nine Months Ended September 30, | ||||||||||||
2025 | 2024 | |||||||||||
(in thousands) | Non-cash Fair Value Adjustment | Settlements (Paid) Received | Total | Non-cash Fair Value Adjustment | Settlements (Paid) Received | Total | ||||||
Derivative gains (losses): | ||||||||||||
Crude oil derivatives | $1,909 | $231 | $2,140 | $1,546 | $(524) | $1,022 | ||||||
Natural gas derivatives | 591 | 1,035 | 1,626 | (1,580) | 3,613 | 2,033 | ||||||
NGL derivatives | 1,221 | (238) | 983 | 55 | (955) | (900) | ||||||
Derivative gains (losses) | $3,721 | $1,028 | $4,749 | $21 | $2,134 | $2,155 | ||||||
As of September 30, 2025 | As of December 31, 2024 | |||||||||||
(in thousands) | Derivative Assets | Derivative Liabilities | Net Assets (Liabilities) | Derivative Assets | Derivative Liabilities | Net Assets (Liabilities) | ||||||
Significant other observable inputs (Level 2) | $597 | $(113) | $484 | $138 | $(885) | $(747) | ||||||
Significant unobservable inputs (Level 3) | 4,920 | (1,556) | 3,364 | 2,778 | (1,903) | 875 | ||||||
Netting adjustments (1) | (1,295) | 1,295 | — | (1,873) | 1,873 | — | ||||||
$4,222 | $(374) | 3,848 | $1,043 | $(915) | $128 | |||||||
Nine Months Ended September 30, 2025 | Twelve Months Ended December 31, 2024 | ||
Inflation rate | 2.57% | 2.57% | |
Credit-adjusted risk-free discount rate (low) | 7.28% | 7.28% | |
Credit-adjusted risk-free discount rate (high) | 8.97% | 9.96% |
September 30, 2025 | December 31, 2024 | |||||||
(in thousands) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||
Revolving credit facility (1) (2) | $85,000 | $85,000 | $150,000 | $150,000 | ||||
Rabbi Trust assets (3) | 7,056 | 7,056 | 6,090 | 6,090 | ||||
Offset in the Condensed Consolidated Balance Sheets | Gross Amounts not Offset in the Condensed Consolidated Balance Sheets | |||||||||||
(in thousands) | Gross Assets (Liabilities) | Offsetting Assets (Liabilities) | Net Assets (Liabilities) | Derivatives (1) | Amounts Outstanding Under Credit Facilities (2) | Net Amount | ||||||
September 30, 2025 | ||||||||||||
Derivative assets | $5,517 | $(1,295) | $4,222 | $(159) | $(4,063) | $— | ||||||
Derivative liabilities | (1,669) | 1,295 | (374) | 159 | 4,063 | 3,848 | ||||||
$3,848 | $— | $3,848 | $— | $— | $3,848 | |||||||
December 31, 2024 | ||||||||||||
Derivative assets | $2,916 | $(1,873) | $1,043 | $(316) | $(727) | $— | ||||||
Derivative liabilities | (2,788) | 1,873 | (915) | 316 | 727 | 128 | ||||||
$128 | $— | $128 | $— | $— | $128 | |||||||
(in thousands) | Nine Months Ended September 30, 2025 | |
Asset retirement obligations as of beginning of period | $13,589 | |
Liabilities incurred | 605 | |
Liabilities settled or disposed in current period | (463) | |
Revisions in estimated cash flows | 25 | |
Accretion expense | 795 | |
Asset retirement obligations as of end of period | $14,551 | |
Current portion included in accounts payable and accrued liabilities | (903) | |
Asset retirement obligations, long-term | $13,648 |
Restricted Stock Units | ||||||||||
Time Units | Performance Units | |||||||||
Weighted Average Grant Date Fair Value | Restricted Units | Vest Date Fair Value (in thousands) | Weighted Average Grant Date Fair Value | Restricted Units | ||||||
($ per unit) | ($ per unit) | |||||||||
Unvested and outstanding at January 1, 2025 | $115.44 | 20,868 | $71.24 | 205,646 | ||||||
Granted | $66.21 | 6,454 | $59.73 | 209,145 | ||||||
Vested | $110.06 | (9,356) | $1,160 | $— | — | |||||
Forfeited | $— | — | $71.24 | (202,162) | ||||||
Unvested and outstanding at September 30, 2025 | $92.46 | 17,966 | $59.73 | 212,629 | ||||||
(in thousands) | Nine Months Ended September 30, 2025 | |
Dividend Equivalents on Performance Units | ||
Amount charged to retained earnings | $— | |
Dividend Equivalents on Time Units | ||
Deferred compensation obligation related to vested units - charged to retained earnings | $364 | |
Balance of Rabbi Trust assets as of beginning of period (“Other assets”) | 6,090 | |
Unrealized gain (loss) on Rabbi Trust assets ( “Other income (loss), net”) | 966 | |
Balance of Rabbi Trust assets as of period end (“Other assets”) | $7,056 | |
Dividend Equivalents on Unallocated Units | ||
Balance of Secular Trust assets as of beginning of period (“Cash and cash equivalents”) | $1,536 | |
Interest income on Secular Trust assets ( “Other income (loss), net”) | 20 | |
Cash award compensation | (91) | |
Balance of Secular Trust assets as of period end (“Cash and cash equivalents”) | $1,465 |
Nine Months Ended September 30, | ||||
2025 | 2024 | |||
Stock-based compensation cost | $3,425 | $1,422 | ||
Less: stock-based compensation cost capitalized | (667) | (250) | ||
Stock-based compensation expense | $2,758 | $1,172 | ||
Valuation Date | ||
Valuation assumptions of Performance Units | January 1, 2025 | |
Risk free rate | 4.33% | |
Volatility | 70.0% | |
Estimated fair value per Performance Unit | $59.73 | |
Time till change in control event (years) | 5 | |
Discount for lack of marketability (Finnerty model) | 30% |
| (In thousands) | DEC Historical (Note 1) | Canvas As Adjusted (Note 2) | Canvas Transaction Adjustments (Note 5) | Pro Forma Combined | |||||||||||||
| ASSETS | |||||||||||||||||
| Non-current assets: | |||||||||||||||||
| Natural gas and oil properties, net | $ | 4,117,070 | $ | 609,518 | $ | (35,770) | (a) | $ | 4,690,818 | ||||||||
| Property, plant and equipment, net | 536,142 | 4,517 | (1,420) | (a) | 539,239 | ||||||||||||
| Intangible assets | 11,644 | — | — | 11,644 | |||||||||||||
| Restricted cash | 83,144 | — | — | 83,144 | |||||||||||||
| Derivative financial instruments | 39,875 | 567 | (567) | (a) | 39,875 | ||||||||||||
| Deferred tax asset | 299,316 | — | — | 299,316 | |||||||||||||
| Other non-current assets | 10,082 | 8,117 | (7,204) | (b) | 10,995 | ||||||||||||
| Total non-current assets | 5,097,273 | 622,719 | (44,961) | 5,675,031 | |||||||||||||
| Current assets: | |||||||||||||||||
| Trade receivables, net | 331,226 | 28,608 | — | 359,834 | |||||||||||||
| Cash and cash equivalents | 43,102 | 23,607 | 398,534 | (a) | 78,711 | ||||||||||||
| (398,534) | (a) | ||||||||||||||||
| 12,002 | (c) | ||||||||||||||||
| Restricted cash | 20,529 | — | — | 20,529 | |||||||||||||
| Derivative financial instruments | 90,271 | 3,655 | (3,655) | (a) | 90,271 | ||||||||||||
| Other current assets | 33,049 | 8,258 | (1,338) | (a) | 39,969 | ||||||||||||
| Total current assets | 518,177 | 64,128 | 7,009 | 589,314 | |||||||||||||
| Total assets | 5,615,450 | 686,847 | (37,952) | 6,264,345 | |||||||||||||
| EQUITY AND LIABILITIES | |||||||||||||||||
| Shareholders' equity: | |||||||||||||||||
| Share capital | $ | 20,372 | $ | 48 | $ | (48) | (a) | $ | 20,372 | ||||||||
| 37 | (a) | 37 | |||||||||||||||
| Share premium | 1,625,265 | 178,232 | (178,232) | (a) | 1,625,265 | ||||||||||||
| 53,942 | (a) | 53,942 | |||||||||||||||
| Treasury reserve | (174,686) | — | — | (174,686) | |||||||||||||
| Share-based payment and other reserves | 22,865 | — | — | 22,865 | |||||||||||||
| Retained earnings (accumulated deficit) | (659,513) | 300,923 | (300,923) | (a) | (659,513) | ||||||||||||
| Equity attributable to owners of the parent | 834,303 | 479,203 | (425,224) | 888,282 | |||||||||||||
| Non-controlling interest | 11,208 | — | — | 11,208 | |||||||||||||
| Total equity | 845,511 | 479,203 | (425,224) | 899,490 | |||||||||||||
| Non-current liabilities: | |||||||||||||||||
| Asset retirement obligations | 890,548 | 13,648 | 2,951 | (a) | 907,147 | ||||||||||||
| Leases | 73,446 | — | — | 73,446 | |||||||||||||
| Borrowings | 2,391,731 | 83,509 | 398,534 | (a) | 2,873,774 | ||||||||||||
| Deferred tax liability | 7,764 | 64,286 | (21,168) | (d) | 50,882 | ||||||||||||
| Derivative financial instruments | 541,465 | 317 | (317) | (a) | 541,465 | ||||||||||||
| Other non-current liabilities | 17,634 | 5,348 | (4,732) | (a) | 18,250 | ||||||||||||
| Total non-current liabilities | 3,922,588 | 167,108 | 375,268 | 4,464,964 | |||||||||||||
| Current liabilities: | |||||||||||||||||
| Trade and other payables | 16,076 | 39,840 | — | 55,916 | |||||||||||||
| Taxes payable | 45,165 | — | — | 45,165 | |||||||||||||
| Leases | 22,085 | — | — | 22,085 | |||||||||||||
| Borrowings | 208,662 | — | — | 208,662 | |||||||||||||
| Derivative financial instruments | 152,320 | 57 | (57) | (a) | 152,320 | ||||||||||||
| Other current liabilities | 403,043 | 639 | 12,061 | (e) | 415,743 | ||||||||||||
| Total current liabilities | 847,351 | 40,536 | 12,004 | 899,891 | |||||||||||||
| Total liabilities | 4,769,939 | 207,644 | 387,272 | 5,364,855 | |||||||||||||
| Total equity and liabilities | $ | 5,615,450 | 686,847 | $ | (37,952) | $ | 6,264,345 | ||||||||||
| (In thousands, except share and per unit data) | DEC Historical (Note 1) | Maverick As Adjusted (Note 2) | Canvas As Adjusted (Note 2) | Maverick Transaction Adjustments (Note 4) (a) | Canvas Transaction Adjustments (Note 5) | Pro Forma Combined | |||||||||||||||||||||||
| Revenue | $ | 1,166,787 | $ | 166,134 | $ | 221,110 | $ | — | $ | — | $ | 1,554,031 | |||||||||||||||||
| Operating expense | (541,676) | (77,620) | (53,442) | — | — | (672,738) | |||||||||||||||||||||||
| Depreciation, depletion and amortization | (259,792) | (22,332) | (56,783) | (2,515) | (b) | 9,391 | (a) | (332,031) | |||||||||||||||||||||
| Gross profit | 365,319 | 66,182 | 110,885 | (2,515) | 9,391 | 549,262 | |||||||||||||||||||||||
| General and administrative expense | (124,839) | (28,311) | (15,819) | — | — | (168,969) | |||||||||||||||||||||||
| Allowance for expected credit losses | — | — | — | — | — | — | |||||||||||||||||||||||
| Gain (loss) on natural gas and oil property and equipment | 79,990 | 7,152 | 118 | — | — | 87,260 | |||||||||||||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | — | — | — | |||||||||||||||||||||||
| Unrealized gain (loss) on investment | 6,355 | — | — | — | — | 6,355 | |||||||||||||||||||||||
| Gain (loss) on derivative financial instruments | (4,165) | (11,544) | 4,749 | — | — | (10,960) | |||||||||||||||||||||||
| Operating profit (loss) | 322,660 | 33,479 | 99,933 | (2,515) | 9,391 | 462,948 | |||||||||||||||||||||||
| Finance costs | (153,430) | (14,833) | (5,840) | (4,229) | (c) | (19,266) | (b) | (197,598) | |||||||||||||||||||||
| Accretion of asset retirement obligation | (37,371) | (2,076) | (795) | (297) | (d) | (61) | (c) | (40,600) | |||||||||||||||||||||
| Loss on early retirement of debt | (39,485) | — | — | — | — | (39,485) | |||||||||||||||||||||||
| Other income (expense) | 2,029 | 417 | 1,225 | — | — | 3,671 | |||||||||||||||||||||||
| Income (loss) before taxation | 94,403 | 16,987 | 94,523 | (7,041) | (9,936) | 188,936 | |||||||||||||||||||||||
| Income tax benefit (expense) | 37,527 | 59 | (21,488) | (1,690) | (e) | (2,385) | (d) | 12,024 | |||||||||||||||||||||
| Net income (loss) | 131,930 | 17,046 | 73,035 | (8,731) | (12,321) | 200,960 | |||||||||||||||||||||||
| Other comprehensive income (loss) | (26) | — | — | — | — | (26) | |||||||||||||||||||||||
| Total comprehensive income (loss) | $ | 131,904 | 17,046 | 73,035 | $ | (8,731) | $ | (12,321) | $ | 200,934 | |||||||||||||||||||
| Net income (loss) attributable to owners of the parent | |||||||||||||||||||||||||||||
| Diversified Energy Company | $ | 131,239 | $ | 17,046 | $ | 73,035 | $ | (8,731) | $ | (12,321) | $ | 200,269 | |||||||||||||||||
| Non-controlling interest | 691 | — | — | — | — | 691 | |||||||||||||||||||||||
| Net income (loss) | $ | 131,930 | $ | 17,046 | $ | 73,035 | $ | (8,731) | $ | (12,321) | $ | 200,960 | |||||||||||||||||
| Earnings (loss) per share attributable to owners of the parent | |||||||||||||||||||||||||||||
| Earnings (loss) per share - basic | $ | 1.83 | $ | — | $ | — | $ | — | $ | — | $ | 2.07 | (e) | ||||||||||||||||
| Earnings (loss) per share - diluted | $ | 1.78 | $ | — | $ | — | $ | — | $ | — | $ | 2.03 | (e) | ||||||||||||||||
| Weighted average shares outstanding - basic | 71,634,555 | — | — | 21,194,213 | (f) | 3,720,125 | (e) | 96,548,893 | (e) | ||||||||||||||||||||
| Weighted average shares outstanding - diluted | 73,728,000 | — | — | 21,194,213 | (f) | 3,720,125 | (e) | 98,642,338 | (e) | ||||||||||||||||||||
| (In thousands, except share and per unit data) | DEC Historical (Note 1) | Oaktree Historical (Note 1) | Maverick As Adjusted (Note 2) | Canvas As Adjusted (Note 2) | Oaktree Transaction Adjustments (Note 3) | Maverick Transaction Adjustments (Note 4) | Canvas Transaction Adjustments (Note 5) | Pro Forma Combined | ||||||||||||||||||||||||||||||
| Revenue | $ | 794,841 | $ | 35,398 | $ | 841,619 | $ | 279,669 | $ | 20,891 | (a) | $ | — | $ | — | $ | 1,972,418 | |||||||||||||||||||||
| Operating expense | (428,902) | (19,344) | (457,013) | (63,011) | (8,562) | (a) | — | — | (976,832) | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (256,484) | — | (156,691) | (63,876) | (14,877) | (b) | 57,434 | (a) | 2,629 | (a) | (431,865) | |||||||||||||||||||||||||||
| Gross profit | 109,455 | 16,054 | 227,915 | 152,782 | (2,548) | 57,434 | 2,629 | 563,721 | ||||||||||||||||||||||||||||||
| General and administrative expense | (129,119) | — | (76,229) | (19,830) | — | (20,852) | (b) | (9,684) | (b) | (255,714) | ||||||||||||||||||||||||||||
| Allowance for expected credit losses | (101) | — | — | — | — | — | — | (101) | ||||||||||||||||||||||||||||||
| Gain (loss) on natural gas and oil property and equipment | 25,678 | — | 25,622 | (13) | — | — | — | 51,287 | ||||||||||||||||||||||||||||||
| Gain (loss) on sale of equity interest | (7,375) | — | — | — | — | — | — | (7,375) | ||||||||||||||||||||||||||||||
| Unrealized gain (loss) on investment | (4,013) | — | — | — | — | — | — | (4,013) | ||||||||||||||||||||||||||||||
| Gain (loss) on derivative financial instruments | (37,551) | — | (54,333) | (2,545) | — | — | — | (94,429) | ||||||||||||||||||||||||||||||
| Impairment of proved properties | — | — | (120,405) | — | — | — | — | (120,405) | ||||||||||||||||||||||||||||||
| Operating profit (loss) | (43,026) | 16,054 | 2,570 | 130,394 | (2,548) | 36,582 | (7,055) | 132,971 | ||||||||||||||||||||||||||||||
| Finance costs | (137,643) | — | (81,702) | (7,654) | (10,684) | (c) | (20,302) | (c) | (27,309) | (c) | (285,294) | |||||||||||||||||||||||||||
| Accretion of asset retirement obligation | (30,868) | — | (13,407) | (1,170) | (754) | (d) | 2,017 | (d) | 29 | (d) | (44,153) | |||||||||||||||||||||||||||
| Loss on early retirement of debt | (14,753) | — | — | — | — | — | — | (14,753) | ||||||||||||||||||||||||||||||
| Other income (expense) | 2,338 | — | 15,928 | 965 | — | — | — | 19,231 | ||||||||||||||||||||||||||||||
| Income (loss) before taxation | (223,952) | 16,054 | (76,611) | 122,535 | (13,986) | 18,297 | (34,335) | (191,998) | ||||||||||||||||||||||||||||||
| Income tax benefit (expense) | 136,951 | — | (791) | (34,077) | (497) | (e) | 4,391 | (e) | (8,240) | (e) | 97,737 | |||||||||||||||||||||||||||
| Net income (loss) | (87,001) | 16,054 | (77,402) | 88,458 | (14,483) | 22,688 | (42,575) | (94,261) | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (1,822) | — | — | — | — | — | — | (1,822) | ||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | $ | (88,823) | $ | 16,054 | (77,402) | 88,458 | $ | (14,483) | $ | 22,688 | $ | (42,575) | $ | (96,083) | ||||||||||||||||||||||||
| Net income (loss) attributable to owners of the parent | ||||||||||||||||||||||||||||||||||||||
| Diversified Energy Company | $ | (88,272) | $ | 16,054 | $ | (77,402) | $ | 88,458 | $ | (14,483) | $ | 22,688 | $ | (42,575) | $ | (95,532) | ||||||||||||||||||||||
| Non-controlling interest | 1,271 | — | — | — | — | — | — | 1,271 | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | (87,001) | $ | 16,054 | $ | (77,402) | $ | 88,458 | $ | (14,483) | $ | 22,688 | $ | (42,575) | $ | (94,261) | ||||||||||||||||||||||
| Earnings (loss) per share attributable to owners of the parent | ||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share - basic | $ | (1.84) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (1.31) | (f) | |||||||||||||||||||||
| Earnings (loss) per share - diluted | $ | (1.84) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (1.31) | (f) | |||||||||||||||||||||
| Weighted average shares outstanding - basic | 48,031,916 | — | — | — | — | 21,194,213 | (f) | 3,720,125 | (f) | 72,946,254 | (f) | |||||||||||||||||||||||||||
| Weighted average shares outstanding - diluted | 48,031,916 | — | — | — | — | 21,194,213 | (f) | 3,720,125 | (f) | 72,946,254 | (f) | |||||||||||||||||||||||||||
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| ASSETS | |||||||||||||||||
| Non-current assets: | |||||||||||||||||
| Oil and natural gas properties, using the full cost method: | |||||||||||||||||
| Proved | Natural gas and oil properties, net | $ | 857,330 | $ | (247,812) | (1) | $ | 609,518 | |||||||||
| Unevaluated (excluded from the amortization base) | 49,343 | (49,343) | (1) | — | |||||||||||||
| Accumulated depreciation, depletion, amortization and impairment | (297,155) | 297,155 | (1) | — | |||||||||||||
| Property and equipment, net | Property, plant and equipment, net | 4,517 | — | 4,517 | |||||||||||||
| Intangible assets | — | — | — | ||||||||||||||
| Restricted cash | — | — | — | ||||||||||||||
| Derivative instruments | Derivative financial instruments | 567 | — | 567 | |||||||||||||
| Right of use assets from operating leases | 147 | (147) | (2) | — | |||||||||||||
| Deferred tax asset | — | — | — | ||||||||||||||
| Other assets | Other non-current assets | 7,970 | 147 | (2) | 8,117 | ||||||||||||
| Total non-current assets | 622,719 | — | 622,719 | ||||||||||||||
| Current assets: | |||||||||||||||||
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| Accounts receivable: | |||||||||||||||||
| Accounts receivable, gross | Trade receivables, net | 29,193 | (585) | (3) | 28,608 | ||||||||||||
| Allowance for credit losses | (585) | 585 | (3) | — | |||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | 23,607 | — | 23,607 | |||||||||||||
| Restricted cash | — | — | — | ||||||||||||||
| Derivative instruments | Derivative financial instruments | 3,655 | — | 3,655 | |||||||||||||
| Inventories, net | 6,920 | (6,920) | (4) | — | |||||||||||||
| Prepaid expenses | Other current assets | 1,338 | 6,920 | (4) | 8,258 | ||||||||||||
| Total current assets | 64,128 | — | 64,128 | ||||||||||||||
| Total assets | 686,847 | — | 686,847 | ||||||||||||||
| EQUITY AND LIABILITIES | |||||||||||||||||
| Shareholders' equity: | |||||||||||||||||
| Preferred stock, 100,000 shares authorized, none issued and outstanding | — | — | — | ||||||||||||||
| Common stock, $0.01 par value, 8,000,000 shares authorized; 4,757,709 issued and outstanding at September 30, 2025 | Share capital | 48 | — | 48 | |||||||||||||
| Additional paid in capital | Share premium | 178,232 | — | 178,232 | |||||||||||||
| Treasury reserve | — | — | — | ||||||||||||||
| Share-based payment and other reserves | — | — | — | ||||||||||||||
| Retained earnings | Retained earnings (accumulated deficit) | 300,923 | — | 300,923 | |||||||||||||
| Equity attributable to owners of the parent | 479,203 | — | 479,203 | ||||||||||||||
| Non-controlling interest | — | — | — | ||||||||||||||
| Total equity | 479,203 | — | 479,203 | ||||||||||||||
| Non-current liabilities: | |||||||||||||||||
| Asset retirement obligations | Asset retirement obligations | 13,648 | — | 13,648 | |||||||||||||
| Noncurrent operating lease obligations | Leases | — | — | — | |||||||||||||
| Long-term debt and financing leases, less current maturities | Borrowings | 83,509 | — | 83,509 | |||||||||||||
| Deferred income taxes | Deferred tax liability | 64,286 | — | 64,286 | |||||||||||||
| Derivative instruments | Derivative financial instruments | 317 | — | 317 | |||||||||||||
| Other noncurrent liabilities | Other non-current liabilities | 5,348 | — | 5,348 | |||||||||||||
| Total non-current liabilities | 167,108 | — | 167,108 | ||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable and accrued liabilities | Trade and other payables | 17,628 | 22,212 | (5) | 39,840 | ||||||||||||
| Accrued payroll and benefits payable | 5,439 | (5,439) | (5) | — | |||||||||||||
| Accrued interest payable | 132 | (132) | (5) | — | |||||||||||||
| Revenue distribution payable | 16,641 | (16,641) | (5) | — | |||||||||||||
| Borrowings | — | — | — | ||||||||||||||
| Derivative instruments | Derivative financial instruments | 57 | — | 57 | |||||||||||||
| Long-term debt and financing leases, classified as current | 639 | (639) | (6) | — | |||||||||||||
| Other current liabilities | — | 639 | (6) | 639 | |||||||||||||
| Total current liabilities | 40,536 | — | 40,536 | ||||||||||||||
| Total liabilities | 207,644 | — | 207,644 | ||||||||||||||
| Total equity and liabilities | $ | 686,847 | $ | — | $ | 686,847 | |||||||||||
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| Commodity sales | Revenue | 221,110 | — | 221,110 | |||||||||||||
| Operating costs | Operating expense | — | 53,442 | (1)(4) | (53,442) | ||||||||||||
| Lease operating | 34,812 | (34,812) | (1) | — | |||||||||||||
| Transportation and processing | 6,266 | (6,266) | (1) | — | |||||||||||||
| Production taxes | 12,364 | (12,364) | (1) | — | |||||||||||||
| Depreciation, depletion and amortization | Depreciation, depletion and amortization | 57,578 | (795) | (2)(4) | (56,783) | ||||||||||||
| Gross profit | 110,090 | (795) | 110,885 | ||||||||||||||
| General and administrative | General and administrative expense | 15,819 | — | (4) | (15,819) | ||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| Gain (loss) on sale of assets | Gain (loss) on natural gas and oil property and equipment | 118 | — | 118 | |||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Derivative gains (losses), net | Gain (loss) on derivative financial instruments | 4,749 | — | 4,749 | |||||||||||||
| Operating profit (loss) | 99,138 | (795) | 99,933 | ||||||||||||||
| Interest expense | Finance costs | (5,840) | — | (5,840) | |||||||||||||
| Accretion of asset retirement obligation | — | 795 | (2)(4) | (795) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | 1,225 | — | 1,225 | |||||||||||||
| Income (loss) before taxation | 94,523 | — | 94,523 | ||||||||||||||
| Income tax expense (benefit) - current | Income tax benefit (expense) | 545 | 20,943 | (3) | (21,488) | ||||||||||||
| Income tax expense (benefit) - deferred | 20,943 | (20,943) | (3)(4) | — | |||||||||||||
| Net income (loss) | 73,035 | — | 73,035 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | 73,035 | — | 73,035 | ||||||||||||||
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| Commodity sales | Revenue | 279,669 | — | 279,669 | |||||||||||||
| Operating costs | Operating expense | — | 63,011 | (1)(4) | (63,011) | ||||||||||||
| Lease operating | 41,086 | (41,086) | (1) | — | |||||||||||||
| Transportation and processing | 5,589 | (5,589) | (1) | — | |||||||||||||
| Production taxes | 16,336 | (16,336) | (1) | — | |||||||||||||
| Depreciation, depletion, accretion and amortization | Depreciation, depletion and amortization | 65,046 | (1,170) | (2)(4) | (63,876) | ||||||||||||
| Gross profit | 151,612 | (1,170) | 152,782 | ||||||||||||||
| General and administrative | General and administrative expense | 19,830 | — | (4) | (19,830) | ||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| Gain (loss) on sale of assets | Gain (loss) on natural gas and oil property and equipment | (13) | — | (13) | |||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Derivative gains (losses), net | Gain (loss) on derivative financial instruments | (2,545) | — | (2,545) | |||||||||||||
| Operating profit (loss) | 129,224 | (1,170) | 130,394 | ||||||||||||||
| Interest expense | Finance costs | (7,654) | — | (7,654) | |||||||||||||
| Accretion of asset retirement obligation | — | 1,170 | (2)(4) | (1,170) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | 965 | — | 965 | |||||||||||||
| Income (loss) before taxation | 122,535 | — | 122,535 | ||||||||||||||
| Income tax expense (benefit) - current | Income tax benefit (expense) | (928) | 35,005 | (3) | (34,077) | ||||||||||||
| Income tax expense (benefit) - deferred | 35,005 | (35,005) | (3)(4) | ||||||||||||||
| Net income (loss) | 88,458 | — | 88,458 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | 88,458 | $ | — | $ | 88,458 | |||||||||||
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Oil revenues | $ | 93,665 | $ | (93,665) | (1) | $ | — | ||||||||||
| Natural gas revenues | 41,668 | (41,668) | (1) | — | |||||||||||||
| NGL revenues | 18,724 | (18,724) | (1) | — | |||||||||||||
| Other revenues, net | 12,077 | (12,077) | (1) | — | |||||||||||||
| Revenue | — | 166,134 | (1) | 166,134 | |||||||||||||
| Operating costs | Operating expense | 77,620 | — | (5) | (77,620) | ||||||||||||
| Depletion, depreciation and amortization | Depreciation, depletion and amortization | 24,408 | (2,076) | (2)(5) | (22,332) | ||||||||||||
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Gross profit | 64,106 | (2,076) | 66,182 | ||||||||||||||
| General and administrative expenses | General and administrative expense | 23,113 | 5,198 | (3)(5) | (28,311) | ||||||||||||
| Restructuring costs | 5,198 | (5,198) | (3) | — | |||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| (Gain) loss on sale of assets | Gain (loss) on natural gas and oil property and equipment | (7,152) | — | (6) | 7,152 | ||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Realized gain (loss) on commodity derivative instruments | Gain (loss) on derivative financial instruments | (5,376) | (6,168) | (4) | (11,544) | ||||||||||||
| Unrealized gain (loss) on commodity derivative instruments | (6,168) | 6,168 | (4) | — | |||||||||||||
| Operating profit (loss) | 31,403 | (2,076) | 33,479 | ||||||||||||||
| Interest expense | Finance costs | 14,833 | — | (5) | (14,833) | ||||||||||||
| Accretion of asset retirement obligation | — | 2,076 | (2)(5) | (2,076) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | (417) | — | (6) | 417 | ||||||||||||
| Income (loss) before taxation | 16,987 | — | 16,987 | ||||||||||||||
| Income tax expense (benefit) | Income tax benefit (expense) | (59) | — | (5) | 59 | ||||||||||||
| Net income (loss) | 17,046 | — | 17,046 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | 17,046 | $ | — | $ | 17,046 | |||||||||||
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Oil revenues | $ | 551,432 | $ | (551,432) | (1) | $ | — | ||||||||||
| Natural gas revenues | 113,794 | (113,794) | (1) | — | |||||||||||||
| NGL revenues | 102,653 | (102,653) | (1) | — | |||||||||||||
| Other revenues, net | 73,740 | (73,740) | (1) | — | |||||||||||||
| Revenue | — | 841,619 | (1) | 841,619 | |||||||||||||
| Operating costs | Operating expense | 457,013 | — | (4) | (457,013) | ||||||||||||
| Depletion, depreciation and amortization | Depreciation, depletion and amortization | 170,098 | (13,407) | (2)(4) | (156,691) | ||||||||||||
| Gross profit | 214,508 | (13,407) | 227,915 | ||||||||||||||
| General and administrative expenses | General and administrative expense | 67,108 | 9,121 | (3)(4) | (76,229) | ||||||||||||
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Restructuring costs | 9,121 | (9,121) | (3) | — | |||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| (Gain) loss on sale of assets | Gain (loss) on natural gas and oil property and equipment | (25,622) | — | (5) | 25,622 | ||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Gain (loss) on commodity derivative instruments | Gain (loss) on derivative financial instruments | (54,333) | — | (54,333) | |||||||||||||
| Impairment of oil and natural gas properties | Impairment of proved properties | 120,405 | — | (4) | (120,405) | ||||||||||||
| Operating profit (loss) | (10,837) | (13,407) | 2,570 | ||||||||||||||
| Interest expense | Finance costs | 81,702 | — | (4) | (81,702) | ||||||||||||
| Accretion of asset retirement obligation | — | 13,407 | (2)(4) | (13,407) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | (15,928) | — | (5) | 15,928 | ||||||||||||
| Income (loss) before taxation | (76,611) | — | (76,611) | ||||||||||||||
| Income tax expense (benefit) | Income tax benefit (expense) | 791 | — | (4) | (791) | ||||||||||||
| Net income (loss) | (77,402) | — | (77,402) | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | (77,402) | $ | — | $ | (77,402) | |||||||||||
| Period | |||||
| (In thousands) | January 1, 2025 - March 14, 2025 | ||||
| Incremental interest expense for borrowings on Diversified's expanded revolving credit facility | (3,590) | ||||
| Incremental interest expense for amortization of expected financing costs | (639) | ||||
| Net transaction accounting adjustments to interest expense | $ | (4,229) | |||
| Nine Months Ended | |||||
| (In thousands, except share and per unit data) | September 30, 2025 | ||||
| Net income (loss), pro forma combined | $ | 200,269 | |||
| Diversified weighted average shares outstanding - basic | 71,634,555 | ||||
| Diversified shares issued in exchange for legacy Maverick shares as part of consideration transferred | 21,194,213 | ||||
| Pro forma weighted average shares outstanding - basic | 92,828,768 | ||||
| Dilutive impact of potential shares | 2,093,445 | ||||
| Pro forma weighted average shares outstanding - diluted | 94,922,213 | ||||
| Earnings attributable to Diversified per share, basic | $ | 2.16 | |||
| Earnings attributable to Diversified per share, diluted | $ | 2.11 | |||
Potentially dilutive shares(1) | 3,062 | ||||
| Year Ended | |||||
| (In thousands) | December 31, 2024 | ||||
| Incremental interest expense for borrowings on Diversified's expanded revolving credit facility | (17,235) | ||||
| Incremental interest expense for amortization of expected financing costs | (3,067) | ||||
| Net transaction accounting adjustments to interest expense | $ | (20,302) | |||
| Year Ended | |||||
| (In thousands, except share and per unit data) | December 31, 2024 | ||||
| Net income (loss), pro forma combined | $ | (95,532) | |||
| Diversified weighted average shares outstanding - basic | 48,031,916 | ||||
| Diversified shares issued in exchange for legacy Maverick shares as part of consideration transferred | 21,194,213 | ||||
| Pro forma weighted average shares outstanding - basic | 69,226,129 | ||||
| Dilutive impact of potential shares | 0 | ||||
| Pro forma weighted average shares outstanding - diluted | 69,226,129 | ||||
| Earnings attributable to Diversified per share, basic | $ | (1.38) | |||
| Earnings attributable to Diversified per share, diluted | $ | (1.38) | |||
Potentially dilutive shares(1) | 640,568 | ||||
| (In thousands, except share and per unit data) | Diversified Shares Issued(1) | Price per Share(2) | Purchase Price Consideration | ||||||||
| Diversified shares issued to former Canvas unitholders | 3,720,125 | $ | 14.51 | $ | 53,979 | ||||||
| PLUS: Cash consideration to Canvas | 398,534 | ||||||||||
| Preliminary purchase price consideration | $ | 452,513 | |||||||||
| (In thousands) | Preliminary Purchase Price Allocation | ||||
| Assets acquired | |||||
| Non-current assets | |||||
| Natural gas and oil properties, net | $ | 573,748 | |||
| Property, plant and equipment, net | 3,097 | ||||
| Other non-current assets | 913 | ||||
| Current assets | |||||
| Trade receivables, net | 28,608 | ||||
| Cash and cash equivalents | 35,609 | ||||
| Other current assets | 6,920 | ||||
| Total assets acquired | 648,895 | ||||
| Liabilities assumed | |||||
| Non-current liabilities | |||||
Asset retirement obligations(1) | (16,599) | ||||
| Borrowings | (83,509) | ||||
| Deferred tax liability | (43,118) | ||||
| Other non-current liabilities | (616) | ||||
| Current liabilities | |||||
| Trade and other payables | (39,840) | ||||
Other current liabilities(1) | (12,700) | ||||
| Total liabilities assumed | (196,382) | ||||
| Net assets acquired | $ | 452,513 | |||
| Preliminary purchase price consideration | $ | 452,513 | |||
| Nine Months Ended | |||||
| (In thousands) | September 30, 2025 | ||||
| Interest expense for borrowings on newly formed ABS Note | (16,086) | ||||
| Incremental interest expense for borrowings on Diversified credit facility | (3,180) | ||||
| Net transaction accounting adjustments to interest expense | $ | (19,266) | |||
| Nine Months Ended | |||||
| (In thousands, except share and per unit data) | September 30, 2025 | ||||
| Net income (loss), pro forma combined | $ | 200,269 | |||
| Diversified weighted average shares outstanding - basic | 71,634,555 | ||||
| Diversified shares issued in exchange for legacy Canvas shares as part of consideration transferred | 3,720,125 | ||||
| Pro forma weighted average shares outstanding - basic | 75,354,680 | ||||
| Dilutive impact of potential shares | 2,093,445 | ||||
| Pro forma weighted average shares outstanding - diluted | 77,448,125 | ||||
| Earnings attributable to Diversified per share, basic | $ | 2.66 | |||
| Earnings attributable to Diversified per share, diluted | $ | 2.59 | |||
Potentially dilutive shares(1) | 3,062 | ||||
| Year Ended | |||||
| (In thousands) | December 31, 2024 | ||||
| Interest expense for borrowings on newly formed ABS Note | (23,100) | ||||
| Incremental interest expense for borrowings on Diversified credit facility | (4,209) | ||||
| Total transaction accounting adjustments to interest expense | $ | (27,309) | |||
| Year Ended | |||||
| (In thousands, except share and per unit data) | December 31, 2024 | ||||
| Net income (loss), pro forma combined | $ | (95,532) | |||
| Diversified weighted average shares outstanding - basic | 48,031,916 | ||||
| Diversified shares issued in exchange for legacy Canvas shares as part of consideration transferred | 3,720,125 | ||||
| Pro forma weighted average shares outstanding - basic | 51,752,041 | ||||
| Dilutive impact of potential shares | 0 | ||||
| Pro forma weighted average shares outstanding - diluted | 51,752,041 | ||||
| Earnings attributable to Diversified per share, basic | $ | (1.85) | |||
| Earnings attributable to Diversified per share, diluted | $ | (1.85) | |||
Potentially dilutive shares(1) | 640,658 | ||||
| Natural Gas (MMcf) | ||||||||||||||
| DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | |||||||||||
| Total proved reserves, beginning of period | 3,200,044 | 753,600 | 222,839 | 4,176,483 | ||||||||||
| Revisions of previous estimates | (212,056) | (54,878) | (11,257) | (278,191) | ||||||||||
| Extensions, discoveries and other additions | 897 | 93,641 | 39,631 | 134,169 | ||||||||||
| Production | (244,298) | (59,982) | (22,860) | (327,140) | ||||||||||
| Purchase of reserves in place | 151,210 | — | 787 | 151,997 | ||||||||||
| Sales of reserves in place | (178) | (97,408) | (1,705) | (99,291) | ||||||||||
| Total proved reserves, end of period | 2,895,619 | 634,973 | 227,435 | 3,758,027 | ||||||||||
| Proved developed reserves | ||||||||||||||
| Beginning of period | 3,184,499 | 611,472 | 201,793 | 3,997,764 | ||||||||||
| End of period | 2,895,619 | 492,381 | 196,625 | 3,584,625 | ||||||||||
| Proved undeveloped reserves: | ||||||||||||||
| Beginning of period | 15,545 | 142,128 | 21,047 | 178,720 | ||||||||||
| End of period | — | 142,592 | 30,810 | 173,402 | ||||||||||
| NGLs (MBbls) | ||||||||||||||
| DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | |||||||||||
| Total proved reserves, beginning of period | 95,701 | 67,198 | 27,543 | 190,442 | ||||||||||
| Revisions of previous estimates | 11,305 | (4,929) | (2,864) | 3,512 | ||||||||||
| Extensions, discoveries and other additions | 32 | 1,840 | 3,920 | 5,792 | ||||||||||
| Production | (5,980) | (4,988) | (2,493) | (13,461) | ||||||||||
| Purchase of reserves in place | 2,413 | — | 62 | 2,475 | ||||||||||
| Sales of reserves in place | — | (5,212) | (139) | (5,351) | ||||||||||
| Total proved reserves, end of period | 103,471 | 53,909 | 26,029 | 183,409 | ||||||||||
| Proved developed reserves | ||||||||||||||
| Beginning of period | 94,391 | 58,240 | 25,091 | 177,722 | ||||||||||
| End of period | 103,471 | 48,161 | 23,127 | 174,759 | ||||||||||
| Proved undeveloped reserves: | ||||||||||||||
| Beginning of period | 1,310 | 8,958 | 2,453 | 12,721 | ||||||||||
| End of period | — | 5,748 | 2,902 | 8,650 | ||||||||||
| Oil (MBbls) | ||||||||||||||
| DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | |||||||||||
| Total proved reserves, beginning of period | 12,616 | 93,957 | 18,796 | 125,369 | ||||||||||
| Revisions of previous estimates | 6,215 | (2,460) | (2,407) | 1,348 | ||||||||||
| Extensions, discoveries and other additions | 33 | 19,590 | 7,322 | 26,945 | ||||||||||
| Production | (1,568) | (7,474) | (2,616) | (11,658) | ||||||||||
| Purchase of reserves in place | 1,228 | — | 29 | 1,257 | ||||||||||
| Sales of reserves in place | — | (3,700) | (214) | (3,914) | ||||||||||
| Total proved reserves, end of period | 18,524 | 99,913 | 20,910 | 139,347 | ||||||||||
| Proved developed reserves | ||||||||||||||
| Beginning of period | 12,380 | 75,237 | 14,639 | 102,256 | ||||||||||
| End of period | 18,524 | 66,175 | 15,260 | 99,959 | ||||||||||
| Proved undeveloped reserves: | ||||||||||||||
| Beginning of period | 236 | 18,720 | 4,157 | 23,113 | ||||||||||
| End of period | — | 33,738 | 5,650 | 39,388 | ||||||||||
| December 31, 2024 | ||||||||||||||
| (In thousands) | DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | ||||||||||
| Future cash inflows | $ | 8,600,093 | $ | 9,529,738 | $ | 2,587,461 | $ | 20,717,292 | ||||||
| Future production costs, including taxes | (4,497,171) | (4,017,032) | (1,054,706) | (9,568,909) | ||||||||||
| Future development costs | (2,655,256) | (1,817,586) | (169,895) | (4,642,737) | ||||||||||
| Future income tax expense | (303,892) | (681,965) | (257,927) | (1,243,784) | ||||||||||
| Future net cash flows | 1,143,774 | 3,013,155 | 1,104,933 | 5,261,862 | ||||||||||
| 10% annual discount for estimated timing of cash flows | 253,147 | (1,363,039) | (489,496) | (1,599,388) | ||||||||||
| Standardized Measure | $ | 1,396,921 | $ | 1,650,116 | $ | 615,437 | $ | 3,662,474 | ||||||
| December 31, 2024 | ||||||||||||||
| (In thousands) | DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | ||||||||||
| Standardized Measure, beginning of year | $ | 1,745,536 | $ | 2,010,348 | $ | 657,456 | $ | 4,413,340 | ||||||
| Sales and transfers of natural gas and oil produced, net of production costs | (374,104) | (329,812) | (216,658) | (920,574) | ||||||||||
| Net changes in prices, production costs, and development costs | (804,229) | (105,735) | (101,312) | (1,011,276) | ||||||||||
| Extensions, discoveries, and other additions, net of future production and development costs | (77,393) | 412,936 | 221,491 | 557,034 | ||||||||||
| Acquisition of reserves in place | 407,175 | — | 1,004 | 408,179 | ||||||||||
| Divestiture of reserves in place | (27) | (125,307) | (4,825) | (130,159) | ||||||||||
| Revisions of previous quantity estimates | (344) | (46,429) | (76,240) | (123,013) | ||||||||||
| Net change in income taxes | 199,303 | (391,368) | 16,452 | (175,613) | ||||||||||
| Changes in estimated future development costs | — | — | — | — | ||||||||||
| Previously estimated development costs incurred during the year | 12,676 | 32,125 | 45,103 | 89,904 | ||||||||||
| Changes in production rates (timing) and other | 56,610 | (8,692) | (9,137) | 38,781 | ||||||||||
| Accretion of discount | 231,718 | 202,050 | 82,103 | 515,871 | ||||||||||
| Standardized Measure, end of year | $ | 1,396,921 | $ | 1,650,116 | $ | 615,437 | $ | 3,662,474 | ||||||
FAQ
What is the purpose of Diversified Energy (DEC) filing this 8-K/A amendment?
The 8-K/A allows Diversified Energy to provide full financial statements for Canvas Energy and related pro forma information. These exhibits show how the acquired business performed and how its results would affect Diversified on a combined basis.
How did Canvas Energy perform financially in 2024 before joining Diversified Energy (DEC)?
Canvas generated $279.7 million in net commodity sales and $88.5 million in net income in 2024. Operating cash flow was $180.5 million, reflecting solid cash generation from Oklahoma oil, gas, and NGL production despite lower net income versus 2023.
What does the Canvas Energy balance sheet look like at December 31, 2024?
Canvas reported total assets of $682.9 million at year-end 2024, including $586.0 million of oil and natural gas properties. Long-term debt and financing leases totaled $151.3 million before issuance costs, and stockholders’ equity was $403.1 million.
How much debt does Canvas Energy have under its revolving credit facility?
Canvas had $150.0 million outstanding under its revolving credit facility as of December 31, 2024. The facility has a $250.0 million borrowing base and elected commitment amount, with a maturity in 2027 and interest tied to SOFR or an alternate base rate.
What dividends did Canvas Energy pay in 2024 before the Diversified (DEC) acquisition?
In 2024, Canvas’s board declared cash dividends totaling $126.4 million, including $13.59, $9.70, and $1.455 per share on specified record dates. No dividends were paid in 2023, highlighting a significant capital return in 2024.
How extensively does Canvas Energy use commodity derivatives to manage price risk?
Canvas uses swaps, collars, and basis swaps on oil, natural gas, and NGLs. At December 31, 2024, its derivative portfolio had a small net asset value of $0.1 million, after prior-year gains and 2024 losses recognized in earnings.
Did the auditors raise any concerns about Canvas Energy’s 2024 financial statements?
Grant Thornton LLP issued an unqualified opinion on Canvas’s 2024 and 2023 consolidated financial statements. The auditors concluded the statements present fairly, in all material respects, the company’s financial position and results in accordance with U.S. GAAP.