Diversified Energy Co PLC Files 20-F for Fiscal Year 2023

Ticker: DEC · Form: 20-F · Filed: Mar 19, 2024 · CIK: 1922446

Diversified Energy Co PLC 20-F Filing Summary
FieldDetail
CompanyDiversified Energy Co PLC (DEC)
Form Type20-F
Filed DateMar 19, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$262 million, $66 million, $192 million, $30 million, $179 million
Sentimentneutral

Sentiment: neutral

Topics: Diversified Energy, 20-F Filing, Annual Report, Oil and Gas, SEC Filings

TL;DR

<b>Diversified Energy Co PLC has submitted its 2023 annual report on Form 20-F, detailing its financial performance and operations.</b>

AI Summary

Diversified Energy Co PLC (DEC) filed a Foreign Annual Report (20-F) with the SEC on March 19, 2024. Diversified Energy Co PLC filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company is engaged in the Crude Petroleum & Natural Gas industry, SIC code 1311. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 1600 Corporate Drive, Birmingham, AL 35242. Diversified Energy Co PLC is listed on the New York Stock Exchange (NYSE) and the London Stock Exchange (XLON).

Why It Matters

For investors and stakeholders tracking Diversified Energy Co PLC, this filing contains several important signals. This filing provides a comprehensive overview of Diversified Energy's financial health and strategic direction for the fiscal year 2023, crucial for investors assessing the company's performance. As a 20-F filing, it offers detailed financial statements and disclosures required for foreign private issuers, enabling a deeper understanding of its operations and compliance with SEC regulations.

Risk Assessment

Risk Level: medium — Diversified Energy Co PLC shows moderate risk based on this filing. The filing is a standard annual report (20-F) for a foreign private issuer, which typically contains a broad range of financial and operational information. Specific risks or significant changes are not immediately apparent from the header information alone, requiring a deeper dive into the document's content.

Analyst Insight

Investors should review the full 20-F filing to understand Diversified Energy's financial performance, operational highlights, and any disclosed risk factors for the 2023 fiscal year.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Period covered by the 20-F filing)
  • 2024-03-19 — Filing Date (Date the 20-F was filed with the SEC)
  • 2023-01-01 — Reporting Period Start (Beginning of the fiscal year reported)

Key Players & Entities

  • Diversified Energy Co PLC (company) — Filer of the 20-F report
  • 0001922446 (company) — Central Index Key for Diversified Energy Co PLC
  • 1311 (industry) — Standard Industrial Classification for Crude Petroleum & Natural Gas
  • 1600 Corporate Drive, Birmingham, AL 35242 (company) — Business and mailing address
  • XNYS (company) — New York Stock Exchange listing
  • XLON (company) — London Stock Exchange listing

FAQ

When did Diversified Energy Co PLC file this 20-F?

Diversified Energy Co PLC filed this Foreign Annual Report (20-F) with the SEC on March 19, 2024.

What is a 20-F filing?

A 20-F is a annual report for foreign private issuers, equivalent to a 10-K but following international reporting standards. This particular 20-F was filed by Diversified Energy Co PLC (DEC).

Where can I read the original 20-F filing from Diversified Energy Co PLC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Diversified Energy Co PLC.

What are the key takeaways from Diversified Energy Co PLC's 20-F?

Diversified Energy Co PLC filed this 20-F on March 19, 2024. Key takeaways: Diversified Energy Co PLC filed its annual report on Form 20-F for the fiscal year ended December 31, 2023.. The company is engaged in the Crude Petroleum & Natural Gas industry, SIC code 1311.. The filing covers the period from January 1, 2023, to December 31, 2023..

Is Diversified Energy Co PLC a risky investment based on this filing?

Based on this 20-F, Diversified Energy Co PLC presents a moderate-risk profile. The filing is a standard annual report (20-F) for a foreign private issuer, which typically contains a broad range of financial and operational information. Specific risks or significant changes are not immediately apparent from the header information alone, requiring a deeper dive into the document's content.

What should investors do after reading Diversified Energy Co PLC's 20-F?

Investors should review the full 20-F filing to understand Diversified Energy's financial performance, operational highlights, and any disclosed risk factors for the 2023 fiscal year. The overall sentiment from this filing is neutral.

How does Diversified Energy Co PLC compare to its industry peers?

Diversified Energy Co PLC operates within the Crude Petroleum & Natural Gas sector. This filing is a standard annual disclosure for foreign private issuers.

Are there regulatory concerns for Diversified Energy Co PLC?

As a foreign private issuer, Diversified Energy Co PLC is subject to SEC regulations, including the requirement to file an annual report on Form 20-F.

Industry Context

Diversified Energy Co PLC operates within the Crude Petroleum & Natural Gas sector. This filing is a standard annual disclosure for foreign private issuers.

Regulatory Implications

As a foreign private issuer, Diversified Energy Co PLC is subject to SEC regulations, including the requirement to file an annual report on Form 20-F.

What Investors Should Do

  1. Review the full 20-F document for detailed financial statements and management discussion.
  2. Analyze the company's operational performance and strategic initiatives for FY2023.
  3. Identify any new or updated risk factors disclosed in the filing.

Year-Over-Year Comparison

This is the initial extraction of the 2023 20-F filing header information. Comparative data from a previous filing is not available in this snippet.

Filing Stats: 4,425 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-03-19 12:19:43

Key Financial Figures

  • $262 million — II Central Region acquisition totaled $262 million and bolstered average daily productio
  • $66 million — interests for total consideration of $66 million . U.S. Listing Commenced trading on
  • $192 million — generating proceeds of approximately $192 million through placement of an asset-backed
  • $30 million — an 80% equity interest in the SPV for $30 million . Delivering Shareholder Value Share
  • $179 million — s and distributed dividends represent $179 million in return of capital to shareholders.
  • $2.1 billion — oil (MBbls) PV-10 VALUE OF RESERVES $2.1 billion (a) 3,849,946 MMcfe MIDSTREAM SYSTE
  • $760 million — 08 oil & water per MBbl NET INCOME $760 million TOTAL REVENUE $868 million ADJUS
  • $868 million — INCOME $760 million TOTAL REVENUE $868 million ADJUSTED EBITDA MARGIN (b) 52% AD
  • $543 million — MARGIN (b) 52% ADJUSTED EBITDA (b) $543 million (a) Based on SEC pricing. (b) Please
  • $800 million — d track record has delivered more than $800 million in returns to the Group's stockholders
  • $700 million — s stockholders including approximately $700 million in cash dividends paid and declared, a
  • $110 million — and declared, along with approximately $110 million in share repurchases. The Board's dedi
  • $0.29 — final fourth quarter 2023 dividend of $0.29 which allows us to focus our cash flow

Filing Documents

Risk Factors

Risk Factors 119 Viability and Going Concern Corporate Governance 122 The Chairman's Governance Statement 128 Board of Directors 133 Directors' Report 139 The Nomination & Governance Committee's Report 142 The Audit & Risk Committee's Report 148 The Remuneration Committee's Report 153 Remuneration at a Glance 169 The Sustainability & Safety Committee's Report Group Financial Statements 172 Report of Independent Registered Public Accounting Firm 175 Consolidated Statement of Comprehensive Income 176 Consolidated Statement of Financial Position 177 Consolidated Statement of Changes in Equity 178 Consolidated Statement of Cash Flows 179 Notes to the Group Financial Statements Additional Information (Unaudited) 231 Payments to Governments Report 2023 233 Alternative Performance Measures 237 Officers and Professional Advisors 238 Shareholder Information 246 Glossary of Terms 253

Signatures

Signatures 248 Exhibits We have prepared our financial statements and the notes thereto in accordance with IFRS as issued by the International Accounting Standards Board . To provide metrics that we believe enhance the comparability of our results to similar companies, throughout this Annual Report & Form 20-F , we refer to Alternative Performance Measures ("APMs"). APMs are intended to be used in addition to, and not as an alternative for the financial information contained within the Group Financial Statements, nor as a substitute for IFRS. Within the APMs section located in the Additional Information section within this Annual Report & Form 20-F , we define, provide calculations and reconcile each APM to its nearest IFRS measure. These APMs include "adjusted EBITDA," "net debt," "net debt-to-adjusted EBITDA," "total revenue, inclusive of settled hedge s," "adjusted EBITDA margin," "free cash flow," "adjusted operating cost per Mcfe," "employees, administrative costs and professional services," and "PV-10." Diversified Energy Company PLC (the "Parent" or "Company") and its wholly owned subsidiaries (the "Group," "DEC," or "Diversified") is an independent energy company engaged in the production, transportation and marketing of primarily natural gas. Our proven business model creates sustainable value in today's n atural gas ma rket by investing in producing assets, reducing emissions and improving asset integrity while generating significant, hedge- protected cash flows. We Acquire, Optimize, Produce and Transport natural gas, natural gas liquids and oil from existing wells then Retire our wells at the end of their life to optimally steward the resource already developed by others within our industry, reducing the environmental footprint, while sustaining important jobs and tax revenues for many local communities. While most companies in our sector are built to explore and develop new reserves, we fully exploit existing reserves through our

Risk factors

Risk factors 96 - 118 Item 4. Information on the Group A. History and development of the Group 1 , 4 , 12 - 13 , 22 , 179 , 245 B. Business overview 23 - 35 C. Organizational structure 181 , Exhibit 8.1 D. Property, plants and equipment 4 , 12 , 184 , 201 , 215 , 237 Item 4A. Unresolved Staff Comments N/A Item 5. Operating and Financial Review and Prospects A. Operating results 74 - 84 B. Liquidity and capital resources 84 C. Research and development, patents and licenses, etc. N/A D. Trend information 90 E. Critical accounting estimates 90 Item 6. Directors, Senior Management and Employees A. Directors and senior management 124 , 128 - 132 B. Compensation 211 , 213 C. Board practices 124 , 125 , 126 , 134 , 140 - 140 , 143 - 143 , 150 - 150 , 171 - 171 , D. Employees 65 E. Share ownership 134 , 211 , 213 F. Disclosure of a registrant's action to recover erroneously awarded compensation N/A Item 7. Major Shareholders and Related Party Transactions A. Major shareholders 134 , 136 B. Related party transactions 226 C. Interests of experts and counsel N/A Item 8. Financial Information A. Consolidated Statements and Other Financial Information 172 - 227 B. Significant Changes N/A Item 9. The Offer and Listing A. Offer and listing details 179 B. Plan of distribution N/A C. Markets 179 D. Selling shareholders N/A E.

Dilution

Dilution N/A F. Expenses of the issue N/A 2 Diversified Energy Company PLC Annual Report and Form 20-F 2023 Pages Item 10. Additional Information A. Share capital N/A B. Memorandum and articles of association Exhibit 1.1 & 1.2 C. Material contracts 238 - 239 D. Exchange controls 240 E. Taxation 240 - 244 F. Dividends and paying agents N/A G. N/A H. Documents on display 245 I. Subsidiary information N/A J. Annual report to security holders N/A Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 90 , 223 - 225 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities A. Debt securities N/A B. Warrants and rights N/A C. Other securities N/A D. American depositary shares N/A Part II Item 13. Defaults, Dividend Arrearages and Delinquencies N/A Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds N/A Item 15.

Controls and Procedures

Controls and Procedures 245 Item 16. [Reserved] N/A Item 16A. Audit Committee Financial Expert 143 Item 16B. Code of Ethics 135 Item 16C. Principal Accountant Fees and Services 146 , 195 Item 16D. Exemptions from the Listing Standards for Audit Committees N/A Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers N/A Item 16F. Change in Registrant's Certifying Accountant N/A Item 16G. Corporate Governance N/A Item 16H. Mine Safety Disclosure N/A Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections N/A Item 16J. Insider Trading Policies N/A Item 16K. Cybersecurity 95 Part III Item 17.

Financial Statements

Financial Statements N/A Item 18.

Financial Statements

Financial Statements 172 - 229 Item 19. Exhibits 248 Strategic Report Corporate Governance Group Financial Statements Additional Information 3 DEC at a Glance Our Assets Our assets primarily consist of long-life, low-decline natural gas wells and gathering systems located within the Appalachian Basin and Central Region of the U.S., providing opportunistic synergies in our operations. Our headquarters are located in Birmingham, Alabama with operational and field offices located throughout the states in which we operate . 4 Diversified Energy Company PLC Annual Report and Form 20-F 2023 KEY l Upstream assets l Midstream assets l States in which we operate APPALACHIA ASSETS CENTRAL ASSETS Key Facts PRODUCTION MIX 86% natural gas 12% NGLs 2% oil PRODUCTION 256,378 natural gas (MMcf) 5,832 NGLs (MBbls) 1,377 oil (MBbls) PV-10 VALUE OF RESERVES $2.1 billion (a) 3,849,946 MMcfe MIDSTREAM SYSTEM ~17,700 miles SCOPE 1 METHANE EMISSIONS INTENSITY 0.8 MT CO 2 e/MMcfe NO LEAK RATE ON SURVEYED WELLS ~98% Group-wide AERIALLY SURVEYED MIDSTREAM MILES ~10,000 miles REPORTABLE SPILL INTENSITY 0.08 oil & water per MBbl NET INCOME $760 million TOTAL REVENUE $868 million ADJUSTED EBITDA MARGIN (b) 52% ADJUSTED EBITDA (b) $543 million (a) Based on SEC pricing. (b) Please refer to the APMs section in Additional Information within this Annual Report & Form 20-F for information on how these metrics are calculated and reconciled to IFRS measures. Strategic Report Corporate Governance Group Financial Statements Additional Information 5 This page intentionally left blank. 6 Diversified Energy Company PLC Annual Report and Form 20-F 2023 Strategic Report 8 Chairman's and Chief Executive's Statement 10 A Differentiated Business Model 12 Geographic Operating Areas 14 Strategy 19 Key Performance Indicators 36 Sustainability 73 Financial Review

Risk Factors

Risk Factors 119 Viability and Going Concern Strategic Report Corporate Governance Group Financial Statements Additional Information 7 Chairman's Statement 8 Diversified Energy Company PLC Annual Report and Form 20-F 2023 On behalf of the Board of Directors, I am pleased to share our financial and operational results that reflect the hard work, dedication, and focus of the entire Diversified team. Their consistent execution of our strategy and management initiatives has driven another year of strong environmental, financial, and operational performance. Throughout 2023, we continued to focus on cash flow generation, capital discipline, and balance sheet management. This, together with our resilient business model, means we have been able to deliver strong results which have benefited all stakeholders. In addition, we are proud of the part we are playing in responsibly providing the energy needed for our communities and country, as well as meeting growing demand beyond the U.S. Since 2017, Diversified's demonstrated track record has delivered more than $800 million in returns to the Group's stockholders including approximately $700 million in cash dividends paid and declared, along with approximately $110 million in share repurchases. The Board's dedication to shareholder returns remains an absolute priority. We continuously refine the capital allocation framework in order to balance debt reduction, sustainable fixed dividends, strategic share repurchases and accretive acquisitions. We are proposing a final fourth quarter 2023 dividend of $0.29 which allows us to focus our cash flows on what we believe are the highest and best uses of capital. We are confident that this new level will be sustainable, and will also allow for continued debt reduction, more flexibility for alternative capital returns, and for funding future growth. We believe that our share price has been significantly undervalued for some whi

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