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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Sitio Royalties Corporation | NYSE:STR | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| -0.24 | -1.13% | 20.99 | 21.24 | 20.91 | 21.19 | 819,223 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
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(Address of principal executive office and Zip Code) |
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(Registrant’s telephone number, including area code) |
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N/A |
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(Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2024, Sitio Royalties Corp. issued a press release announcing its operating and financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Sitio Royalties Corp. |
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|
|
|
Date: |
May 8, 2024 |
By: |
/s/ Christopher L. Conoscenti |
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Name: Title: |
Christopher L. Conoscenti |
Exhibit 99.1
Sitio Royalties REPORTS FIRST QUARTER 2024 OPERATIONAL AND FINANCIAL RESULTS
record pro forma average Daily production volume of 37,970 boe/d (51% oil)(1)
first quarter 2024 return of capital of $0.49 per share, comprised of $0.41 DIVIDEND PER SHARE OF CLASS A COMMON STOCK and $0.08 per share of stock repurchases
52.9 pro forma NET LINE-OF-SIGHT WELLS AS OF March 31, 2024, of which 77% and 14% are in the permian and DJ Basins, respectively(2)
CLOSED previously announced acquisition of dj basin assets in april 2024(3)
DENVER, Colorado—May 8, 2024— Sitio Royalties Corp. (NYSE: STR) (“Sitio”, “STR” or the “Company”) today announced operational and financial results for the quarter ended March 31, 2024. Unless the context clearly indicates otherwise, references to “we,” “our,” “us” or similar terms refer to Sitio and its subsidiaries.
FIRST QUARTER 2024 OPERATIONAL AND FINANCIAL HIGHLIGHTS
RECENT DEVELOPMENTS
1Q 2024 RESULTS RELATIVE TO 2024 GUIDANCE
The table below shows first quarter 2024 results and pro forma results relative to financial and operational guidance for 2024 that was issued on February 28, 2024.
2024 Guidance Metric |
|
1Q 2024 |
|
|
1Q 2024 |
|
|
2024 Full Year |
||
Average daily production (Boe/d) |
|
35,349 |
|
|
|
37,970 |
|
|
35,000 – 38,000 |
|
Oil % |
|
|
52 |
% |
|
|
51 |
% |
|
49% – 51% |
|
|
|
|
|
|
|
|
|
||
Cash G&A ($ in millions) |
|
$ |
7.7 |
|
|
$ |
7.7 |
|
|
$31.5 – $33.5 (annual) |
Production taxes (% of royalty revenue) |
|
|
8.1 |
% |
|
|
8.0 |
% |
|
7.5% – 9.5% |
Estimated cash taxes ($ in millions) |
|
$ |
8.4 |
|
|
NA |
|
|
$30.0 – $37.0 (annual) |
|
Chris Conoscenti, Chief Executive Officer of Sitio commented, "In the first quarter of 2024, production from our assets pro forma for the DJ Basin Acquisition reached an all-time company high of 37,970 boe/d, up by 3.7% relative to pro forma fourth quarter of 2023, primarily due to activity in the Delaware Basin and Eagle Ford. In aggregate, pro forma average daily production volume in these two areas was up by approximately 8%, or approximately 1,750 boe/d, primarily as a result of the approximate 9.0 net wells turned-in-line during the quarter. We estimate that nearly 40% of the pro forma net wells TIL in the first quarter of 2024 came online during March, so we expect to see a more pronounced impact on second quarter production from these new wells. In March, we bought back 545,527 shares at an average price of $23.77, and in April, we capitalized on a unique opportunity to repurchase approximately 2.0 million shares from two of our largest Class C non-sponsor holders in a block trade. As expected, we closed the DJ Basin Acquisition on April 4th and we continue to have a strong pipeline of minerals acquisition opportunities to evaluate."
(1) Includes production from the DJ Basin Acquisition(3) as if it was owned on January 1, 2024
(2) Includes net wells from the DJ Basin Acquisition(3) as of March 31, 2024
(3) The DJ Basin Acquisition is defined as the all-cash acquisition of 13,062 NRAs in the DJ Basin from an undisclosed third party that closed on April 4, 2024
(4) For definitions of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures, please see “Non-GAAP financial measures”
(5) 1Q 2024 Pro Forma Adjusted EBITDA represents 1Q 2024 Adjusted EBITDA plus DJ Basin Acquisition EBITDA, which reflects as if Sitio had owned the DJ Basin Acquisition on January 1, 2024
(6) Includes production from the DJ Basin Acquisition for full year 2024 as if the transaction had closed on January 1, 2024
2
OPERATOR ACTIVITY
The following table summarizes Sitio's reported and pro forma net average daily production, net wells online, net line-of-sight wells and net royalty acres by area. All pro forma metrics assume that Sitio owned the DJ Basin Acquisition assets for the entire first quarter of 2024.
|
Delaware |
|
|
Midland |
|
|
DJ |
|
|
Eagle |
|
|
Williston/Other |
|
|
Total |
|
||||||
Average Daily Production (Boe/d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As reported |
|
20,000 |
|
|
|
8,259 |
|
|
|
3,256 |
|
|
|
3,139 |
|
|
|
695 |
|
|
|
35,349 |
|
% Oil |
|
50 |
% |
|
|
58 |
% |
|
|
37 |
% |
|
|
59 |
% |
|
|
61 |
% |
|
|
52 |
% |
Pro forma(1) |
|
20,000 |
|
|
|
8,259 |
|
|
|
5,877 |
|
|
|
3,139 |
|
|
|
695 |
|
|
|
37,970 |
|
% Oil(1) |
|
50 |
% |
|
|
58 |
% |
|
|
36 |
% |
|
|
59 |
% |
|
|
61 |
% |
|
|
51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Well Activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As reported net wells online as of |
|
131.8 |
|
|
|
65.4 |
|
|
|
38.9 |
|
|
|
36.0 |
|
|
|
9.5 |
|
|
|
281.6 |
|
As reported net wells online as of |
|
135.4 |
|
|
|
67.3 |
|
|
|
39.5 |
|
|
|
36.3 |
|
|
|
9.7 |
|
|
|
288.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pro forma net wells online as of December 31, 2023(7) |
|
131.8 |
|
|
|
65.4 |
|
|
|
57.4 |
|
|
|
36.0 |
|
|
|
9.5 |
|
|
|
300.1 |
|
Pro forma net wells online as of |
|
135.4 |
|
|
|
67.3 |
|
|
|
58.3 |
|
|
|
36.3 |
|
|
|
9.7 |
|
|
|
307.0 |
|
Pro forma net wells online increase |
|
3.6 |
|
|
|
1.9 |
|
|
|
0.9 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
6.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net LOS Wells |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As reported net LOS wells |
|
26.1 |
|
|
|
14.4 |
|
|
|
2.4 |
|
|
|
4.4 |
|
|
|
0.7 |
|
|
|
48.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pro forma net spuds(2) |
|
15.1 |
|
|
|
10.3 |
|
|
|
4.6 |
|
|
|
2.6 |
|
|
|
0.4 |
|
|
|
33.0 |
|
Pro forma net permits(2) |
|
11.0 |
|
|
|
4.1 |
|
|
|
2.7 |
|
|
|
1.8 |
|
|
|
0.3 |
|
|
|
19.9 |
|
Pro forma net LOS wells(2) |
|
26.1 |
|
|
|
14.4 |
|
|
|
7.3 |
|
|
|
4.4 |
|
|
|
0.7 |
|
|
|
52.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Royalty Acres |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As reported December 31, 2023 |
|
152,664 |
|
|
|
45,380 |
|
|
|
24,973 |
|
|
|
21,077 |
|
|
|
8,203 |
|
|
|
252,297 |
|
As reported March 31, 2024 |
|
152,761 |
|
|
|
45,366 |
|
|
|
24,973 |
|
|
|
21,077 |
|
|
|
8,206 |
|
|
|
252,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pro forma December 31, 2023(9) |
|
152,664 |
|
|
|
45,380 |
|
|
|
38,035 |
|
|
|
21,077 |
|
|
|
8,203 |
|
|
|
265,359 |
|
Pro forma March 31, 2024(9) |
|
152,761 |
|
|
|
45,366 |
|
|
|
38,042 |
|
|
|
21,077 |
|
|
|
8,206 |
|
|
|
265,452 |
|
Pro forma NRA increase (decrease) |
|
97 |
|
|
|
(14 |
) |
|
|
7 |
|
|
|
- |
|
|
|
3 |
|
|
|
93 |
|
(7) Wells currently online and producing, based on well designations in public data as of December 31, 2023. Pro forma metrics include net wells from the DJ Basin Acquisition
(8) Wells currently online and producing, based on well designations in public data as of March 31, 2024. Pro forma metrics include net wells from the DJ Basin Acquisition
(9) Includes NRAs from the DJ Basin Acquisition
FINANCIAL UPDATE
Sitio's first quarter 2024 average unhedged realized prices including all expected quality, transportation and demand adjustments were $76.60 per barrel of oil, $1.15 per Mcf of natural gas and $20.71 per barrel of natural gas liquids, for a total equivalent price of $46.00 per barrel of oil equivalent. During the first quarter of 2024, the Company received $3.6 million in net cash settlements for commodity derivative contracts and as a result, average hedged realized prices were $77.62 per barrel of oil, $1.53 per Mcf of natural gas and $20.71 per barrel of natural gas liquids, for a total equivalent price of $47.12 per barrel of oil equivalent. This represents a $1.69 per barrel of oil equivalent, or a 3.7% increase relative to hedged realized prices for the three months ended December 31, 2023.
Consolidated net income for the first quarter of 2024 was $18.7 million, which is $110.4 million higher than consolidated net loss in the fourth quarter of 2023. This increase was primarily driven by $137.6 million lower operating expenses as a result of no loss on sale of assets, no loss on extinguishment of debt, offset partially by $28.5 million of incremental commodity derivative losses and $24.0 million of higher income tax expense. For the three months ended March 31, 2024, Adjusted EBITDA was $135.1 million, comparable to fourth quarter 2023 Adjusted EBITDA of $134.9 million.
3
As of March 31, 2024, the Company had $860.0 million principal value of total debt outstanding (comprised of $260.0 million drawn on Sitio's revolving credit facility and $600.0 million of senior unsecured notes) and liquidity of $601.7 million, including $11.7 million of cash and $590.0 million of remaining availability under its $850.0 million credit facility.
Sitio did not add to or extinguish any of its commodity swaps or collars during the first quarter of 2024. A summary of the Company's existing commodity derivative contracts as of March 31, 2024 is included in the table below.
|
|
Oil (NYMEX WTI) |
|
|||||
|
|
2024 |
|
|
1H25 |
|
||
Swaps |
|
|
|
|
|
|
||
Bbl per day |
|
|
3,300 |
|
|
|
1,100 |
|
Average price ($/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 |
|
4
RETURN OF CAPITAL
The Company's Board of Directors declared a cash dividend of $0.41 per share of Class A Common Stock with respect to the first quarter of 2024. The dividend is payable on May 31, 2024 to the stockholders of record at the close of business on May 21, 2024. During the first quarter of 2024, the Company repurchased 545,527 shares of Class A Common Stock at an average price of $23.77 per share, representing 11% of Pro Forma Discretionary Cash Flow, or $0.08 per share used for stock repurchases. In total, Sitio's return of capital for the first quarter of 2024 is $0.49 cents per share of Class A Common Stock based on a payout ratio of 65% of Pro Forma Discretionary Cash Flow, which includes Discretionary Cash Flow for the three months ended March 31, 2024 for the DJ Basin Acquisition.
In April of 2024, the Company repurchased approximately 2.0 million shares, comprised of approximately 60% Class A Common Stock and 40% OpCo Units (associated Class C Common Stock was retired) from two of the largest non-sponsor Class C holders (the "April 2024 Negotiated Share Repurchase"). This transaction impacts the number of shares receiving a dividend with respect to the first quarter of 2024 since this repurchase occurred prior to the May 21, 2024 record date of the dividend declared for the first quarter of 2024.
FIRST QUARTER 2024 EARNINGS CONFERENCE CALL
Sitio will host a conference call at 8:30 a.m. Eastern on Thursday, May 9, 2024 to discuss its first quarter 2024 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 994633, or by webcast at https://events.q4inc.com/attendee/623060425. Participants may also pre-register for the event via the following link: https://www.netroadshow.com/events/login?show=f9a4bca4&confId=62882. The conference call, live webcast and replay 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 2024 Energy & Climate Technology Conference on May 14, 2024, RBC Global Energy, Power and Infrastructure Conference on June 4, 2024, Stifel 2024 Cross Sector Insight Conference on June 5, 2024, BofA Energy Credit Conference on June 5, 2024, and the JP Morgan Energy, Power and Renewables Conference on June 17 -18, 2024. Presentation materials associated with these events will be accessible through the Investor Relations section of Sitio's website at www.sitio.com.
5
FINANCIAL RESULTS
Production Data
|
|
Three Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Production Data: |
|
|
|
|
|
|
||
Crude oil (MBbls) |
|
|
1,662 |
|
|
|
1,589 |
|
Natural gas (MMcf) |
|
|
5,016 |
|
|
|
5,435 |
|
NGLs (MBbls) |
|
|
719 |
|
|
|
605 |
|
Total (MBoe)(6:1) |
|
|
3,217 |
|
|
|
3,100 |
|
Average daily production (Boe/d)(6:1) |
|
|
35,349 |
|
|
|
34,440 |
|
Average Realized Prices: |
|
|
|
|
|
|
||
Crude oil (per Bbl) |
|
$ |
76.60 |
|
|
$ |
74.10 |
|
Natural gas (per Mcf) |
|
$ |
1.15 |
|
|
$ |
2.70 |
|
NGLs (per Bbl) |
|
$ |
20.71 |
|
|
$ |
21.75 |
|
Combined (per Boe) |
|
$ |
46.00 |
|
|
$ |
46.96 |
|
Average Realized Prices After Effects of Derivative Settlements: |
|
|
|
|
|
|
||
Crude oil (per Bbl) |
|
$ |
77.62 |
|
|
$ |
77.14 |
|
Natural gas (per Mcf) |
|
$ |
1.53 |
|
|
$ |
2.90 |
|
NGLs (per Bbl) |
|
$ |
20.71 |
|
|
$ |
21.75 |
|
Combined (per Boe) |
|
$ |
47.12 |
|
|
$ |
48.87 |
|
Selected Expense Metrics
|
|
Three Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Severance and ad valorem taxes |
|
|
8.1 |
% |
|
|
7.2 |
% |
Depreciation, depletion and amortization ($/Boe) |
|
$ |
23.72 |
|
|
$ |
21.86 |
|
General and administrative ($/Boe) |
|
$ |
4.04 |
|
|
$ |
3.77 |
|
Cash G&A ($/Boe) |
|
$ |
2.40 |
|
|
$ |
1.97 |
|
Pro forma Cash G&A ($/Boe)(10) |
|
$ |
2.23 |
|
|
$ |
1.97 |
|
Interest expense, net ($/Boe) |
|
$ |
5.75 |
|
|
$ |
7.16 |
|
(10) Includes production from the DJ Basin Acquisition as if it was owned on January 1, 2024
6
Condensed Consolidated Balance Sheets
(In thousands except par and share amounts)
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
. |
|
(Unaudited) |
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
11,746 |
|
|
$ |
15,195 |
|
Accrued revenue and accounts receivable |
|
|
113,575 |
|
|
|
107,347 |
|
Prepaid assets |
|
|
5,549 |
|
|
|
12,362 |
|
Derivative asset |
|
|
8,080 |
|
|
|
19,080 |
|
Total current assets |
|
|
138,950 |
|
|
|
153,984 |
|
|
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
||
Oil and natural gas properties, successful efforts method: |
|
|
|
|
|
|
||
Unproved properties |
|
|
2,622,570 |
|
|
|
2,698,991 |
|
Proved properties |
|
|
2,451,708 |
|
|
|
2,377,196 |
|
Other property and equipment |
|
|
3,791 |
|
|
|
3,711 |
|
Accumulated depreciation, depletion, amortization, and impairment |
|
|
(574,849 |
) |
|
|
(498,531 |
) |
Total property and equipment, net |
|
|
4,503,220 |
|
|
|
4,581,367 |
|
|
|
|
|
|
|
|
||
Long-term assets |
|
|
|
|
|
|
||
Deposits for property acquisitions |
|
|
15,000 |
|
|
|
— |
|
Long-term derivative asset |
|
|
797 |
|
|
|
3,440 |
|
Deferred financing costs |
|
|
10,419 |
|
|
|
11,205 |
|
Operating lease right-of-use asset |
|
|
5,655 |
|
|
|
5,970 |
|
Other long-term assets |
|
|
2,807 |
|
|
|
2,835 |
|
Total long-term assets |
|
|
34,678 |
|
|
|
23,450 |
|
|
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
4,676,848 |
|
|
$ |
4,758,801 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
39,499 |
|
|
$ |
30,050 |
|
Operating lease liability |
|
|
1,721 |
|
|
|
1,725 |
|
Total current liabilities |
|
|
41,220 |
|
|
|
31,775 |
|
|
|
|
|
|
|
|
||
Long-term liabilities |
|
|
|
|
|
|
||
Long-term debt |
|
|
848,833 |
|
|
|
865,338 |
|
Deferred tax liability |
|
|
255,705 |
|
|
|
259,870 |
|
Non-current operating lease liability |
|
|
5,090 |
|
|
|
5,394 |
|
Other long-term liabilities |
|
|
1,150 |
|
|
|
1,150 |
|
Total long-term liabilities |
|
|
1,110,778 |
|
|
|
1,131,752 |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
1,151,998 |
|
|
|
1,163,527 |
|
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Class A Common Stock, par value $0.0001 per share; 240,000,000 shares authorized; 82,636,109 and 82,451,397 shares issued and 82,090,582 and 82,451,397 outstanding at March 31, 2024 and December 31, 2023, respectively |
|
|
8 |
|
|
|
8 |
|
Class C Common Stock, par value $0.0001 per share; 120,000,000 shares authorized; 74,829,822 and 74,965,217 shares issued and 74,803,685 and 74,939,080 outstanding at March 31, 2024 and December 31, 2023, respectively |
|
|
8 |
|
|
|
8 |
|
Additional paid-in capital |
|
|
1,760,949 |
|
|
|
1,796,147 |
|
Accumulated deficit |
|
|
(179,270 |
) |
|
|
(187,738 |
) |
Class A Treasury Shares, 545,527 and 0 shares at March 31, 2024 and December 31, 2023, respectively |
|
|
(13,057 |
) |
|
|
— |
|
Class C Treasury Shares, 26,137 and 26,137 shares at March 31, 2024 and December 31, 2023, respectively |
|
|
(677 |
) |
|
|
(677 |
) |
Noncontrolling interest |
|
|
1,956,889 |
|
|
|
1,987,526 |
|
Total equity |
|
|
3,524,850 |
|
|
|
3,595,274 |
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND EQUITY |
|
$ |
4,676,848 |
|
|
$ |
4,758,801 |
|
7
Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
|
|
Three Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Revenues: |
|
|
|
|
|
|
||
Oil, natural gas and natural gas liquids revenues |
|
$ |
147,971 |
|
|
$ |
145,554 |
|
Lease bonus and other income |
|
|
3,420 |
|
|
|
5,272 |
|
Total revenues |
|
|
151,391 |
|
|
|
150,826 |
|
|
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Depreciation, depletion and amortization |
|
|
76,318 |
|
|
|
67,763 |
|
General and administrative |
|
|
13,011 |
|
|
|
11,676 |
|
Severance and ad valorem taxes |
|
|
12,026 |
|
|
|
10,459 |
|
Total operating expenses |
|
|
101,355 |
|
|
|
89,898 |
|
|
|
|
|
|
|
|
||
Net income from operations |
|
|
50,036 |
|
|
|
60,928 |
|
|
|
|
|
|
|
|
||
Other income (expense): |
|
|
|
|
|
|
||
Interest expense, net |
|
|
(18,510 |
) |
|
|
(22,203 |
) |
Change in fair value of warrant liability |
|
|
— |
|
|
|
2,358 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
(783 |
) |
Commodity derivatives gains (losses) |
|
|
(10,050 |
) |
|
|
14,763 |
|
Interest rate derivatives losses |
|
|
— |
|
|
|
(160 |
) |
Net income before taxes |
|
|
21,476 |
|
|
|
54,903 |
|
|
|
|
|
|
|
|
||
Income tax expense |
|
|
(2,784 |
) |
|
|
(7,184 |
) |
|
|
|
|
|
|
|
||
Net income |
|
|
18,692 |
|
|
|
47,719 |
|
Net income attributable to noncontrolling interest |
|
|
(10,224 |
) |
|
|
(25,066 |
) |
Net income attributable to Class A stockholders |
|
$ |
8,468 |
|
|
$ |
22,653 |
|
|
|
|
|
|
|
|
||
Net income per Class A common share |
|
|
|
|
|
|
||
Basic |
|
$ |
0.10 |
|
|
$ |
0.28 |
|
Diluted |
|
$ |
0.10 |
|
|
$ |
0.28 |
|
|
|
|
|
|
|
|
||
Weighted average Class A common shares outstanding |
|
|
|
|
|
|
||
Basic |
|
|
82,404 |
|
|
|
80,178 |
|
Diluted |
|
|
82,404 |
|
|
|
80,178 |
|
8
Unaudited Condensed Consolidated Statements of Cash Flow
(In thousands)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
18,692 |
|
|
$ |
47,719 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation, depletion and amortization |
|
|
76,318 |
|
|
|
67,763 |
|
Amortization of deferred financing costs and long-term debt discount |
|
|
1,294 |
|
|
|
1,345 |
|
Share-based compensation |
|
|
5,104 |
|
|
|
4,684 |
|
Change in fair value of warrant liability |
|
|
— |
|
|
|
(2,358 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
783 |
|
Commodity derivative (gains) losses |
|
|
10,050 |
|
|
|
(14,763 |
) |
Net cash received for commodity derivative settlements |
|
|
3,593 |
|
|
|
5,932 |
|
Interest rate derivative losses |
|
|
— |
|
|
|
160 |
|
Net cash paid for interest rate derivative settlements |
|
|
— |
|
|
|
(39 |
) |
Deferred tax (benefit) expense |
|
|
(4,238 |
) |
|
|
2,751 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
||
Accrued revenue and accounts receivable |
|
|
(6,228 |
) |
|
|
14,951 |
|
Prepaid assets |
|
|
6,813 |
|
|
|
(772 |
) |
Other long-term assets |
|
|
343 |
|
|
|
321 |
|
Accounts payable and accrued expenses |
|
|
9,295 |
|
|
|
598 |
|
Operating lease liabilities and other long-term liabilities |
|
|
(296 |
) |
|
|
(250 |
) |
Net cash provided by operating activities |
|
|
120,740 |
|
|
|
128,825 |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of oil and gas properties, net of post-close adjustments |
|
|
1,909 |
|
|
|
1,180 |
|
Deposits for property acquisitions |
|
|
(15,000 |
) |
|
|
— |
|
Other, net |
|
|
(167 |
) |
|
|
(19 |
) |
Net cash provided by (used in) investing activities |
|
|
(13,258 |
) |
|
|
1,161 |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Borrowings on credit facilities |
|
|
59,000 |
|
|
|
323,000 |
|
Repayments on credit facilities |
|
|
(76,000 |
) |
|
|
(346,000 |
) |
Repayments on 2026 Senior Notes |
|
|
— |
|
|
|
(11,250 |
) |
Debt issuance costs |
|
|
(48 |
) |
|
|
(7,015 |
) |
Distributions to noncontrolling interest |
|
|
(38,157 |
) |
|
|
(49,206 |
) |
Dividends paid to Class A stockholders |
|
|
(41,950 |
) |
|
|
(48,107 |
) |
Dividend equivalent rights paid |
|
|
(362 |
) |
|
|
(25 |
) |
Repurchases of Class A Common Stock |
|
|
(12,668 |
) |
|
|
— |
|
Cash paid for taxes related to net settlement of share-based compensation awards |
|
|
(746 |
) |
|
|
(44 |
) |
Net cash used in financing activities |
|
|
(110,931 |
) |
|
|
(138,647 |
) |
|
|
|
|
|
|
|
||
Net change in cash and cash equivalents |
|
|
(3,449 |
) |
|
|
(8,661 |
) |
Cash and cash equivalents, beginning of period |
|
|
15,195 |
|
|
|
18,818 |
|
Cash and cash equivalents, end of period |
|
$ |
11,746 |
|
|
$ |
10,157 |
|
|
|
|
|
|
|
|
||
Supplemental disclosure of non-cash transactions: |
|
|
|
|
|
|
||
Decrease in current liabilities for additions to property and equipment: |
|
$ |
(87 |
) |
|
$ |
(5 |
) |
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for income taxes: |
|
$ |
11 |
|
|
$ |
550 |
|
Cash paid for interest expense: |
|
|
5,180 |
|
|
|
19,515 |
|
9
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) loss on debt extinguishment, (i) merger-related transaction costs and (j) write off of financing costs.
We define Pro Forma Adjusted EBITDA as Adjusted EBITDA plus DJ Basin Acquisition EBITDA from January 1, 2024 to March 31, 2024 that is not included in Adjusted EBITDA for the three months ended March 31, 2024.
We define Discretionary Cash Flow as Adjusted EBITDA, less cash and accrued interest expense and estimated cash taxes.
We define Pro Forma Discretionary Cash Flow as Discretionary Cash Flow plus DJ Basin Acquisition Discretionary Cash Flow from January 1, 2024 to March 31, 2024 that is not included in Discretionary Cash Flow for the three months ended March 31, 2024.
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 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net income |
|
$ |
18,692 |
|
|
$ |
47,719 |
|
Interest expense, net |
|
|
18,510 |
|
|
|
22,203 |
|
Income tax expense |
|
|
2,784 |
|
|
|
7,184 |
|
Depreciation, depletion and amortization |
|
|
76,318 |
|
|
|
67,763 |
|
EBITDA |
|
$ |
116,304 |
|
|
$ |
144,869 |
|
Non-cash share-based compensation expense |
|
|
5,104 |
|
|
|
4,684 |
|
Losses (gains) on unsettled derivative instruments |
|
|
13,643 |
|
|
|
(8,710 |
) |
Change in fair value of warrant liability |
|
|
— |
|
|
|
(2,358 |
) |
Loss on debt extinguishment |
|
|
— |
|
|
|
783 |
|
Merger-related transaction costs |
|
|
56 |
|
|
|
779 |
|
Adjusted EBITDA |
|
$ |
135,107 |
|
|
$ |
140,047 |
|
DJ Basin Acquisition EBITDA |
|
|
8,550 |
|
|
|
— |
|
Pro Forma Adjusted EBITDA |
|
$ |
143,657 |
|
|
$ |
140,047 |
|
10
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 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flow from operations |
|
$ |
120,740 |
|
|
$ |
128,825 |
|
Interest expense, net |
|
|
18,510 |
|
|
|
22,203 |
|
Income tax expense |
|
|
2,784 |
|
|
|
7,184 |
|
Deferred tax benefit (expense) |
|
|
4,238 |
|
|
|
(2,751 |
) |
Changes in operating assets and liabilities |
|
|
(9,927 |
) |
|
|
(14,848 |
) |
Amortization of deferred financing costs and long-term debt discount |
|
|
(1,294 |
) |
|
|
(1,345 |
) |
Merger-related transaction costs |
|
|
56 |
|
|
|
779 |
|
Adjusted EBITDA |
|
$ |
135,107 |
|
|
$ |
140,047 |
|
Less: |
|
|
|
|
|
|
||
Cash and accrued interest expense |
|
|
17,210 |
|
|
|
19,515 |
|
Estimated cash taxes |
|
|
8,375 |
|
|
|
550 |
|
Discretionary Cash Flow |
|
$ |
109,522 |
|
|
$ |
119,982 |
|
DJ Basin Acquisition Discretionary Cash Flow |
|
|
8,550 |
|
|
|
— |
|
Pro Forma Discretionary Cash Flow |
|
$ |
118,072 |
|
|
$ |
119,982 |
|
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 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
General and administrative expense |
|
$ |
13,011 |
|
|
$ |
11,676 |
|
Less: |
|
|
|
|
|
|
||
Non-cash share-based compensation expense |
|
|
5,104 |
|
|
|
4,684 |
|
Merger-related transaction costs |
|
|
56 |
|
|
|
779 |
|
Rental income |
|
|
141 |
|
|
|
106 |
|
Cash G&A |
|
$ |
7,710 |
|
|
$ |
6,107 |
|
11
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 260,000 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 the Company's expected results of operations, cash flows, financial position and future dividends; as well as certain 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 Ukraine by Russia, the conflict in the Israel-Gaza region and continued hostilities in the Middle East including increased tensions with Iran, 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, 2023 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.
IR contact:
Ross Wong
(720) 640–7647
IR@sitio.com
12
Document and Entity Information |
May 08, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001949543 |
| Document Type | 8-K |
| Document Period End Date | May 08, 2024 |
| Entity Registrant Name | SITIO ROYALTIES CORP. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-41585 |
| Entity Tax Identification Number | 88-4140242 |
| Entity Address, Address Line One | 1401 Lawrence Street |
| Entity Address, Address Line Two | Suite 1750 |
| Entity Address, City or Town | Denver |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80202 |
| City Area Code | (720) |
| Local Phone Number | 640-7620 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, par value $0.0001 per share |
| Trading Symbol | STR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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