Sitio Royalties Reports Fourth Quarter and Full Year 2023 Operational and Financial Results, Recent Developments, and Provides Full Year 2024 Guidance
Announces Definitive Agreement to Acquire 13,062 NRAS in the
Announces
Closed on Previously Announced Sale of
Declared
Issues Full Year 2024 Financial and Operational Guidance,
FOURTH QUARTER 2023 OPERATIONAL AND FINANCIAL HIGHLIGHTS
- 4Q 2023 average daily production volume of 35,776 barrels of oil equivalent per day ("Boe/d") (47% oil); Pro forma 4Q 2023 average daily production volume of 36,623 Boe/d (49% oil)(3)
-
Declared 4Q 2023 dividend of
$0.51 per share of Class A Common Stock, an increase of$0.02 per share, or approximately 4% higher compared to the 3Q 2023 dividend -
Record high pro forma net line-of-sight (“LOS”) wells of 53.4 as of
December 31, 2023 , comprised of 34.4 net spuds and 19.0 net permits; Approximately 78% of pro forma net LOS wells are in thePermian Basin and 14% in theDJ Basin (4) -
4Q 2023 net loss of
$91.7 million , compared to 3Q 2023 net income of$0.3 million ; decrease primarily driven by a$144.5 million non-cash loss on sale of assets in the Appalachian and Anadarko Basins, decreased average daily production volumes of 1,124 Boe/d and a$1.06 per Boe decrease in realized hedged commodity prices -
4Q 2023 Adjusted EBITDA(5) of
$134.9 million , down by 5.3% sequentially from 3Q 2023 Adjusted EBITDA, primarily due to decreased average daily production volumes of 3.0% and a 2.3% decrease in realized hedged prices per Boe -
4Q 2023 Pro Forma Adjusted EBITDA(6) of
$143.6 million , including contribution from the DJ Basin Acquisition(1) and 4Q23 Stock Acquisition(7) assets for the entire quarter -
During 4Q 2023, reduced long-term debt by
$131.1 million , resulting in liquidity of$588.2 million as ofDecember 31, 2023
RECENT DEVELOPMENTS – DJ BASIN ACQUISITION HIGHLIGHTS
-
In
January 2024 , signed definitive agreement with an undisclosed third party to acquire 13,062 NRAs in theDJ Basin (the "DJ Basin Acquisition"), of which approximately 77% are in the Wattenberg Field inWeld County , for$150 million , subject to customary closing adjustments; Effective date ofOctober 1, 2023 and expected to close in early 2Q 2024 - Expected to fund acquisition with cash on hand, cash generated from operations and revolving credit facility borrowings
-
Represents a 4.0x purchase multiple of asset level cash flow for the twelve months ending
September 30, 2024 -
Resulted in
$0.04 per share increase to 4Q 2023 return of capital and is expected to be 6% accretive to Sitio's standalone 2024 return of capital per share -
4Q 2023 average daily production volume of 2,609 Boe/d (41% oil) and asset level cash flow of
$8.6 million - Top operators by production volumes are Chevron Corporation, Civitas Resources and Occidental Petroleum Corporation
-
As of
February 19, 2024 , approximately 75% of rigs in the entireDJ Basin were on theDJ Basin acquisition acreage, an increase of 3x relative to rigs on Sitio's legacyDJ Basin acreage -
Net LOS wells of 5.1 as of
December 31, 2023 , comprised of 3.4 net spuds and 1.7 net permits; Strong visibility of activity through 1Q 2030 because approximately 21% of NRAs have exposure to multi-year Comprehensive Area Plans ("CAP") or Oil and Gas Development Plans ("OGDP") -
Estimated remaining inventory of 9.6 net locations, with 73% in the Wattenberg Field and approximately 26% in CAPs or OGDPs as of
December 31, 2023
UPDATED RETURN OF CAPITAL FRAMEWORK
-
On
February 28, 2024 , Sitio’s Board of Directors authorized a$200 million share repurchase program, which has no expiration date and is expected to commence in earlyMarch 2024 - New return of capital framework creates additional flexibility for the Company to maximize long-term value for shareholders
-
The Company is revising its return of capital framework to include both cash dividends and share repurchases effective 1Q 2024, with no impact on 4Q 2023 distributions:
-
Minimum of 65% of Discretionary Cash Flow (“DCF”): Allocated to total return of capital (minimum cash dividend and mix of additional cash dividends and/or share repurchases)
- Minimum of 35% of DCF: Allocated to cash dividends; Represents an approximate 5% yield based on 4Q 2023 Pro Forma DCF
- Minimum of 30% of DCF: Allocated to additional cash dividends, share repurchases or a mix of both
- Up to 35% of DCF: Allocated to balance sheet management and opportunistic cash acquisitions; no changes from previous return of capital framework
-
Minimum of 65% of Discretionary Cash Flow (“DCF”): Allocated to total return of capital (minimum cash dividend and mix of additional cash dividends and/or share repurchases)
4Q 2023 and 2H 2023 RESULTS RELATIVE TO 2H 2023 GUIDANCE
The table below shows fourth quarter 2023 and second half 2023 results relative to financial and operational guidance for the second half of 2023 that was issued on
2H 2023 Guidance Metric |
|
4Q 2023
|
|
|
2H 2023
|
|
|
4Q 2023
|
|
|
2H 2023 Guidance
|
|||
Average daily production (Boe/d) |
|
35,776 |
|
|
|
36,338 |
|
|
|
36,623 |
|
|
35,000 – 37,000 |
|
Oil % |
|
|
47 |
% |
|
|
47 |
% |
|
|
49 |
% |
|
49% – 51% |
Gathering and transportation ($/Boe) |
|
$ |
1.58 |
|
|
$ |
1.47 |
|
|
$ |
1.52 |
|
|
|
Cash G&A ($ in millions) |
|
$ |
6.6 |
|
|
$ |
14.0 |
|
|
$ |
6.6 |
|
|
|
Production taxes (% of royalty revenue) |
|
|
9.8 |
% |
|
|
8.8 |
% |
|
|
9.6 |
% |
|
6% – 8% |
Reported cash tax rate (% of pre-tax income/loss)(8) |
|
NM |
|
|
NM |
|
|
NA |
|
|
2% – 4% |
(1) Definitive agreement to acquire
(2) Includes production from the DJ Basin Acquisition for full year 2024 as if the transaction had closed on
(3) Represents 4Q 2023 metrics plus 4Q 2023 metrics from the DJ Basin Acquisition and 4Q23 Stock Acquisition (collectively the “Oct’23 Effective Date Acquisitions”) as if they were owned on
(4) Includes net wells from the DJ Basin Acquisition as of
(5) For definitions of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures, please see “Non-GAAP financial measures”
(6) 4Q 2023 Pro Forma Adjusted EBITDA represents 4Q 2023 Adjusted EBITDA plus Oct’23 Effective Date Acquisitions(2) EBITDA, which reflects as if Sitio had owned the Oct’23 Effective Date Acquisitions since
(7) The 4Q23 Stock Acquisition is defined as the acquisition of 522 NRAs in the
(8) Calculated as cash taxes paid of
OPERATOR ACTIVITY
The following table summarizes Sitio's net average daily production, pro forma net average daily production, as reported net wells online, pro forma net wells online, as reported net LOS wells, pro forma net LOS wells, as reported net royalty acres by area, and pro forma net royalty acres by area as of
|
|
|
|
Midland |
|
|
DJ |
|
|
Eagle
|
|
|
Williston |
|
|
Appalachia |
|
|
|
|
|
Total |
|
|||||||||
Average Daily Production (Boe/d) for the three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As reported |
|
18,566 |
|
|
|
8,242 |
|
|
|
3,737 |
|
|
|
2,789 |
|
|
|
646 |
|
|
|
986 |
|
|
|
810 |
|
|
|
35,776 |
|
|
% Oil |
|
48 |
% |
|
|
59 |
% |
|
|
30 |
% |
|
|
53 |
% |
|
|
62 |
% |
|
|
3 |
% |
|
|
28 |
% |
|
|
47 |
% |
|
Pro forma(9) |
|
18,600 |
|
|
|
8,242 |
|
|
|
6,346 |
|
|
|
2,789 |
|
|
|
646 |
|
|
|
- |
|
|
|
- |
|
|
|
36,623 |
|
|
% Oil(9) |
|
48 |
% |
|
|
59 |
% |
|
|
35 |
% |
|
|
53 |
% |
|
|
62 |
% |
|
NA |
|
|
NA |
|
|
|
49 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Well Activity (normalized to 5,000' laterals) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net wells online as of |
|
127.1 |
|
|
|
62.2 |
|
|
|
37.1 |
|
|
|
35.7 |
|
|
|
9.4 |
|
|
|
3.8 |
|
|
|
9.9 |
|
|
|
285.2 |
|
|
As reported net wells online as of |
|
131.8 |
|
|
|
65.4 |
|
|
|
38.9 |
|
|
|
36.0 |
|
|
|
9.5 |
|
|
|
- |
|
|
|
- |
|
|
|
281.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pro forma net wells online as of |
|
131.8 |
|
|
|
65.4 |
|
|
|
57.4 |
|
|
|
36.0 |
|
|
|
9.5 |
|
|
|
- |
|
|
|
- |
|
|
|
300.1 |
|
|
Pro forma net wells online increase (decrease) since |
|
4.7 |
|
|
|
3.2 |
|
|
|
20.3 |
|
|
|
0.3 |
|
|
|
0.1 |
|
|
|
(3.8 |
) |
|
|
(9.9 |
) |
|
|
14.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net LOS Wells as of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As reported net LOS wells |
|
27.4 |
|
|
|
14.2 |
|
|
|
2.5 |
|
|
|
3.4 |
|
|
|
0.8 |
|
|
|
- |
|
|
|
- |
|
|
|
48.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pro forma net spuds(4) |
|
17.6 |
|
|
|
9.0 |
|
|
|
4.7 |
|
|
|
2.6 |
|
|
|
0.5 |
|
|
|
- |
|
|
|
- |
|
|
|
34.4 |
|
|
Pro forma net permits(4) |
|
9.8 |
|
|
|
5.2 |
|
|
|
2.9 |
|
|
|
0.8 |
|
|
|
0.3 |
|
|
|
- |
|
|
|
- |
|
|
|
19.0 |
|
|
Pro forma net LOS wells(4) |
|
27.4 |
|
|
|
14.2 |
|
|
|
7.6 |
|
|
|
3.4 |
|
|
|
0.8 |
|
|
|
- |
|
|
|
- |
|
|
|
53.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
152,268 |
|
|
|
45,366 |
|
|
|
24,973 |
|
|
|
21,783 |
|
|
|
8,202 |
|
|
|
12,676 |
|
|
|
9,872 |
|
|
|
275,140 |
|
|
As reported |
|
152,664 |
|
|
|
45,380 |
|
|
|
24,973 |
|
|
|
21,077 |
|
|
|
8,203 |
|
|
|
- |
|
|
|
- |
|
|
|
252,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pro forma |
|
152,664 |
|
|
|
45,380 |
|
|
|
38,035 |
|
|
|
21,077 |
|
|
|
8,203 |
|
|
|
- |
|
|
|
- |
|
|
|
265,359 |
|
|
Pro forma NRA increase (decrease)
|
|
396 |
|
|
|
14 |
|
|
|
13,062 |
|
|
|
(706 |
) |
|
|
1 |
|
|
|
(12,676 |
) |
|
|
(9,872 |
) |
|
|
(9,781 |
) |
(9) Includes 4Q 2023 reported production volumes plus 4Q 2023 production volumes from the Oct’23 Effective Date Acquisitions as if they were owned on
(10) Wells currently online and producing, based on well designations in public data as of
(11) Includes NRAs from the DJ Basin Acquisition, subject to closing adjustments
MERGERS AND ACQUISITIONS
On
On
In January of 2024, Sitio signed a definitive agreement to acquire 13,062 NRAs primarily in the core of the
FINANCIAL UPDATE
Sitio's fourth quarter 2023 average unhedged realized prices including all expected quality, transportation and demand adjustments were
Consolidated net loss for the fourth quarter of 2023 was
As of
Sitio had approximately
|
|
Oil (NYMEX WTI) |
|
|||||
|
|
2024 |
|
|
1H25 |
|
||
Swaps |
|
|
|
|
|
|
||
Bbl per day |
|
|
3,300 |
|
|
|
1,100 |
|
Average price ($/Bbl) |
|
$ |
82.66 |
|
|
$ |
74.65 |
|
Collars |
|
|
|
|
|
|
||
Bbl per day |
|
|
— |
|
|
|
2,000 |
|
Average call ($/Bbl) |
|
|
— |
|
|
$ |
93.20 |
|
Average put ($/Bbl) |
|
|
— |
|
|
$ |
60.00 |
|
|
|
Gas (NYMEX Henry Hub) |
|
|||||
|
|
2024 |
|
|
1H25 |
|
||
Swaps |
|
|
|
|
|
|
||
MMBtu per day |
|
|
500 |
|
|
|
— |
|
Average price ($/MMBtu) |
|
$ |
3.41 |
|
|
|
— |
|
Collars |
|
|
|
|
|
|
||
MMBtu per day |
|
|
11,400 |
|
|
|
11,600 |
|
Average call ($/MMBtu) |
|
$ |
7.24 |
|
|
$ |
10.34 |
|
Average put ($/MMBtu) |
|
$ |
4.00 |
|
|
$ |
3.31 |
|
2023 YEAR END PROVED RESERVES
Estimated 2023 year end proved reserves of 85,293 MBOE attributable to Sitio's interests in its underlying acreage are based on a reserve report prepared by the independent petroleum engineering firm of
|
|
Oil
|
|
|
Natural Gas
|
|
|
Natural Gas Liquids
|
|
|
Total
|
|
||||
Balance as of |
|
|
35,057 |
|
|
|
159,442 |
|
|
|
18,359 |
|
|
|
79,989 |
|
Revisions |
|
|
(994 |
) |
|
|
(289 |
) |
|
|
1,394 |
|
|
|
352 |
|
Extensions |
|
|
9,257 |
|
|
|
26,710 |
|
|
|
3,723 |
|
|
|
17,431 |
|
Acquisition of reserves |
|
|
2,682 |
|
|
|
9,572 |
|
|
|
1,525 |
|
|
|
5,803 |
|
Divestiture of reserves |
|
|
(826 |
) |
|
|
(22,029 |
) |
|
|
(843 |
) |
|
|
(5,340 |
) |
Production |
|
|
(6,344 |
) |
|
|
(23,136 |
) |
|
|
(2,742 |
) |
|
|
(12,942 |
) |
Balance as of |
|
|
38,832 |
|
|
|
150,270 |
|
|
|
21,416 |
|
|
|
85,293 |
|
Proved developed and undeveloped reserves: |
|
Oil
|
|
|
Natural Gas
|
|
|
Natural Gas Liquids
|
|
|
Total
|
|
||||
Developed as of |
|
|
27,407 |
|
|
|
133,489 |
|
|
|
15,169 |
|
|
|
64,824 |
|
Undeveloped as of |
|
|
7,650 |
|
|
|
25,953 |
|
|
|
3,190 |
|
|
|
15,165 |
|
Balance at |
|
|
35,057 |
|
|
|
159,442 |
|
|
|
18,359 |
|
|
|
79,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed as of |
|
|
30,537 |
|
|
|
127,170 |
|
|
|
18,167 |
|
|
|
69,899 |
|
Undeveloped as of |
|
|
8,295 |
|
|
|
23,100 |
|
|
|
3,249 |
|
|
|
15,394 |
|
Balance at |
|
|
38,832 |
|
|
|
150,270 |
|
|
|
21,416 |
|
|
|
85,293 |
|
2024 FULL YEAR FINANCIAL AND OPERATIONAL GUIDANCE
The table below includes Sitio's guidance for full year 2024 and includes impacts from the DJ Basin Acquisition as if the transaction had closed on
Full Year 2024 Guidance |
|
Low |
|
|
High |
|
||
Pro Forma Average Daily Production(2) |
|
|
|
|
|
|
||
Pro forma average daily production (Boe/d)(2) |
|
|
35,000 |
|
|
|
38,000 |
|
Pro forma average daily production (% oil)(2) |
|
|
49 |
% |
|
|
51 |
% |
|
|
|
|
|
|
|
||
Expenses and Taxes |
|
|
|
|
|
|
||
Cash G&A ($ in millions) |
|
$ |
31.5 |
|
|
$ |
33.5 |
|
Production taxes (% of royalty revenue) |
|
|
7.5 |
% |
|
|
9.5 |
% |
Cash taxes ($ in millions)(12) |
|
$ |
30.0 |
|
$ |
37.0 |
(2) Includes production from the DJ Basin Acquisition for full year 2024 as if the transaction had closed on
(12) Cash tax guidance range is based on expectations at current strip pricing
RETURN OF CAPITAL
The Company's Board of Directors declared a cash dividend of
On
Repurchases may be made from time to time through various methods, including but not limited to open market transactions, privately negotiated transactions, and by other means in accordance with applicable state and federal securities laws, certain of which may be made pursuant to trading plans meeting the requirements of Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The timing of repurchases under the repurchase program, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including the market price of the Company's Common Stock, oil and gas commodity prices, general market and economic conditions, available liquidity, compliance with the Company's debt and other agreements, applicable legal requirements and other considerations. The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be modified, suspended, or discontinued at any time without prior notice. The Company is not obligated to purchase any dollar amount or number of shares under the repurchase program.
FOURTH QUARTER 2023 EARNINGS CONFERENCE CALL
Sitio will host a conference call at
UPCOMING INVESTOR CONFERENCES
Members of Sitio's management team will be attending Piper Sandler's 24th Annual
FINANCIAL RESULTS |
||||||||||||||||
Production Data |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Year Ended
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Production Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil (MBbls) |
|
|
1,558 |
|
|
|
892 |
|
|
|
6,344 |
|
|
|
2,861 |
|
Natural gas (MMcf) |
|
|
5,923 |
|
|
|
3,049 |
|
|
|
23,136 |
|
|
|
9,531 |
|
NGLs (MBbls) |
|
|
746 |
|
|
|
341 |
|
|
|
2,742 |
|
|
|
1,100 |
|
Total (MBoe)(6:1) |
|
|
3,291 |
|
|
|
1,741 |
|
|
|
12,942 |
|
|
|
5,550 |
|
Average daily production (Boe/d)(6:1) |
|
|
35,776 |
|
|
|
18,925 |
|
|
|
35,457 |
|
|
|
15,204 |
|
Average Realized Prices: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil (per Bbl) |
|
$ |
77.91 |
|
|
$ |
81.84 |
|
|
$ |
75.80 |
|
|
$ |
93.05 |
|
Natural gas (per Mcf) |
|
$ |
1.40 |
|
|
$ |
4.33 |
|
|
$ |
1.77 |
|
|
$ |
5.50 |
|
NGLs (per Bbl) |
|
$ |
18.72 |
|
|
$ |
26.44 |
|
|
$ |
19.21 |
|
|
$ |
33.51 |
|
Combined (per Boe) |
|
$ |
43.65 |
|
|
$ |
54.68 |
|
|
$ |
44.39 |
|
|
$ |
64.05 |
|
Average Realized Prices After Effects of Derivative Settlements: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil (per Bbl) |
|
$ |
80.68 |
|
|
$ |
87.21 |
|
|
$ |
78.62 |
|
|
$ |
95.65 |
|
Natural gas (per Mcf) |
|
$ |
1.66 |
|
|
$ |
4.35 |
|
|
$ |
2.06 |
|
|
$ |
5.46 |
|
NGLs (per Bbl) |
|
$ |
18.72 |
|
|
$ |
26.44 |
|
|
$ |
19.21 |
|
|
$ |
33.51 |
|
Combined (per Boe) |
|
$ |
45.43 |
|
|
$ |
57.48 |
|
|
$ |
46.30 |
|
|
$ |
65.33 |
|
Selected Expense Metrics |
||||||||
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Severance and ad valorem taxes |
|
|
9.8 |
% |
|
|
7.9 |
% |
Depreciation, depletion and amortization ($/Boe) |
|
$ |
20.85 |
|
|
$ |
21.37 |
|
General and administrative ($/Boe) |
|
$ |
3.60 |
|
|
$ |
10.44 |
|
Cash G&A ($/Boe) |
|
$ |
1.99 |
|
|
$ |
2.27 |
|
Interest expense, net ($/Boe) |
|
$ |
6.59 |
|
|
$ |
10.00 |
|
Consolidated Balance Sheets | ||||||||
(In thousands except par and share amounts) |
||||||||
|
|
|
|
|
|
|
||
|
|
2023 |
|
|
2022 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
15,195 |
|
|
$ |
18,818 |
|
Accrued revenue and accounts receivable |
|
|
107,347 |
|
|
|
142,010 |
|
Prepaid assets |
|
|
12,362 |
|
|
|
12,489 |
|
Derivative asset |
|
|
19,080 |
|
|
|
18,874 |
|
Total current assets |
|
|
153,984 |
|
|
|
192,191 |
|
|
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
||
Oil and natural gas properties, successful efforts method: |
|
|
|
|
|
|
||
Unproved properties |
|
|
2,698,991 |
|
|
|
3,244,436 |
|
Proved properties |
|
|
2,377,196 |
|
|
|
1,926,214 |
|
Other property and equipment |
|
|
3,711 |
|
|
|
3,421 |
|
Accumulated depreciation, depletion, amortization, and impairment |
|
|
(498,531 |
) |
|
|
(223,214 |
) |
Total property and equipment, net |
|
|
4,581,367 |
|
|
|
4,950,857 |
|
|
|
|
|
|
|
|
||
Long-term assets |
|
|
|
|
|
|
||
Long-term derivative asset |
|
|
3,440 |
|
|
|
13,379 |
|
Deferred financing costs |
|
|
11,205 |
|
|
|
7,082 |
|
Operating lease right-of-use asset |
|
|
5,970 |
|
|
|
5,679 |
|
Other long-term assets |
|
|
2,835 |
|
|
|
1,714 |
|
Total long-term assets |
|
|
23,450 |
|
|
|
27,854 |
|
|
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
4,758,801 |
|
|
$ |
5,170,902 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
30,050 |
|
|
$ |
21,899 |
|
Warrant liability |
|
|
— |
|
|
|
2,950 |
|
Operating lease liability |
|
|
1,725 |
|
|
|
1,563 |
|
Total current liabilities |
|
|
31,775 |
|
|
|
26,412 |
|
|
|
|
|
|
|
|
||
Long-term liabilities |
|
|
|
|
|
|
||
Long-term debt |
|
|
865,338 |
|
|
|
938,896 |
|
Deferred tax liability |
|
|
259,870 |
|
|
|
313,607 |
|
Non-current operating lease liability |
|
|
5,394 |
|
|
|
5,303 |
|
Other long-term liabilities |
|
|
1,150 |
|
|
|
89 |
|
Total long-term liabilities |
|
|
1,131,752 |
|
|
|
1,257,895 |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
1,163,527 |
|
|
|
1,284,307 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (see Note 16) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Class A Common Stock, par value |
|
|
8 |
|
|
|
8 |
|
Class |
|
|
8 |
|
|
|
7 |
|
Additional paid-in capital |
|
|
1,796,147 |
|
|
|
1,750,640 |
|
Accumulated deficit |
|
|
(187,738 |
) |
|
|
(9,203 |
) |
Class A Treasury Shares, 0 and 633,005 shares at |
|
|
— |
|
|
|
(19,085 |
) |
Class |
|
|
(677 |
) |
|
|
— |
|
Noncontrolling interest |
|
|
1,987,526 |
|
|
|
2,164,228 |
|
Total equity |
|
|
3,595,274 |
|
|
|
3,886,595 |
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND EQUITY |
|
$ |
4,758,801 |
|
|
$ |
5,170,902 |
|
Consolidated Statements of Operations |
||||||||||||
(In thousands, except per share amounts) |
||||||||||||
|
|
Years Ended |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Oil, natural gas and natural gas liquids revenues |
|
$ |
574,542 |
|
|
$ |
355,430 |
|
|
$ |
118,548 |
|
Lease bonus and other income |
|
|
18,814 |
|
|
|
14,182 |
|
|
|
2,040 |
|
Total revenues |
|
|
593,356 |
|
|
|
369,612 |
|
|
|
120,588 |
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Management fees to affiliates |
|
|
— |
|
|
|
3,241 |
|
|
|
7,480 |
|
Depreciation, depletion and amortization |
|
|
291,320 |
|
|
|
104,511 |
|
|
|
40,906 |
|
General and administrative |
|
|
49,620 |
|
|
|
42,299 |
|
|
|
12,998 |
|
Severance and ad valorem taxes |
|
|
46,939 |
|
|
|
25,572 |
|
|
|
6,934 |
|
Impairment of oil and gas properties |
|
|
25,617 |
|
|
|
— |
|
|
|
— |
|
Deferred offering costs write off |
|
|
— |
|
|
|
— |
|
|
|
2,396 |
|
Loss on sale of oil and gas properties |
|
|
144,471 |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
|
557,967 |
|
|
|
175,623 |
|
|
|
70,714 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income from operations |
|
|
35,389 |
|
|
|
193,989 |
|
|
|
49,874 |
|
|
|
|
|
|
|
|
|
|
|
|||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|||
Interest expense, net |
|
|
(93,413 |
) |
|
|
(35,499 |
) |
|
|
(1,893 |
) |
Change in fair value of warrant liability |
|
|
2,950 |
|
|
|
3,662 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
|
(21,566 |
) |
|
|
(11,487 |
) |
|
|
— |
|
Commodity derivatives gains |
|
|
15,199 |
|
|
|
39,037 |
|
|
|
— |
|
Interest rate derivatives gains |
|
|
462 |
|
|
|
110 |
|
|
|
— |
|
Net income (loss) before taxes |
|
|
(60,979 |
) |
|
|
189,812 |
|
|
|
47,981 |
|
|
|
|
|
|
|
|
|
|
|
|||
Income tax benefit (expense) |
|
|
14,284 |
|
|
|
(5,681 |
) |
|
|
(486 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) |
|
|
(46,695 |
) |
|
|
184,131 |
|
|
|
47,495 |
|
Net income attributable to Predecessor |
|
|
— |
|
|
|
(78,104 |
) |
|
|
(47,495 |
) |
Net income attributable to temporary equity |
|
|
— |
|
|
|
(90,377 |
) |
|
|
— |
|
Net (income) loss attributable to noncontrolling interest |
|
|
31,159 |
|
|
|
51 |
|
|
|
— |
|
Net income (loss) attributable to Class A stockholders |
|
$ |
(15,536 |
) |
|
$ |
15,701 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) per Class A common share |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
(0.20 |
) |
|
$ |
1.10 |
|
|
|
— |
|
Diluted |
|
$ |
(0.20 |
) |
|
$ |
1.10 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average Class A common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
81,269 |
|
|
|
13,723 |
|
|
|
— |
|
Diluted |
|
|
81,269 |
|
|
|
13,723 |
|
|
|
— |
|
Consolidated Statements of Cash Flows |
||||||||||||
(In thousands) |
||||||||||||
|
|
Years Ended |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net income (loss) |
|
$ |
(46,695 |
) |
|
$ |
184,131 |
|
|
$ |
47,495 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization |
|
|
291,320 |
|
|
|
104,511 |
|
|
|
40,906 |
|
Amortization of deferred financing costs and long-term debt discount |
|
|
5,534 |
|
|
|
6,546 |
|
|
|
440 |
|
Share-based compensation |
|
|
18,867 |
|
|
|
9,250 |
|
|
|
— |
|
Change in fair value of warrant liability |
|
|
(2,950 |
) |
|
|
(3,662 |
) |
|
|
— |
|
Loss on extinguishment of debt |
|
|
21,566 |
|
|
|
11,487 |
|
|
|
— |
|
Impairment of oil and gas properties |
|
|
25,617 |
|
|
|
— |
|
|
|
— |
|
Commodity derivative gains |
|
|
(15,199 |
) |
|
|
(39,037 |
) |
|
|
— |
|
Net cash received for commodity derivative settlements |
|
|
24,613 |
|
|
|
7,104 |
|
|
|
— |
|
Interest rate derivative gains |
|
|
(462 |
) |
|
|
(110 |
) |
|
|
— |
|
Net cash received (paid) for interest rate derivative settlements |
|
|
781 |
|
|
|
(209 |
) |
|
|
— |
|
Loss on sale of oil and gas properties |
|
|
144,471 |
|
|
|
— |
|
|
|
— |
|
Deferred tax (benefit) expense |
|
|
(42,946 |
) |
|
|
1,631 |
|
|
|
— |
|
Deferred offering cost write off |
|
|
— |
|
|
|
— |
|
|
|
2,396 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accrued revenue and accounts receivable |
|
|
33,564 |
|
|
|
(25,313 |
) |
|
|
(27,697 |
) |
Prepaid assets |
|
|
19,550 |
|
|
|
(616 |
) |
|
|
(97 |
) |
Other long-term assets |
|
|
2,089 |
|
|
|
(3,652 |
) |
|
|
— |
|
Accounts payable and accrued expenses |
|
|
8,810 |
|
|
|
(88,558 |
) |
|
|
1,673 |
|
Due to affiliates |
|
|
— |
|
|
|
(380 |
) |
|
|
325 |
|
Operating lease liabilities and other long-term liabilities |
|
|
(1,030 |
) |
|
|
1,837 |
|
|
|
488 |
|
Net cash provided by operating activities |
|
|
487,500 |
|
|
|
164,960 |
|
|
|
65,929 |
|
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Acquisition of Falcon, net of cash |
|
|
— |
|
|
|
4,484 |
|
|
|
— |
|
Acquisition of Brigham, net of cash |
|
|
— |
|
|
|
11,054 |
|
|
|
— |
|
Predecessor cash not contributed in the Falcon Merger |
|
|
— |
|
|
|
(15,228 |
) |
|
|
— |
|
Purchases of oil and gas properties, net of post-close adjustments |
|
|
(170,545 |
) |
|
|
(557,569 |
) |
|
|
(38,470 |
) |
Proceeds from sale of oil and gas properties |
|
|
113,298 |
|
|
|
— |
|
|
|
(137 |
) |
Other, net |
|
|
(2,479 |
) |
|
|
(840 |
) |
|
|
(136 |
) |
Net cash used in investing activities |
|
|
(59,726 |
) |
|
|
(558,099 |
) |
|
|
(38,743 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Borrowings on credit facilities |
|
|
644,500 |
|
|
|
348,895 |
|
|
|
147,000 |
|
Repayments on credit facilities |
|
|
(877,500 |
) |
|
|
(209,000 |
) |
|
|
(46,500 |
) |
Issuance of 2026 Senior Notes |
|
|
— |
|
|
|
444,500 |
|
|
|
— |
|
Repayments on 2026 Senior Notes |
|
|
(438,750 |
) |
|
|
(11,250 |
) |
|
|
— |
|
Issuance of 2028 Senior Notes |
|
|
600,000 |
|
|
|
— |
|
|
|
— |
|
Borrowings on Bridge Loan Facility |
|
|
— |
|
|
|
425,000 |
|
|
|
— |
|
Repayments on Bridge Loan Facility |
|
|
— |
|
|
|
(425,000 |
) |
|
|
— |
|
Debt issuance costs |
|
|
(22,060 |
) |
|
|
(24,889 |
) |
|
|
(1,588 |
) |
Debt extinguishment costs |
|
|
(12,176 |
) |
|
|
— |
|
|
|
— |
|
Distributions paid to Temporary Equity |
|
|
— |
|
|
|
(115,375 |
) |
|
|
— |
|
Distributions to noncontrolling interest |
|
|
(158,968 |
) |
|
|
(13,318 |
) |
|
|
(60,882 |
) |
Dividends paid to Class A stockholders |
|
|
(161,951 |
) |
|
|
(18,165 |
) |
|
|
— |
|
Dividend equivalent rights paid |
|
|
(1,048 |
) |
|
|
(579 |
) |
|
|
— |
|
Issuance of equity in consolidated subsidiary |
|
|
— |
|
|
|
— |
|
|
|
1,467 |
|
Capital contributions |
|
|
— |
|
|
|
— |
|
|
|
8,000 |
|
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
(67,500 |
) |
Cash paid for taxes related to net settlement of share-based compensation awards |
|
|
(3,444 |
) |
|
|
— |
|
|
|
— |
|
Deferred initial public offering costs |
|
|
— |
|
|
|
(61 |
) |
|
|
(2,335 |
) |
Other |
|
|
— |
|
|
|
(1,180 |
) |
|
|
— |
|
Net cash (used in) provided by financing activities |
|
|
(431,397 |
) |
|
|
399,578 |
|
|
|
(22,338 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net change in cash and cash equivalents |
|
|
(3,623 |
) |
|
|
6,439 |
|
|
|
4,848 |
|
Cash and cash equivalents, beginning of period |
|
|
18,818 |
|
|
|
12,379 |
|
|
|
7,531 |
|
Cash and cash equivalents, end of period |
|
$ |
15,195 |
|
|
$ |
18,818 |
|
|
$ |
12,379 |
|
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of non-cash transactions: |
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in current liabilities for additions to property and equipment: |
|
$ |
(12 |
) |
|
$ |
(379 |
) |
|
|
446 |
|
Oil and gas properties acquired through issuance of Class |
|
|
70,740 |
|
|
|
3,348,216 |
|
|
|
— |
|
Oil and gas properties acquired through issuance of equity in consolidated subsidiary: |
|
|
— |
|
|
|
— |
|
|
|
572,166 |
|
Oil and gas properties acquired through deemed distribution in connection with common control transaction: |
|
|
— |
|
|
|
— |
|
|
|
37,459 |
|
Temporary equity cumulative adjustment to redemption value: |
|
|
— |
|
|
|
706,940 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|||
Cash paid for income taxes: |
|
$ |
9,276 |
|
|
$ |
1,866 |
|
|
$ |
25 |
|
Cash paid for interest expense: |
|
|
77,310 |
|
|
|
29,030 |
|
|
|
1,268 |
|
Non-GAAP financial measures
Adjusted EBITDA, Pro Forma Adjusted EBITDA, Discretionary Cash Flow, Pro Forma Discretionary Cash Flow and Cash G&A are non-GAAP supplemental financial measures used by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis. Sitio believes that these non-GAAP financial measures provide useful information to Sitio's management and external users because they allow for a comparison of operating performance on a consistent basis across periods.
We define Adjusted EBITDA as net income (loss) plus (a) interest expense, (b) provisions for income taxes, (c) depreciation, depletion and amortization, (d) non-cash share-based compensation expense, (e) impairment of oil and gas properties, (f) gains or losses on unsettled derivative instruments, (g) change in fair value of warrant liability, (h) management fee to affiliates, (i) loss on extinguishment of debt (j) merger-related transaction costs, (k) write off of financing costs, and (l) loss on sale of oil and gas properties.
We define Pro Forma Adjusted EBITDA as Adjusted EBITDA plus (a) Oct’23 Effective Date Acquisitions EBITDA from
We define Brigham Minerals EBITDA
We define Discretionary Cash Flow for time periods prior to 2024 as Adjusted EBITDA, less cash and accrued interest expense and cash taxes.
We define Discretionary Cash Flow in 2024 as Adjusted EBITDA, less cash and accrued interest and estimated cash taxes.
We define Pro Forma Discretionary Cash Flow as Discretionary Cash Flow plus (a) Oct’23 Effective Date Acquisitions Discretionary Cash Flow from
We define Brigham Minerals Discretionary Cash Flow
We define Cash G&A as general and administrative expense less (a) non-cash share-based compensation expense, (b) merger-related transaction costs and (c) rental income.
We define Loss on sale of oil and natural gas properties as the non-cash losses incurred from the Appalachian and Anadarko Basins Divestiture in
These non-GAAP financial measures do not represent and should not be considered an alternative to, or more meaningful than, their most directly comparable GAAP financial measures or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measure. Our computations of Adjusted EBITDA, Pro Forma Adjusted EBITDA, Discretionary Cash Flow, Pro Forma Discretionary Cash Flow and Cash G&A may differ from computations of similarly titled measures of other companies.
The following table presents a reconciliation of Adjusted EBITDA and Pro Forma Adjusted EBITDA to the most directly comparable GAAP financial measure for the periods indicated (in thousands).
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net income (loss) |
|
$ |
(91,716 |
) |
|
$ |
4,585 |
|
Interest expense, net |
|
|
21,678 |
|
|
|
17,403 |
|
Income tax (benefit) expense |
|
|
(21,168 |
) |
|
|
475 |
|
Depreciation, depletion and amortization |
|
|
68,602 |
|
|
|
37,209 |
|
Impairment of oil and natural gas properties |
|
|
— |
|
|
|
— |
|
Loss on sale of oil and natural gas properties |
|
|
144,471 |
|
|
|
— |
|
EBITDA |
|
$ |
121,867 |
|
|
$ |
59,672 |
|
Non-cash share-based compensation expense |
|
|
4,393 |
|
|
|
4,303 |
|
Losses (gains) on unsettled derivative instruments |
|
|
(12,194 |
) |
|
|
19,017 |
|
Change in fair value of warrant liability |
|
|
— |
|
|
|
180 |
|
Loss on debt extinguishment |
|
|
20,096 |
|
|
|
— |
|
Merger-related transaction costs |
|
|
745 |
|
|
|
9,922 |
|
Write off of financing costs |
|
|
— |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
134,907 |
|
|
$ |
93,094 |
|
Brigham Minerals EBITDA |
|
|
— |
|
|
|
76,367 |
|
Oct'23 Effective Date Acquisitions EBITDA |
|
|
8,705 |
|
|
|
— |
|
Pro Forma Adjusted EBITDA |
|
$ |
143,612 |
|
|
$ |
169,461 |
|
The following table presents a reconciliation of Discretionary Cash Flow and Pro Forma Discretionary Cash Flow to the most directly comparable GAAP financial measure for the periods indicated (in thousands).
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flow from operations |
|
$ |
132,682 |
|
|
$ |
(6,115 |
) |
Interest expense, net |
|
|
21,678 |
|
|
|
17,403 |
|
Income tax (benefit) expense |
|
|
(21,168 |
) |
|
|
475 |
|
Deferred tax benefit (expense) |
|
|
27,839 |
|
|
|
1,014 |
|
Changes in operating assets and liabilities |
|
|
(25,610 |
) |
|
|
71,522 |
|
Amortization of deferred financing costs and long-term debt discount |
|
|
(1,259 |
) |
|
|
(1,127 |
) |
Merger-related transaction costs |
|
|
745 |
|
|
|
9,922 |
|
Adjusted EBITDA |
|
$ |
134,907 |
|
|
$ |
93,094 |
|
Less: |
|
|
|
|
|
|
||
Cash and accrued interest expense |
|
|
19,628 |
|
|
|
15,641 |
|
Cash taxes |
|
|
8 |
|
|
|
— |
|
Discretionary Cash Flow |
|
$ |
115,271 |
|
|
$ |
77,453 |
|
Brigham Minerals Discretionary Cash Flow |
|
|
— |
|
|
|
66,799 |
|
Oct'23 Effective Date Acquisitions Discretionary Cash Flow |
|
|
8,705 |
|
|
|
— |
|
Pro Forma Discretionary Cash Flow |
|
$ |
123,976 |
|
|
$ |
144,252 |
|
The following table presents a reconciliation of Cash G&A to the most directly comparable GAAP financial measure for the periods indicated (in thousands).
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
General and administrative expense |
|
$ |
11,834 |
|
|
$ |
18,182 |
|
Less: |
|
|
|
|
|
|
||
Non-cash share-based compensation expense |
|
|
4,393 |
|
|
|
4,303 |
|
Merger-related transaction costs |
|
|
745 |
|
|
|
9,922 |
|
Rental income |
|
|
135 |
|
|
|
— |
|
Cash G&A |
|
$ |
6,561 |
|
|
$ |
3,957 |
|
About
Sitio is a shareholder returns-driven company focused on large-scale consolidation of high-quality oil & gas mineral and royalty interests across premium basins, with a diversified set of top-tier operators. With a clear objective of generating cash flow from operations that can be returned to stockholders and reinvested, Sitio has accumulated over 250,000 NRAs through the consummation of over 190 acquisitions and portfolio management to date. More information about Sitio is available at www.sitio.com.
Forward-Looking Statements
This news release contains statements that may constitute “forward-looking statements” for purposes of federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the Company's expected results of operations, cash flows, financial position and future dividends; as well as future plans, expectations and objectives for the Company’s operations, including statements about our return of capital framework, our share repurchase program, the implementation thereof and the intended benefits, financial and operational guidance, strategy, synergies, certain levels of production, future operations, financial position, prospects, and plans. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties that could cause our actual results, performance, and financial condition to differ materially from our expectations and predictions. Factors that could materially impact such forward-looking statements include, but are not limited to: commodity price volatility, the global economic uncertainty related to the large-scale invasion of
View source version on businesswire.com: https://www.businesswire.com/news/home/20240227439081/en/
IR contact:
(720) 640–7647
IR@sitio.com
Source: