DENVER--(BUSINESS WIRE)--Sitio Royalties Corp. (NYSE: STR) (“Sitio”, "STR" or the “Company”) today announced operational and financial results for the quarter ended June 30, 2023. Unless the context clearly indicates otherwise, references to "we," "our," "us" or similar terms refer to Sitio.
SECOND QUARTER 2023 OPERATIONAL AND FINANCIAL HIGHLIGHTS
- 2Q 2023 average daily production volume of 34,681 barrels of oil equivalent per day ("Boe/d"), (50% oil) comparable to 1Q 2023 average daily production volume; Pro forma average daily production volume of 36,462 Boe/d (50% oil), including volumes from the Stock & Cash Acquisitions(1) for the entire quarter
- Declared 2Q 2023 dividend of $0.40 per share of Class A Common Stock, of which approximately 1.5 cents per share uplift was from inclusion of an entire quarter of 2Q 2023 impacts from the Stock Acquisition(2)
- Net loss of $3.0 million, down $50.7 million relative to 1Q 2023 net income, primarily driven by a $25.6 million non-cash impairment charge related to Appalachian Basin proved properties and lower realized commodity prices
- 2Q 2023 Adjusted EBITDA(3) of $127.2 million, down 9% sequentially from 1Q 2023 Adjusted EBITDA, primarily due to a 9% reduction in realized hedged prices per Boe
- 2Q 2023 Pro forma Adjusted EBITDA(4) of $129.4 million, including contribution from the Stock Acquisition for the entire quarter
- In June 2023, made third consecutive quarterly amortization payment of $11.3 million at par value on senior unsecured notes, reducing principal from $427.5 million to $416.3 million
RECENT ACQUISITIONS HIGHLIGHTS
- Closed multiple accretive Permian Basin acquisitions since March 31, 2023 (the "Stock & Cash Acquisitions")(1) for an aggregate consideration of $247.9 million, funded with approximately 27% equity and 73% cash; In aggregate, the Stock & Cash Acquisitions were purchased for less than 7.0x projected next twelve months EBITDA at current strip pricing
- Stock & Cash Acquisitions are expected to increase Sitio's second half 2023 Discretionary Cash Flow by approximately 6% at current commodity strip pricing
- Pro forma 2Q 2023 production, as if Sitio had owned the Stock & Cash Acquisitions on April 1, 2023, of 36,462 Boe/d, which represents a 1,781 Boe/d, or 5% increase relative to reported 2Q 2023 production of 34,681 Boe/d
- Record high pro forma net line-of-sight ("LOS") wells of 50.8 net wells as of June 30, 2023, up by approximately 19% from March 31, 2023; Pro forma net LOS wells comprised of 27.1 net spuds and 23.7 net permits, of which 2.6 net spuds and 1.1 net permits were from the Stock & Cash Acquisitions(5)
2Q 2023 RESULTS RELATIVE TO FULL YEAR 2023 GUIDANCE ISSUED PRIOR TO STOCK & CASH ACQUISITIONS
The table below shows second quarter 2023 results relative to financial and operational guidance for full year 2023 that was reaffirmed on May 9, 2023.
Full Year 2023 Guidance Metric |
|
2Q 2023
|
|
|
Full Year 2023 Guidance
|
|
Average daily production (Boe/d) |
|
|
34,681 |
|
|
34,000 – 37,000 |
Oil % |
|
|
50 |
% |
|
49% – 51% |
Gathering and transportation ($/Boe) |
|
$ |
1.30 |
|
|
$1.25 – $1.75 |
Cash G&A ($ in millions) |
|
$ |
6.7 |
|
|
$25.0–$27.0 (annual) |
Production taxes (% of royalty revenue) |
|
|
7.8 |
% |
|
6% – 8% |
Reported cash tax rate (% of pre-tax income)(6) |
|
NM |
|
|
11% – 13% |
|
(1) Stock & Cash Acquisitions are defined as five separate mineral and royalty interest acquisitions that closed between March 31, 2023 and August 7, 2023, containing 13,862 NRAs in aggregate, of which 99% are in the Permian Basin
(2) Stock Acquisition, a subset of the Stock & Cash Acquisitions, is defined as the one acquisition that closed on June 14, 2023. The Stock Acquisition was funded with approximately 2.5 million shares of Class C common stock and corresponding number of common units representing limited partner interests in Sitio Royalties Operating Partnership, LP
(3) For definitions of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures, please see “Non-GAAP financial measures”
(4) 2Q 2023 Pro Forma Adjusted EBITDA includes an incremental 74 days of EBITDA from the Stock Acquisition, which reflects as if Sitio had owned the Stock Acquisition for the entire second quarter of 2023
(5) Pro forma combined net line-of-sight wells represents the total net spuds and net permits assuming the Stock & Cash Acquisitions assets were owned on June 30, 2023
(6) Calculated as cash taxes paid of $8.3 million divided by net loss before taxes of $3.7 million for the three months ended June 30, 2023 for the "2Q 2023 Results" column. Shown as "NM", or "not meaningful" because the implied reported 2Q 2023 cash tax rate is negative
Chris Conoscenti, Chief Executive Officer of Sitio, commented, "We are excited to announce the closing of five mineral and royalty interest acquisitions since the end of 1Q 2023, which collectively increase our Permian acreage footprint by 7% and add 3.7 net LOS wells to our record-high LOS inventory. Given these recent acquisitions, we are issuing new guidance for 2H 2023 that includes a production guidance range of 35,000 - 37,000. I’m proud of the accomplishments of the Sitio team on these accretive acquisitions and on the management of our existing assets, which requires a culture of continuous improvement and differentiates our ability to continue to scale up.”
ASSET ACTIVITY UPDATE
The following table summarizes Sitio's net average daily production, pro forma net wells online, pro forma net line-of-sight wells and pro forma net royalty acres by area. All pro forma metrics assume that Sitio owned the Stock & Cash Acquisitions as of June 30, 2023.
|
Delaware |
|
|
Midland |
|
|
DJ |
|
|
Eagle
|
|
|
Appalachia |
|
|
Anadarko |
|
|
Williston |
|
|
Total |
|
||||||||
Average Daily Production (Boe/d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
As reported |
|
17,187 |
|
|
|
8,088 |
|
|
|
2,853 |
|
|
|
3,803 |
|
|
|
1,074 |
|
|
|
1,048 |
|
|
|
628 |
|
|
|
34,681 |
|
% Oil |
|
49 |
% |
|
|
65 |
% |
|
|
32 |
% |
|
|
55 |
% |
|
|
1 |
% |
|
|
29 |
% |
|
|
63 |
% |
|
|
50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Well Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net wells online as of
|
|
109.2 |
|
|
|
51.7 |
|
|
|
35.5 |
|
|
|
34.4 |
|
|
|
3.7 |
|
|
|
9.8 |
|
|
|
9.0 |
|
|
|
253.3 |
|
Pro forma net wells online as of
|
|
121.8 |
|
|
|
60.1 |
|
|
|
35.6 |
|
|
|
35.3 |
|
|
|
3.7 |
|
|
|
9.9 |
|
|
|
9.2 |
|
|
|
275.6 |
|
Net wells online increase
|
|
12.6 |
|
|
|
8.4 |
|
|
|
0.1 |
|
|
|
0.9 |
|
|
|
0.0 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
22.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pro forma spuds |
|
14.1 |
|
|
|
7.5 |
|
|
|
3.8 |
|
|
|
1.0 |
|
|
|
0.0 |
|
|
|
0.1 |
|
|
|
0.6 |
|
|
|
27.1 |
|
Pro forma permits |
|
13.7 |
|
|
|
5.3 |
|
|
|
1.5 |
|
|
|
2.6 |
|
|
|
- |
|
|
|
0.0 |
|
|
|
0.6 |
|
|
|
23.7 |
|
Pro forma net LOS wells as of
|
|
27.8 |
|
|
|
12.8 |
|
|
|
5.3 |
|
|
|
3.6 |
|
|
|
0.0 |
|
|
|
0.1 |
|
|
|
1.2 |
|
|
|
50.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Royalty Acres
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2023 |
|
140,602 |
|
|
|
42,894 |
|
|
|
24,934 |
|
|
|
21,595 |
|
|
|
12,535 |
|
|
|
9,872 |
|
|
|
8,205 |
|
|
|
260,637 |
|
Pro forma June 30, 2023(9) |
|
152,234 |
|
|
|
45,339 |
|
|
|
24,978 |
|
|
|
21,752 |
|
|
|
12,669 |
|
|
|
9,872 |
|
|
|
8,203 |
|
|
|
275,047 |
|
NRA increase (decrease) since
|
|
11,632 |
|
|
|
2,445 |
|
|
|
44 |
|
|
|
157 |
|
|
|
134 |
|
|
|
- |
|
|
|
(2 |
) |
|
|
14,410 |
|
(8) Includes net wells from the Stock & Cash Acquisitions
(9) Includes NRAs from the Stock & Cash Acquisitions
FINANCIAL UPDATE
Sitio's second quarter 2023 average unhedged realized prices including all expected quality, transportation and demand adjustments were $70.90 per barrel of oil, $1.53 per Mcf of natural gas and $18.63 per barrel of natural gas liquids, for a total equivalent price of $42.01 per barrel of oil equivalent. During the second quarter of 2023, the Company received $7.7 million in net cash settlements for commodity derivative contracts and as a result, average hedged realized prices were $74.40 per barrel of oil, $1.92 per Mcf of natural gas and $18.63 per barrel of natural gas liquids, for a total equivalent price of $44.45 per barrel of oil equivalent. This represents a $4.42 per barrel of oil equivalent, or a 9% decrease relative to hedged realized prices for the three months ended March 31, 2023.
Consolidated net loss for the second quarter of 2023 was $3.0 million, which is $50.7 million less than consolidated net income in the first quarter of 2023. This decrease was driven primarily by a $25.6 million non-cash pre-tax impairment charge related to Appalachian Basin proved properties and 11% lower realized unhedged commodity prices, partially offset by $6.1 million of commodity derivative gains. For the three months ended June 30, 2023, Adjusted EBITDA was $127.2 million, down 9% sequentially from first quarter 2023 Adjusted EBITDA, primarily due to the aforementioned decrease in commodity prices.
As of June 30, 2023, the Company had $902.3 million principal value of total debt outstanding (comprised of $486.0 million drawn on Sitio's revolving credit facility and $416.3 million of senior unsecured notes) and liquidity of $264.3 million, including $0.3 million of cash and $264.0 million of remaining availability under its $750.0 million credit facility. In June 2023, Sitio made its third consecutive quarterly amortization payment of $11.3 million at par value on its senior unsecured notes, reducing the principal from $427.5 million to $416.3 million.
As of August 7, 2023, which was post closing of the Stock & Cash Acquisitions, Sitio had $1,021.3 million principal value of total debt outstanding (comprised of $605.0 million drawn on Sitio's revolving credit facility and $416.3 million of senior unsecured notes).
Sitio did not add to or extinguish any of its commodity swaps or collars during the second quarter of 2023. A summary of the Company's existing commodity derivative contracts as of July 1, 2023 is included in the table below.
|
|
Oil (NYMEX WTI) |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
1H25 |
|
|||
Swaps |
|
|
|
|
|
|
|
|
|
|||
Bbl per day |
|
|
3,050 |
|
|
|
3,300 |
|
|
|
1,100 |
|
Average price ($/Bbl) |
|
$ |
93.71 |
|
|
$ |
82.66 |
|
|
$ |
74.65 |
|
Collars |
|
|
|
|
|
|
|
|
|
|||
Bbl per day |
|
|
— |
|
|
|
— |
|
|
|
2,000 |
|
Average call ($/Bbl) |
|
|
— |
|
|
|
— |
|
|
$ |
93.20 |
|
Average put ($/Bbl) |
|
|
— |
|
|
|
— |
|
|
$ |
60.00 |
|
|
|
Gas (NYMEX Henry Hub) |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
1H25 |
|
|||
Swaps |
|
|
|
|
|
|
|
|
|
|||
MMBtu per day |
|
|
500 |
|
|
|
500 |
|
|
|
— |
|
Average price ($/MMBtu) |
|
$ |
3.83 |
|
|
$ |
3.41 |
|
|
|
— |
|
Collars |
|
|
|
|
|
|
|
|
|
|||
MMBtu per day |
|
|
8,500 |
|
|
|
11,400 |
|
|
|
11,600 |
|
Average call ($/MMBtu) |
|
$ |
7.93 |
|
|
$ |
7.24 |
|
|
$ |
10.34 |
|
Average put ($/MMBtu) |
|
$ |
4.82 |
|
|
$ |
4.00 |
|
|
$ |
3.31 |
|
2H 2023 FINANCIAL AND OPERATIONAL GUIDANCE
Sitio is issuing financial and operational guidance for the second half of 2023 based on results to date, expected impact of the Stock & Cash Acquisitions and current expectations of macroeconomic environment and future activity. The midpoint of the guidance range for second half 2023 average daily production of 36,000 Boe/d, is approximately 1,439 Boe/d higher than reported average daily production for the first half of 2023. The guidance range of 2% to 4% for cash tax rate has been decreased relative to prior guidance due to expected non-recurring tax benefits for the second half of 2023. This new guidance supersedes any previous guidance that had been issued for full year 2023. The table below includes Sitio's second half 2023 guidance ranges.
2H 2023 Guidance |
|
Low |
|
|
High |
|
||
Average daily production (Boe/d) |
|
|
35,000 |
|
|
|
37,000 |
|
Oil % |
|
|
49 |
% |
|
|
51 |
% |
|
|
|
|
|
|
|
||
Revenue Deductions, Expenses and Taxes |
|
|
|
|
|
|
||
Gathering and transportation ($/Boe) |
|
$ |
1.25 |
|
|
$ |
1.50 |
|
Full Year 2023 Cash G&A ($ in millions) |
|
$ |
25.0 |
|
|
$ |
27.0 |
|
Production taxes (% of royalty revenue) |
|
|
6 |
% |
|
|
8 |
% |
Cash tax rate (% of pre-tax income) |
|
|
2 |
% |
|
|
4 |
% |
SECOND QUARTER 2023 RETURN OF CAPITAL UPDATE
CASH DIVIDEND
The Company's Board of Directors declared a cash dividend of $0.40 per share of Class A Common Stock with respect to the second quarter of 2023. The dividend is payable on August 31, 2023 to the stockholders of record at the close of business on August 18, 2023. Based on a 65% payout ratio of second quarter 2023 Discretionary Cash Flow and not including the pro forma impacts from the Stock Acquisition, Sitio's quarterly dividend would have been approximately $0.38 per Class A common share; however, the Company's Board of Directors approved a second quarter 2023 dividend of $0.40 per Class A common share, which equates to a 65% payout ratio including pro forma Discretionary Cash Flow for the full three months ended June 30, 2023 for the Stock Acquisition that closed during the second quarter 2023.
REPURCHASE WAIVER
Sitio and holders of Sitio’s senior unsecured notes have amended the Company’s Note Purchase Agreement pursuant to which the Company is permitted to repurchase up to an aggregate value of $25 million of its Class A Common Stock and common units representing limited partnership interests in Sitio Royalties Operating Partnership, LP, an indirect subsidiary of the Company. Under this waiver, the Company will be allowed to both pay a dividend of up to 65% of its Discretionary Cash Flow and repurchase shares with its retained cash flow. The Company’s Board of Directors has not authorized a share repurchase program yet, while the Company continues to focus on accretive acquisitions and the paydown of indebtedness.
SECOND QUARTER 2023 EARNINGS CONFERENCE CALL
Sitio will host a conference call at 8:30 a.m. Eastern on Wednesday, August 9, 2023 to discuss its second quarter 2023 operating and financial results. Participants can access the call by dialing 1-833-470-1428 in the United States or 1-404-975-4839 in other locations with access code 584245 or via webcast at https://events.q4inc.com/attendee/759041923. Participants can also pre-register for the event by going to the following link: https://www.netroadshow.com/events/login?show=c9a7a7ad&confId=52782. The conference call, live webcast and archive of the call can also be accessed through the Investor Relations section of Sitio’s website at www.sitio.com.
UPCOMING INVESTOR CONFERENCES
Members of Sitio's management team will be attending the Citi One-on-One Midstream / Energy Infrastructure Conference on August 23, 2023 and the Barclays CEO Energy Power Conference from September 5 – 7, 2023. Presentation materials associated with these events will be accessible through the Investor Relations section of Sitio's website at www.sitio.com.
FINANCIAL RESULTS |
||||||||||||||||
Production Data |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Production Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil (MBbls) |
|
|
1,580 |
|
|
|
588 |
|
|
|
3,169 |
|
|
|
1,123 |
|
Natural gas (MMcf) |
|
|
5,575 |
|
|
|
1,871 |
|
|
|
11,010 |
|
|
|
3,565 |
|
NGLs (MBbls) |
|
|
647 |
|
|
|
229 |
|
|
|
1,252 |
|
|
|
436 |
|
Total (MBoe)(6:1) |
|
|
3,156 |
|
|
|
1,129 |
|
|
|
6,256 |
|
|
|
2,153 |
|
Average daily production (Boe/d)(6:1) |
|
|
34,681 |
|
|
|
12,402 |
|
|
|
34,561 |
|
|
|
11,897 |
|
Average Realized Prices: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil (per Bbl) |
|
$ |
70.90 |
|
|
$ |
109.87 |
|
|
$ |
72.50 |
|
|
$ |
101.37 |
|
Natural gas (per Mcf) |
|
$ |
1.53 |
|
|
$ |
6.55 |
|
|
$ |
2.10 |
|
|
$ |
5.64 |
|
NGLs (per Bbl) |
|
$ |
18.63 |
|
|
$ |
42.29 |
|
|
$ |
20.14 |
|
|
$ |
40.17 |
|
Combined (per Boe) |
|
$ |
42.01 |
|
|
$ |
76.65 |
|
|
$ |
44.46 |
|
|
$ |
70.33 |
|
Average Realized Prices After Effects of Derivative Settlements: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil (per Bbl) |
|
$ |
74.40 |
|
|
$ |
109.35 |
|
|
$ |
75.78 |
|
|
$ |
101.10 |
|
Natural gas (per Mcf) |
|
$ |
1.92 |
|
|
$ |
6.49 |
|
|
$ |
2.40 |
|
|
$ |
5.60 |
|
NGLs (per Bbl) |
|
$ |
18.63 |
|
|
$ |
42.29 |
|
|
$ |
20.14 |
|
|
$ |
40.17 |
|
Combined (per Boe) |
|
$ |
44.45 |
|
|
$ |
76.28 |
|
|
$ |
46.64 |
|
|
$ |
70.14 |
|
Selected Expense Metrics |
||||||||
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Severance and ad valorem taxes |
|
|
7.8 |
% |
|
|
7.9 |
% |
Depreciation, depletion and amortization ($/Boe) |
|
$ |
23.52 |
|
|
$ |
17.64 |
|
General and administrative ($/Boe) |
|
$ |
4.46 |
|
|
$ |
5.91 |
|
Cash G&A ($/Boe) |
|
$ |
2.12 |
|
|
$ |
3.29 |
|
Interest expense, net ($/Boe) |
|
$ |
7.34 |
|
|
$ |
1.72 |
|
Condensed Consolidated Balance Sheets (In thousands except par and share amounts) |
||||||||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2023 |
|
|
2022 |
|
||
. |
|
(Unaudited) |
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
348 |
|
|
$ |
18,818 |
|
Accrued revenue and accounts receivable |
|
|
118,376 |
|
|
|
142,010 |
|
Prepaid assets |
|
|
20,704 |
|
|
|
12,489 |
|
Derivative asset |
|
|
25,887 |
|
|
|
18,874 |
|
Total current assets |
|
|
165,315 |
|
|
|
192,191 |
|
|
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
||
Oil and natural gas properties, successful efforts method: |
|
|
|
|
|
|
||
Unproved properties |
|
|
3,030,334 |
|
|
|
3,244,436 |
|
Proved properties |
|
|
2,233,885 |
|
|
|
1,926,214 |
|
Other property and equipment |
|
|
3,440 |
|
|
|
3,421 |
|
Accumulated depreciation, depletion, amortization, and impairment |
|
|
(390,833 |
) |
|
|
(223,214 |
) |
Total property and equipment, net |
|
|
4,876,826 |
|
|
|
4,950,857 |
|
|
|
|
|
|
|
|
||
Deposits for property acquisitions |
|
|
17,947 |
|
|
|
- |
|
Long-term derivative asset |
|
|
13,936 |
|
|
|
13,379 |
|
Deferred financing costs |
|
|
11,783 |
|
|
|
7,082 |
|
Operating lease right-of-use asset |
|
|
4,368 |
|
|
|
5,679 |
|
Other long-term assets |
|
|
530 |
|
|
|
1,714 |
|
Total long-term assets |
|
|
48,564 |
|
|
|
27,854 |
|
TOTAL ASSETS |
|
$ |
5,090,705 |
|
|
$ |
5,170,902 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
17,306 |
|
|
$ |
21,899 |
|
Warrant liability |
|
|
8 |
|
|
|
2,950 |
|
Operating lease liability |
|
|
1,343 |
|
|
|
1,563 |
|
Total current liabilities |
|
|
18,657 |
|
|
|
26,412 |
|
|
|
|
|
|
|
|
||
Long-term liabilities |
|
|
|
|
|
|
||
Long-term debt |
|
|
893,665 |
|
|
|
938,896 |
|
Deferred tax liability |
|
|
341,677 |
|
|
|
313,607 |
|
Non-current operating lease liability |
|
|
4,159 |
|
|
|
5,303 |
|
Other long-term liabilities |
|
|
1,189 |
|
|
|
89 |
|
Total long-term liabilities |
|
|
1,240,690 |
|
|
|
1,257,895 |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
1,259,347 |
|
|
|
1,284,307 |
|
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Class A Common Stock, par value $0.0001 per share; 240,000,000 shares authorized; 81,659,354 and 80,804,956 shares issued and 81,659,354 and 80,171,951 outstanding at June 30, 2023 and December 31, 2022, respectively |
|
|
8 |
|
|
|
8 |
|
Class C Common Stock, par value $0.0001 per share; 120,000,000 shares authorized; 75,539,279 and 74,347,005 shares issued and 75,513,142 and 74,347,005 outstanding at June 30, 2023 and December 31, 2022, respectively |
|
|
8 |
|
|
|
7 |
|
Additional paid-in capital |
|
|
1,783,450 |
|
|
|
1,750,640 |
|
Accumulated deficit |
|
|
(76,979 |
) |
|
|
(9,203 |
) |
Class A Treasury Shares, 0 and 633,005 shares at June 30, 2023 and December 31, 2022, respectively |
|
|
— |
|
|
|
(19,085 |
) |
Class C Treasury Shares, 26,137 and 0 shares at June 30, 2023 and December 31, 2022, respectively |
|
|
(677 |
) |
|
|
- |
|
Noncontrolling interest |
|
|
2,125,548 |
|
|
|
2,164,228 |
|
Total equity |
|
|
3,831,358 |
|
|
|
3,886,595 |
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND EQUITY |
|
$ |
5,090,705 |
|
|
$ |
5,170,902 |
|
Unaudited Condensed Consolidated Statements of Operations (In thousands, except per share amounts) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil, natural gas and natural gas liquids revenues |
|
$ |
132,567 |
|
|
$ |
86,507 |
|
|
$ |
278,121 |
|
|
$ |
151,458 |
|
Lease bonus and other income |
|
|
3,899 |
|
|
|
1,297 |
|
|
|
9,171 |
|
|
|
2,709 |
|
Total revenues |
|
|
136,466 |
|
|
|
87,804 |
|
|
|
287,292 |
|
|
|
154,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees to affiliates |
|
|
— |
|
|
|
1,371 |
|
|
|
— |
|
|
|
3,241 |
|
Depreciation, depletion and amortization |
|
|
74,239 |
|
|
|
19,912 |
|
|
|
142,002 |
|
|
|
35,297 |
|
General and administrative |
|
|
14,066 |
|
|
|
6,675 |
|
|
|
25,742 |
|
|
|
10,736 |
|
Severance and ad valorem taxes |
|
|
10,344 |
|
|
|
6,950 |
|
|
|
20,803 |
|
|
|
10,804 |
|
Impairment of oil and natural gas properties |
|
|
25,617 |
|
|
|
- |
|
|
|
25,617 |
|
|
|
- |
|
Total operating expenses |
|
|
124,266 |
|
|
|
34,908 |
|
|
|
214,164 |
|
|
|
60,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from operations |
|
|
12,200 |
|
|
|
52,896 |
|
|
|
73,128 |
|
|
|
94,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
(23,159 |
) |
|
|
(1,942 |
) |
|
|
(45,362 |
) |
|
|
(3,110 |
) |
Change in fair value of warrant liability |
|
|
584 |
|
|
|
3,306 |
|
|
|
2,942 |
|
|
|
3,306 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
(783 |
) |
|
|
— |
|
Commodity derivatives gains |
|
|
6,112 |
|
|
|
20,010 |
|
|
|
20,875 |
|
|
|
18,895 |
|
Interest rate derivatives gains |
|
|
607 |
|
|
|
— |
|
|
|
447 |
|
|
|
— |
|
Net income (loss) before taxes |
|
|
(3,656 |
) |
|
|
74,270 |
|
|
|
51,247 |
|
|
|
113,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax (expense) benefit |
|
|
683 |
|
|
|
(2,257 |
) |
|
|
(6,501 |
) |
|
|
(2,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
(2,973 |
) |
|
|
72,013 |
|
|
|
44,746 |
|
|
|
110,535 |
|
Net income attributable to Predecessor |
|
|
— |
|
|
|
(39,582 |
) |
|
|
— |
|
|
|
(78,104 |
) |
Net income attributable to temporary equity |
|
|
— |
|
|
|
(26,271 |
) |
|
|
— |
|
|
|
(26,271 |
) |
Net (income) loss attributable to noncontrolling interest |
|
|
2,177 |
|
|
|
- |
|
|
|
(22,889 |
) |
|
|
- |
|
Net income (loss) attributable to Class A stockholders |
|
$ |
(796 |
) |
|
$ |
6,160 |
|
|
$ |
21,857 |
|
|
$ |
6,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per Class A common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(0.01 |
) |
|
$ |
0.49 |
|
|
$ |
0.26 |
|
|
$ |
0.49 |
|
Diluted |
|
$ |
(0.01 |
) |
|
$ |
0.39 |
|
|
$ |
0.26 |
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average Class A common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
81,044 |
|
|
|
12,522 |
|
|
|
80,614 |
|
|
|
12,522 |
|
Diluted |
|
|
81,044 |
|
|
|
83,841 |
|
|
|
80,614 |
|
|
|
83,841 |
|
Unaudited Condensed Consolidated Statements of Cash Flow (In thousands) |
||||||||
|
|
Six Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
44,746 |
|
|
$ |
110,535 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation, depletion and amortization |
|
|
142,002 |
|
|
|
35,297 |
|
Amortization of deferred financing costs and long-term debt discount |
|
|
2,793 |
|
|
|
— |
|
Share-based compensation |
|
|
10,106 |
|
|
|
978 |
|
Change in fair value of warrant liability |
|
|
(2,942 |
) |
|
|
(3,306 |
) |
Loss on extinguishment of debt |
|
|
783 |
|
|
|
— |
|
Impairment of oil and natural gas properties |
|
|
25,617 |
|
|
|
— |
|
Commodity derivative gains |
|
|
(20,875 |
) |
|
|
(18,895 |
) |
Net cash received (paid) for commodity derivative settlements |
|
|
13,659 |
|
|
|
(420 |
) |
Interest rate derivative gains |
|
|
(447 |
) |
|
|
— |
|
Net cash received for interest rate derivative settlements |
|
|
93 |
|
|
|
— |
|
Deferred tax expense (benefit) |
|
|
(7,421 |
) |
|
|
133 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
||
Accrued revenue and accounts receivable |
|
|
23,900 |
|
|
|
(21,741 |
) |
Prepaid assets |
|
|
7,187 |
|
|
|
(734 |
) |
Other long-term assets |
|
|
1,622 |
|
|
|
350 |
|
Accounts payable and accrued expenses |
|
|
(7,654 |
) |
|
|
(13,374 |
) |
Due to affiliates |
|
|
— |
|
|
|
(380 |
) |
Operating lease liabilities and other long-term liabilities |
|
|
(492 |
) |
|
|
(12 |
) |
Net cash provided by operating activities |
|
|
232,677 |
|
|
|
88,431 |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Acquisition of Falcon, net of cash |
|
|
- |
|
|
|
4,484 |
|
Predecessor cash not contributed in the Falcon Merger |
|
|
- |
|
|
|
(15,229 |
) |
Purchases of oil and gas properties, net of post-close adjustments |
|
|
5,689 |
|
|
|
(356,799 |
) |
Purchases of other property and equipment |
|
|
(19 |
) |
|
|
(676 |
) |
Deposits for property acquisitions |
|
|
(17,947 |
) |
|
|
(22,428 |
) |
Net cash used in investing activities |
|
|
(12,277 |
) |
|
|
(390,648 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Borrowings on credit facilities |
|
|
619,500 |
|
|
|
156,895 |
|
Repayments on credit facilities |
|
|
(643,500 |
) |
|
|
(79,000 |
) |
Borrowings on Bridge Loan Facility |
|
|
- |
|
|
|
250,000 |
|
Bridge Loan Facility issuance costs |
|
|
- |
|
|
|
(6,281 |
) |
Repayments on 2026 Senior Notes |
|
|
(22,500 |
) |
|
|
— |
|
2026 Senior Notes issuance costs |
|
|
(269 |
) |
|
|
— |
|
Distributions to noncontrolling interest |
|
|
(91,162 |
) |
|
|
(13,318 |
) |
Dividends paid to Class A stockholders |
|
|
(88,850 |
) |
|
|
— |
|
Dividend equivalent rights paid |
|
|
(783 |
) |
|
|
— |
|
Cash paid for taxes related to net settlement of share-based compensation awards |
|
|
(3,379 |
) |
|
|
— |
|
Payments of deferred financing costs |
|
|
(7,927 |
) |
|
|
(2,830 |
) |
Deferred initial public offering costs |
|
|
- |
|
|
|
(10 |
) |
Net cash (used in) provided by financing activities |
|
|
(238,870 |
) |
|
|
305,456 |
|
|
|
|
|
|
|
|
||
Net change in cash and cash equivalents |
|
|
(18,470 |
) |
|
|
3,239 |
|
Cash and cash equivalents, beginning of period |
|
|
18,818 |
|
|
|
12,379 |
|
Cash and cash equivalents, end of period |
|
$ |
348 |
|
|
$ |
15,618 |
|
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 plus (a) interest expense, (b) provisions for taxes, (c) depreciation, depletion and amortization, (d) non-cash share-based compensation expense, (e) impairment of oil and natural gas properties, (f) gains or losses on unsettled derivative instruments, (g) change in fair value of the warrant liability, (h) management fee to affiliates, (i) loss on debt extinguishment, (j) merger-related transaction costs and (k) write off of financing costs.
We define Pro Forma Adjusted EBITDA as Adjusted EBITDA plus Stock Acquisition EBITDA from April 1, 2023 to June 13, 2023.
We define Discretionary Cash Flow as Adjusted EBITDA, less cash interest expense and cash taxes.
We define Pro Forma Discretionary Cash Flow as Discretionary Cash Flow plus Stock Acquisition Discretionary Cash Flow from April 1, 2023 to June 13, 2023.
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.
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 period indicated (in thousands).
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net income (loss) |
|
$ |
(2,973 |
) |
|
$ |
72,013 |
|
Interest expense, net |
|
|
23,159 |
|
|
|
1,942 |
|
Income tax expense (benefit) |
|
|
(683 |
) |
|
|
2,257 |
|
Depreciation, depletion and amortization |
|
|
74,239 |
|
|
|
19,912 |
|
Impairment of oil and natural gas properties |
|
|
25,617 |
|
|
|
— |
|
EBITDA |
|
$ |
119,359 |
|
|
$ |
96,124 |
|
Non-cash share-based compensation expense |
|
|
5,422 |
|
|
|
978 |
|
Losses (gains) on unsettled derivative instruments |
|
|
1,140 |
|
|
|
(20,429 |
) |
Change in fair value of warrant liability |
|
|
(584 |
) |
|
|
(3,306 |
) |
Management fees to affiliates |
|
|
— |
|
|
|
1,371 |
|
Merger-related transaction costs |
|
|
1,814 |
|
|
|
1,979 |
|
Adjusted EBITDA |
|
$ |
127,151 |
|
|
$ |
76,717 |
|
Stock Acquisition EBITDA: April 1 to June 13, 2023 |
|
|
2,275 |
|
|
|
— |
|
Pro Forma Adjusted EBITDA |
|
$ |
129,426 |
|
|
$ |
76,717 |
|
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 period indicated (in thousands).
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flow from operations |
|
$ |
103,852 |
|
|
$ |
43,828 |
|
Interest expense, net |
|
|
23,159 |
|
|
|
1,942 |
|
Income tax expense (benefit) |
|
|
(683 |
) |
|
|
2,257 |
|
Deferred tax expense |
|
|
10,172 |
|
|
|
(133 |
) |
Changes in operating assets and liabilities |
|
|
(9,715 |
) |
|
|
25,473 |
|
Management fees to affiliates |
|
|
— |
|
|
|
1,371 |
|
Amortization of deferred financing costs and long-term debt discount |
|
|
(1,448 |
) |
|
|
— |
|
Merger-related transaction costs |
|
|
1,814 |
|
|
|
1,979 |
|
Adjusted EBITDA |
|
$ |
127,151 |
|
|
$ |
76,717 |
|
Less: |
|
|
|
|
|
|
||
Cash interest expense |
|
|
24,040 |
|
|
|
1,873 |
|
Cash taxes |
|
|
8,261 |
|
|
|
477 |
|
Discretionary Cash Flow |
|
$ |
94,850 |
|
|
$ |
74,367 |
|
Stock Acquisition Discretionary Cash Flow: April 1 to June 13, 2023 |
|
$ |
2,275 |
|
|
|
— |
|
Pro Forma Discretionary Cash Flow |
|
$ |
97,125 |
|
|
$ |
74,367 |
|
The following table presents a reconciliation of Cash G&A to the most directly comparable GAAP financial measure for the period indicated (in thousands).
|
|
Three Months Ended
|
|
|||||
|
|
2023 |
|
|
2022 |
|
||
General and administrative expense |
|
$ |
14,066 |
|
|
$ |
6,675 |
|
Less: |
|
|
|
|
|
|
||
Non-cash share-based compensation expense |
|
|
5,422 |
|
|
|
978 |
|
Merger-related transaction costs |
|
|
1,814 |
|
|
|
1,979 |
|
Rental income |
|
|
135 |
|
|
|
— |
|
Cash G&A |
|
$ |
6,695 |
|
|
$ |
3,718 |
|
About Sitio Royalties Corp.
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 270,000 NRAs through the consummation of over 190 acquisitions 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 certain future plans, expectations and objectives for the Company’s operations, including statements about any share repurchase programs, 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 Ukraine by Russia, the collapse of certain financial institutions and associated liquidity risks, announcements of voluntary production cuts by OPEC+ and others, and those other factors discussed or referenced in the "Risk Factors" section of Sitio’s Annual Report on Form 10-K, for the year ended December 31, 2022 and other publicly filed documents with the SEC. Any forward-looking statement made in this news release speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Sitio undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.
