DEC - NYSE

Greetings. Welcome to Diversified Energy's 2024 Final Results. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Douglas Kris, Senior Vice President, Investor Relations and Corporate Communications. Thank you, sir. You may begin.

Good morning, and thank you, everyone, for joining us today, and welcome to our year-end 2024 results conference call. With me here today are Diversified's Founder and CEO, Rusty Hutson, and President and CFO, Brad Gray. Before we get started, I will remind everyone that the remarks on the call today reflect the financial and operational outlook as of March 17, 2025. These outlooks entail assumptions and expectations that involve risks and uncertainties. A discussion of these risks and uncertainties can be found in our regulatory filings. During this call, we also reference certain non-GAAP and non-IFRS financial measures. All of our disclosures around those items are found in our earnings materials on our website and on our regulatory filings. I will now turn the call over to Rusty.

Thank you, Doug, and thank you all for joining the call today. Before I start my prepared remarks, I want to highlight and emphasize that we have significantly strengthened our company during the past year. I appreciate the tremendous efforts of our employees to deliver outstanding results and position Diversified for an exciting future. I'm confident that our presentation will reinforce my excitement. For those of you following along with our year end 2024 results slide deck, which we posted to our IR website this morning, I will cover a few slides and then turn the call over to Brad to discuss a few highlights from our financial results. After Brad, I will provide some additional thoughts on our transformational Maverick acquisition and initial guidance for our powerful path forward in 2025, before opening the call for your questions. I'll start on Slide 3. We are a differentiated energy producer that seeks to optimize existing long-life and often overlooked and undervalued U.S. energy assets. We seek to drive shareholder returns in a unique way by minimizing traditional E&P risks, by optimizing our low-decline production, and by being good stewards of our capital while driving meaningful and consistent cash flow. Our results reflect our continued focus on building a strategic resilient energy producer. We believe we are the champion of the PDP subsector within the Upstream E&P space. We are the one and only publicly traded company executing this strategy, offering investors a vehicle to invest in a similar fashion to the private equity PDP roll-up strategy. Importantly, compared to those private entities, Diversified offers unique value creation attributes, which provide us with a competitive advantage. With our large operational scale, vertical integration, and corporate infrastructure that leverages a leading technology platform, we have a proven process of integration that allows us to streamline and capture meaningful synergies. We have executed that playbook 27 times over the past seven years and we look forward to accomplishing that again for the transformational Maverick Natural Resources acquisition that we just announced closing on Friday, and over the past 12 months, we have executed over $2 billion in acquisitions during an advantageous pricing environment. We remain focused on building a portfolio of assets through value-accretive transactions while simultaneously unlocking hidden value through our unique operational framework, strategic development partnerships, and growing adjacent business segments including coal mine methane. With the combination of maturing assets and M&A activity leading to growth-oriented E&P's recycling capital through divestment of assets, in many cases mature producing assets, there remains an ample opportunity for Diversified's continued growth. Additionally, given our industry-wide reputation in the current upstream market dynamic of E&P's making acquisitions to backfill and expand undeveloped inventory, Diversified provides a creative and actionable solution as a PDP partner in a joint acquisition. We have been steadfast in executing our strategy since our IPO, driving strong financial and operational performance. The right company right time mindset for the type of assets we manage, delivers consistent free cash flow and returns to shareholders and serves a fundamental role in sustaining the U.S. energy markets. Turning to Slide 5. Throughout the year, we have talked about our focus on four key deliverables, systematic debt reduction, returning capital to shareholders through dividend distributions and through share repurchases, and growing the company through accretive and strategic acquisitions. You can see here, we have delivered on the promise we made one year ago and our progress in 2024 is detailed on this slide. Debt principal reduction totaled approximately $205 million in 2024. Additionally, we returned approximately $105 million to shareholders in the form of dividends and approximately $20 million in strategic share repurchases, and we did this while continuing to focus on our growth initiatives with approximately $2 billion in announced acquisitions inclusive of the recently closed Summit and Maverick acquisitions. We maintain flexibility in our capital allocation strategy to ensure we deploy capital to the highest value opportunities. Additionally, we will actively execute a regimented share repurchase program when we believe there is market dislocation and the shares are undervalued. Importantly, we believe those conditions currently exist in our shares and intend to be very active with our share repurchase program. Taken together, we believe our capital allocation strategy balances investment in the business and growth initiatives while enabling a tangible shareholder return framework, all of which creates long-term value for our stakeholders and we will remain focused on these key strategic pillars. Turning to Slide 6. You can see here, a very consistent average cash margin of over 50% since our IPO. This is something that we frequently highlight. These high cash margins are the result of our differentiated operations including high capital efficiency and an effective hedging program. In addition, our proven track record of strategic bolt-on acquisitions has both increased our scale and positively impacted our per unit cost, which also contributes to our high cash margins. Notably, whether we are making a $1.3 billion acquisition or a $40 million acquisition, we are constantly reviewing those opportunities to see where we can capture value that others can't see. Most recently with our Summit Resources acquisition, we acquired some very strategic Appalachian pipeline infrastructure that will now allow us to gain further access to Transco

Thank you, Rusty. It's an honor to be here with you as we share our annual results for the eighth consecutive year of growth since our IPO. The results from the last eight years have been a testament to the successful strategy you created to be the champion of PDP assets as well as to the great teamwork of our dedicated team of professionals. So let me share some highlights of our [technical difficulty] operational results for the year. Our average net daily production came in at approximately 790 million cubic feet equivalent per day and our December exit rate averaging over 860 million, with over 50% of our produced volumes now being generated in our central region. Since May of 2021, in just three short years, we have diversified the production base and have put the company in a great position to participate in both LNG exports and data center energy needs while continuing to supply energy to our local communities and our commercial customers. Total revenue for the year was approximately $950 million and our adjusted EBITDA was $472 million, which represents an approximate 50% adjusted EBITDA margin and a seven-year continuation of our 50% plus cash margins. Over the last three years, our total revenue inclusive of our hedges has been approximately $1 billion annually, which I believe shows consistency and reliability in our financial results. Free cash flow for the year came in at $211 million and our net debt stood at approximately $1.6 billion. Notably, we retired $205 million in amortizing principal payments during the past year, which represented almost 13% of our outstanding debt, which does include both ABS and RBL. In summary, the strong execution of our strategy from all of our teams during the year delivered our positive results, enabling strong free cash flow generation and allowing us to continue to prioritize returning capital to shareholders and paying down debt. Moving to Slide 9. As we've discussed previously, our strategy has been to buy good assets, implement our operating procedures and processes to improve operational and environmental performance, and ultimately get more out of the assets because of our focus and scale, which generates significant value to the stakeholders of our company. Optimization in the field comes from our proprietary Smarter Asset Management program, where we focus our daily priorities on improving production and driving cost efficiencies in all of our operations. Whether these Smarter Asset Management efforts are focused on optimizing our producing assets or on vertically integrating operations or eliminating unnecessary spending, the objective is the same, to increase revenue, reduce cost, and thus improve our cash margins. Notably, during the higher inflationary environment we experienced over the last few years, we have reduced cost and saved over 9% versus what the inflation-adjusted cost might have been. This cost leverage further demonstrates the power of our platform and operating philosophy, it truly is a unique and competitive advantage. Over the past eight years, we have built an infrastructure platform to harness the power of vertical integration, scale, and best-in-class technology. We have also built an operational culture within our organization, with both our teams in the field and the corporate office both focused on winning, and an important part of our winning language is the following acronym, GSD, which stands for Get Stuff Done. Moving on to Slide 10. Last fall, we introduced our expansion into coal mine methane capture and the sale of environmental credits, which has started to contribute to the business' free cash flow. And in January, we announced the strategic acquisition of the Summit Natural Resources Assets, which further enhances this adjacent business segment and adds to our coal mine methane portfolio. We believe there is a tremendous opportunity to grow this cash flow stream and we anticipate over 300% growth in free cash flow from coal mine methane revenue and the environmental -- associated environmental credits over the next 24 months, and we look forward to reporting more on this segment in the coming periods. Now turning to Slide 11. Last week, we announced an exciting partnership with FuelCell Energy and TESIAC to address the critical need of powering data centers with a reliable cost-effective and net zero solution. The collaboration will leverage our existing natural gas and coal mine methane as the fuel source of choice for FuelCell Energy's innovative low-emission and onsite power generation. Given our well-established operational footprint within the Appalachia region, we will also utilize our midstream infrastructure, and with FuelCell's micro grid capabilities, we can provide reliable baseload power for the rapidly expanding data center sector within the Southern Appalachia region. Our collaborative efforts have identified several projects and we are working on plans in Virginia, West Virginia, and Kentucky. Whether these off-grid power generation projects are greenfield or brownfield opportunities, or existing facilities seeking incremental capacity, our belief is that this partnership can execute quickly and efficiently with a compelling package solution to meet the power needs for the growing industry of data centers. We anticipate providing more details on these opportunities in the coming quarters. Turning to Slide 12 now. We continue to believe our share price is undervalued and has been impacted by macro headwinds that are not connected with industry fundamentals or our company's consistent and compelling performance. Based upon the EV to EBITDA metrics where we have historically traded and compared to the multiples of our natural gas peers, we strongly believe there is a real opportunity to re-rate our shares as we continue to see more U.S. Investor engagement from our New York Stock Exchange listing, which also includes -- which also features inclusion in the Russell 2000 Index. With a number of near-term catalysts on the horizon, including the integration of Maverick with meaningful identified and quantified synergies, the unlocking of additional hidden acreage value, our emerging coal mine methane opportunity, and the continually consolidating landscape of North American operators, we believe there's a meaningful shareholder value to be captured as a share season and re-rate. It's worth noting that one of our capital allocation pillars is strategic share repurchases. Last year, at this same time period, we took advantage of the market dislocation and valuation to repurchase over $20 million worth of shares. With that, I'll turn the presentation back to Rusty for some comments on our Maverick acquisition.

Thanks, Brad. Let me provide a couple of thoughts on our Maverick acquisition with Slides 14 through 18, and how we believe the combined company will look in the coming year before we take questions. Turning to Slide 14. This acquisition has the potential to create significant value over and above the purchase price through the combination of high-quality assets with our proven competitive operating model, which leverages operational focus and expertise, scale vertical integration, and technology. We are acquiring liquids-rich exposure to premium markets that will help drive top-line revenue, adding Maverick production, which averaged 59,000 barrels of oil equivalent per day with a commodity split between 34% oils, 24% NGLs, and 42% natural gas, further expanding our exposure to premium oil and LNG opportunities. The combined company will continue to maintain an enviable peer-leading low decline production profile of approximately 10% with an added resource of total proved reserves on a PV10 basis of $2.1 billion. Maverick adds nearly 1 million acres with the combined assets creating a multi-basin portfolio with size and scale while also providing our entry to the Permian, where we can now apply our proven consolidation and operating model. Very importantly, we have the asset density to position Diversified as the premier operator in the Western Anadarko Basin in Oklahoma. By remaining disciplined, we have made a powerful step forward, meaningfully growing our company by acquiring value-accretive, reliable PDP assets, and consistent cash flow at an approximate PV-19 value and 3.3 times EBITDA multiple. This transaction brings us solid assets at an accretive value. We believe there are multiple sources of significant value creation from the high-level metrics achieved from this acquisition. The acquisition expands the combined company's footprint to five core-operated basins and increases density while growing production to approximately 1.2 BCF or billion cubic feet of gas equivalent per day based upon historic figures, while still maintaining a peer-leading 10% annual production decline rate for our PDP reserves. Revenues of the combined company are increasing almost 100% as compared to our standalone 2024 results. It's worth noting that these immediate transaction benefits are before giving any value to the multiple avenues for upside including additional strategic bolt-on and tuck-in acquisitions, strategically monetizing undeveloped acreage, implementing targeted synergies, and leveraging joint development agreements to accelerate additional value creation. Turning to Slide 15. This acquisition creates significant asset density in Oklahoma and we are very excited about this aspect. As a result of this acquisition, we have a great opportunity to become the premier operator in the Western Anadarko Basin. Some of those attributes include a combined acreage footprint that is the largest acreage position in the Western Anadarko Basin at approximately 1.2 million acres, combined production at approximately 54,000 barrels of oil equivalent per day, and exposure to the emerging Cherokee play, creating organic growth opportunities with development partnerships. We intend to utilize our experienced employees, institutional knowledge, and commercial relationships to become a dominant force in the Oklahoma market. As you can see on the bottom left corner, the resulting diversified and Maverick combination creates the top producer in the basin and while only slightly ahead of the number two, we are materially larger than the rest of the players in the region. Additionally, the map shown on this page creates a powerful picture of the significant acreage position resulting from this acquisition. As we have demonstrated over the past few years, our talented land teams have proven experience to help us optimize revenue generation from our acreage positions. Turning to Slide 16. We have multiple drivers of cash flow growth. The Combined Company will benefit from a low-decline production profile, commodity diversification, a disciplined hedging program, and the potential for additional upside from anticipated operational and administrative synergies with this acquisition. As a result, you can see on the chart to the right of this page that the 2025 guidance for combined free cash flow totaled $420 million and is an approximate 200% uplift to Diversified's standalone results. Turning to Slide 17. In addition to the high-quality developed assets we are adding to our portfolio, there's also room for attractive undeveloped optionality. For example, we see the opportunity for a variety of options with our expanding -- expanded acreage position. A few of these opportunities are as follows; a high return capital deployment option that will supplement our acquisitions due to significant undeveloped acreage position including a meaningful position in the emerging and exciting Cherokee Play, an established joint development opportunity with an experienced Oklahoma operator that will generate revenues from our non-operated working interests, potential for additional accretive undeveloped acreage sales, and retaining industry-leading capital intensity rates of approximately 70% lower than the peer average. Turning to Slide 18. We have a proven approach and ability to identify and achieve synergies in our acquisitions. Our stewardship operating model supported by our smarter asset management practices is all about optimizing the assets we acquire through production enhancements and expense efficiency. We use every lever at our disposal to increase cash margins, returns, and free cash flow from our investments. With this acquisition, we will accelerate synergies as a result of increasing asset density in field operations, integrating Processes and Systems into our OneDEC platforms, and consolidating applicable corporate functions. Turning to Slide 20. In 2024, we delivered on our commitment to return capital to shareholders with $105 million in dividends and share repurchases announced year to date. As we look forward, we are excited to introduce some initial guidance thoughts on the combined business for the full year 2025. With over 1 bcf of production and potentially more than doubling the free cash flow compared to Diversified on a standalone basis, the company is positioned on a path that creates a unique and compelling investment opportunity. Our strategic focus is also on adding adjacent businesses and cash flow streams to the Diversified portfolio, which started with our next-level well retirement business and continues with unlocking value from undeveloped acreage, and now our coal mine methane capture opportunities. This new initiative truly aligns Diversified as the right company at the right time, enabling us to deliver reliable natural gas produced with an improvement in the environmental impact. Our newly inked partnership puts us in a highly advantageous position to potentially tap the growing data center power market. Every industry subsector needs a standout or go-to investment, which usually has several strategic advantages to its business model. Today, as the only publicly traded PDP-focused company, we believe Diversified is their winning investment and has a distinct opportunity to grow our business and re-rate the shares. We are excited about the prospect of transforming the valuation of the business through continued execution of our strategy and we thank our shareholders for their continued support. Before I turn the call over to the operator for Q&A, I'd like to take a minute to recognize our employees for their outstanding achievements and contributions during the year. Without their excellent work in the field and in the corporate office, these results would not be achievable. With that, I'd like to turn it over to the operator for the Q&A portion of today's call. Operator?

[Operator Instructions] And our first question is coming from the line of Bert Donnes with Truist Securities. Please proceed with your questions.

Hi, good morning, team. Great update. My first question is on the macro. A few of your peers have used 4Q earnings to kind of shake up their plans, focus on growth through the drill bit, just want to get your thoughts there. Is organic growth in the plans? Do you maybe still see low-cost PDP acquisitions making the most sense or maybe how do you weigh those options just plowing all free cash flow back into share repurchases?

Great question. No, we still see our business -- we have the non-operated working interest participation that we are acquiring through the Maverick transaction and we will invest in that. But really our goal is to continue to grow the business through acquisition -- on accretive acquisitions. We feel like that there's a lot of opportunity for that still in the market and we've set ourselves up to be able to take advantage of those as we move forward. The one thing that -- even with this acquisition and the fact that we're picking up a non-operated JV, our business model hasn't changed, Bert, and that is, we're going to grow our business through accretive acquisitions and we're not going to change who we are and what we do.

Make sense. Thank you. And then, maybe the second question is on the data center project JV. It looks like you've got pretty solid group of experts for each role in that build-out, and I know it's super early, but just wondering if you could maybe elaborate on how the cash flows come back to Diversified. I would imagine you're going to get revenues from selling the gas, you probably get some sort of coal mine methane if it's applicable to those volumes, and then there's probably some discussion on a hydrogen credit. So I just didn't know if -- is that being split among all parties? Do you maybe carve out one for you and one for the other guys or just any details on how those revenues net back to diversified? Thanks.

Yes. Hi, Bert, this is Brad. You answered the question pretty well yourself with the elements. But specifically as it relates to the splits of each of the projects that we're looking at, we have not developed those splits at this time. But I think an important point that you made is that these projects do have the ability to stack multiple revenue streams and we see that as very positive. And clearly, I will provide specific response to one. We will definitely be selling the gas to the project. And we do have the energy and that puts us in a unique spot with these projects that we are looking at and the locations is we do have the energy source. So we're very confident about our ability here to execute on these.

Perfect. Great update, guys. Thanks.

Thank you.

Thank you. Our next question is from the line of Tim Rezvan with KeyBanc Capital Markets. Please proceed with your questions.

Good morning folks, and thank you for taking my questions. I was intrigued by the prepared comments about repurchases and you all mentioning that you are leaning in given you see some volatility now. Given the hedges in place, providing pretty good lens on free cash flow for the year. I know you can't talk about how much you're buying now, but can you talk about what that capacity could be in terms of like what's left on the authorization and theoretically how much you could lean in if liquidity provides the option? Thanks.

Yes, that's a good question. We obviously have, I think repurchased about 3% of our 10% authorization from last year's annual general meeting approvals. So between today and the next AGM, which I believe is in early April, we still have approximately 7% under that authorization. So, you said it best. We feel that there's a dislocation. The value of our shares are have been impacted by a lot of macro events and things that nobody really has the ability to control. But we see our shares being at a level that would make a lot of sense to see some activity from us in a repurchasing program. So, and then at the AGM in April, we would - I think we would be looking for another 10% authorization. So yes, I think that's kind of where we would leave it at this point.

Okay. That's fair. Thank you. And then as my follow-up, in the news last week about the acquisition closing, you mentioned the CEO of Maverick, Rick Gideon will join as COO. Can you talk about kind of - I don't know how much of a deviation this is from kind of traditional strategy or kind of what adding that as formal COO role, will sort of do kind of for the company with the larger asset base. So just kind of curious your thoughts on that. Thank you.

Yes, no, I think he brings a unique skillset to our overall executive team. We've always had great leadership as it relates to operations. I mean that's apparent across the Board. I mean you've seen the way that the results from our operations over the last several years. But I think bringing someone in at the executive level that has multi base and experience with a lot of engineering background, has been at some larger companies and understands different ways of doing things, I think it's always great. I mean you bring people in and it helps to refresh, find new ways of doing things, add some additional leadership capabilities. So net-net just a great opportunity for us to kind of increase the bench strength across our executive management team.

Thanks for the comments.

Sure Tim.

Our next question is from the line of Tim Hurst-Brown with Tennyson Securities. Please proceed with your questions.

Hi guys, thanks for the call. I just had a quick question around the dividend. So the fixed dividend per share, if you put that on the enlarged share cap, is I think about $94 million a year and that plays against your free cash flow this year of $420 million [technical difficulty] So looks very well covered. Just wondering whether you got an update on what you said last year around dividend sustainability. So I think you're looking at three years or at least a minimum of three years on the back of the O2 deal. Has that moved on at all post Maverick? Thank you.

Yes, thank you Tim for that question. The one thing that we've been very clear on, I've tried to make it very clear over the last several times that we've had calls or we've had reach outs with investors. The dividend, the per share dividend is fixed. It's sustainable. I said three years last year and I got a lot of people asking was it only good for three years into the future? Don't worry about it. It's set and we feel like it's sustainable for a long extended period of time under our current business. And that's a fixed per share amount. So even with the additional shares that we've issued, the $1.16 I believe is fixed and sustainable for a long period of time.

Yes, Tim, I think you said it - Tim, this is Brad. I would just add to Rusty's comment there about being well covered. You're right. And we would agree with that. And we believe that that's - with the position and of a larger scalable company that we have now with this closing of Maverick that we're only - for our confidence is even stronger as we go forward.

That's great. Thank you.

Operator, are you still with us?

I'm trying. The next question is from the line of Sam Wahab with Peel Hunt. Please proceed with your question.

Thanks guys for taking my questions and congrats on a really strong set of results. I suppose we've already discussed this to a certain extent in terms of the free cash flow guidance of $420 million going into 2025. I was wondering if you could give a bit more color on the assumptions driving that. Obviously we know that synergies will be around $50 million and there will be an element of land sales in there. But just how we should be thinking about decline rates on the overall combined company just so we see how that moves from the $343 million up to the $420 million and also what sort of commodity price assumptions we should be putting into our models.

Yes. Hi Sam, thanks for the question. In regards to production declines, we've - in all of the information that we've shared since announcing Maverick, we've maintained that 10% corporate decline rate and we would - we believe that that's still the case going forward. So I would guide you to that. Clearly there'll be some additional newer production that's coming on through the JV, the CapEx that we're spending on the JV. So there's a component of production that'll be coming online with that. So that's where I would guide you on the production side.

Yes. The other couple things there I would say is that as it relates to pricing, obviously the strip is what the strip is our hedging strategy. We've been able to increase some of our prices through additional hedges in 2025. So there has been a price impact from that angle also. And so, that's where the probably some of the adjustments up that you've been able to see within the numbers.

Great, thank you.

Sure.

Thank you. The next question comes from the line of Simon Scholes with First Berlin. Please proceed with your questions.

Yes, good morning. Thanks for taking my questions. I've got three. First of all, I was wondering if you could tell us what unit LOE midstream and transport costs were in '24 for Maverick. Second, I was wondering if you could tell us in which line of the P&L you've booked the environmental credit sales. And third, I was wondering what the outlook for third party plugging is this year. I think there were some constraints last year, some bureaucratic constraints. I was just wondering if they've loosened up this year. So if there's any prospect of you getting anywhere near the number you did in '23.

I'll address the last question there on the plugging side, on the asset retirement. We do believe that there will be a pickup and we've already seen some through the first quarter on the third party asset retirement revenue that will offset the existing well plugging on our side. So we do believe that we'll get back to a closer to a normal number in 2025. So you can kind of draw some assumptions around that.

Yes. And Simon, this is Brad on your other two questions. We have not published any specific cost information related to Maverick. What we have talked about is the quantifiable and identified synergies that we'll be delivering with a combination of the strong position that we have in the Western Anadarko Basin and Western Oklahoma, as well as just the combination of the administrative functions within the company. And so as we move forward, now that we've got the acquisition closed and we start posting results on a combined basis those results will start blending in. From a synergy standpoint, we've provided you some guidance related to that and we would anticipate achieving those synergies on run rate basis annually by the end of the year. On the environmental credit question that we booked that in other revenue within our P&L. So it's just a component of that line item. And I think we stated at our year-end trading update that we booked approximately $8 million to $10 million of environmental credits in 2024.

Thank you. At this time, I'll turn the floor back to Rusty Hutson for closing remarks.

Well, thank you all for joining us today. As you can see, there are exciting times ahead for Diversified and we look forward to sharing our results as we move throughout the rest of the year. So thank you all for joining.