Good morning. My name is David, and I'll be your conference operator today. At this time, I would like to welcome everyone to Civitas Resources Fourth Quarter 2021 Earnings Conference Call. Today's conference is being recorded. [Operator Instructions].

Thank you. .

John Wren, you may begin your conference. .

Well, thank you, operator. Good morning, and welcome to Civitas' Fourth Quarter and Full Year 2021 Earnings Conference Call. I'm joined today by Ben Dell, Chairman and Interim CEO; Marianella Foschi, CFO; Matt Owens, COO; and other members of the executive management team..

Yesterday, we issued our earnings press release, filed our 10-K and posted a new investor presentation, all of which are available on the Investor Relations section of our website. Please be aware that on today's call we may make forward-looking statements.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from projections. Please read our full disclosures regarding forward-looking statements in our 10-K and other SEC filings..

On today's call, we may also refer to certain non-GAAP financial metrics. Reconciliations to certain non-GAAP metrics can be found in our earnings release and SEC filings as well..

I'll now turn the call over to Ben Dell. .

Thanks, John, and good morning, everyone. The fourth quarter was a transformational and highly successful one for Civitas as we closed the merger with Extraction and the acquisition of Crestone Peak on November 1 and began building the future of Civitas..

Before discussing our performance, I want to thank all the employees for their hard work over the last several months and diligently integrating the 3 companies and beating expectations on the first quarter as a combined company..

As Colorado's largest pure-play E&P and the first carbon-neutral E&P company on a Scope 1 and Scope 2 basis, we are very excited about the company's future. Civitas is leading the industry in executing on the new E&P business model.

We have a simple business model focused on optimizing the development of our high-quality assets, a relentless focus on costs, expanding our cash margins, protecting our balance sheet and returning excess cash flow generation to shareholders..

This is also being done with an acute awareness of our environmental footprint, which we continue to minimize. As we stated in conjunction with the closing of the mergers, we are firm believers in the value of disciplined consolidation..

On this note, we recently closed our acquisition of DJ Basin operator Bison Oil and Gas 2. While small, this acquisition is a perfect case study of the rigor and discipline that goes into our acquisition evaluation.

The Bison assets, which are expected to add an annualized average of 9,000 barrels of oil equivalent per day of oily high-margin contribution to our March to December 2022 production were required as a discount to PDP PV-12, and 1.6x 2022 estimated EBITDA in an all-cash transaction..

Civitas does not expect any additional G&A head count from this transaction, further highlighting the synergies and cost savings we're able to extract through consolidation. Civitas will integrate these assets under its carbon neutral policy, further reducing basin-wide net emissions..

On the ESG front, Civitas is committed to producing energy in the most responsible manner and will always strive to be a part of the solution for challenges faced by our communities. Civitas is a clear leader in the industry when it comes to emissions and tenancy.

We are very proud of our recently announced commitment to voluntarily plug 42 wells that were orphaned by previous operators in and around our operating areas in the Adams, Arapahoe, Elbert, Larimer, Broomfield and Weld Counties in Colorado. These wells represent roughly 10% of the 410 total orphaned wells in the state of Colorado right now..

Lastly, before I turn it over to Marianella, we're excited to follow through on our commitment to have an industry-leading shareholder return policy with the announcement of a $1.21 per share total quarterly dividend to be payable on March 30 to shareholders of record on March 18.

This is composed of our previously announced and paid $0.4625 per share base dividend and an inaugural variable dividend of $0.75 per share. This is one of the highest payout ratios in the industry and our current share price implies a top-tier roughly 10% yield, all while maintaining our pristine balance sheet..

Now I will turn the call over to our CFO, Marianella Foschi to walk through some financial highlights. .

Thanks, Ben. We had a solid first quarter as a combined company, exceeding expectations on all fronts relative to guidance. On a pro forma basis, average sales volumes of 153.5 MBoes per day during the quarter came in at the high end of our total guidance range of 148 to 154 as well as the high end of our oil guidance range.

Total capital expenditures in the quarter of roughly $225 million came in at the low end of our guidance range of $220 million to $260 million on a pro forma basis..

On the G&A front, we are proud to report that almost all transition employees have been released and were down from almost 500 employees at the combined companies to just over 300 as we sit here today.

On this note, our go-forward cash G&A and LOE on a per BOE basis is expected to be over 30% less than on a stand-alone basis on an oil-heavy production mix, solidifying Civitas' position as a cost and margin leader in the basin..

Our 2022 guidance is consistent with our messaging since the formation of Civitas, of keeping production broadly flat, delivering a low-cost structure and limiting reinvestment rates. Our 2022 operated plan reflects 3.5 rigs and 3 frac crews to deliver total production of 156 to 167 MBoe per day, composed of approximately 45% oil and 70% liquid..

This guidance reflects 10 full months of contribution from the Bison transaction, which we closed last week on March 1. You will notice a higher percentage oil in our 2022 guidance, which is due to a large portion of 2022 [ TILs ] coming from our lower GOR areas as well as the newly acquired Bison assets..

We expect this trend to continue in 2022 and beyond. We expect our all-in controllable costs, which includes OpEx, gathering and processing and cash G&A to be under $8 per BOE in 2022, which positions us as a cost leader versus peer companies with a similar commodity mix.

Given our slightly higher oil mix combined with this low cost structure, we expect 2022 unhedged margins to be higher than fourth quarter 2021 levels. This capital program implies 2022 unhedged free cash flow yield of over 20% at $75 oil..

I'd note that the Bison assets come with a higher 2022 reinvestment rate than Civitas targets. We plan on finishing up the Bison 2022 program and then bringing reinvestment rates in line with Civitas' strategy in 2023, further increasing free cash flow yields..

Regarding inflation, we have seen total well cost increase roughly 15% from this time a year ago, mostly relating to steel and fuel price increases. We have recently completed new rebidding out of all of our major equipment and services and our capital guidance reflects the results of this process.

The operations team continues to find efficiencies to offset these cost increases through securing alternative materials, utilizing existing facilities, decreasing cycle times and additional operating scale..

Excluding the recently completed Bison transaction, our year-end PDP reserves came in at just over 300 million BOE, with an associated PV-10 of $4.3 billion at SEC pricing of $66 oil and $3.60 gas and $4.8 billion at $75 oil and $4 gas.

Our total proved reserves are approximately 400 million BOE at year-end and have an associated PV-10 of $5.3 billion at SEC prices and $6.1 billion at $75 oil and $4 gas..

Our proved reserves at year-end are approximately 80% developed. I'd like to point out that our proven developed reserve bookings are extremely conservative at 234 growth locations or less than 2 years of inventory at a flat 3-rig pace. None of these reserve figures include the Bison assets.

Inclusive of Bison, our PDP PV-10 value at $75 oil and $4 gas is $5.2 billion..

We consider our balance sheet a core strength and strategic advantage that we're focused on maintaining. As of March 1 and pro forma for the Bison transaction, Civitas' balance sheet consists of $500 million of total debt and approximately $140 million in cash with liquidity exceeding $900 million..

Our Fortress balance sheet consisting of 0.2x leverage positions us as one of the least levered companies in the industry. In addition, we have minimum midstream volume or other commitments, affording us significant flexibility in our capital program.

We will be committed to maintaining low leverage and high degree of financial flexibility with a stated leverage target of 0.5x. I'd like to thank you all for joining the call this morning and for your interest in Civitas..

And with that, I'll turn the call back to the operator for Q&A. .

[Operator Instructions] We'll take our first question from Neal Dingmann with Truist Securities. .

Ben, maybe my first question, just overview how you think about things. I'd love the shareholder return, prices stay here, to continue free cash flow story is tremendous.

So I'm just wondering about shareholder returns for allocation, how you think about continuing to walk up the variable dividend versus buybacks or whatever else might want to use that free cash flow for?.

Sure. Neal, I appreciate the question. I think as we stated before, obviously, we have a high base dividend. We've outlined our structure and calculation for the variable dividend where just commodity prices obviously are sustained or continue to grow.

I think after that, the real question is, how do you think about buybacks? How do you think about consolidation and infill M&A and then how do you think about a special dividend? What we said is we'll continue to look to do accretive transactions and consolidation in the basin. I think we demonstrated that with Bison.

And after that, it's going to come down to a discussion about what's best in terms of the easiest way to return capital from a buyback strategy or additional dividends. .

I think that makes sense. And then just on operations, the 3.5 sort of rigs, I'm just wondering maybe for you or Matt, is that -- when you look at sort of the optimal efficiencies with auditor rigs, just operations in general.

With that plan, are you getting that or is there -- would you prefer to maybe ramp that up a bit to 4 or 5 rigs in order to get more optimal. I'm just wondering what you talked about max sort of efficiencies. You'll definitely have seen a notable upside there.

I'm just wondering, are you seeing that at the current plan or are there things that you could do to even push that efficiency further?.

Yes, Neal, maybe I'll start and then hand over to Matt. I mean I think we have -- we've seen significant synergies in our operations and the consolidation of the companies, both from a capital standpoint, operating, midstream and land. I think we're very comfortable with our capital program for the year that we've already outlined.

I don't think you'll see our strategy minimally divert from that. .

Yes, I'd say, Neal, to add on to that. The 3 rigs is a pretty good, sweet spot for us. It makes us one of the most active operators in the basin. We're able to keep up with all of our needs at that. We're obviously able to flex up a little bit more like we are with Bison.

But I think something around 3, 3, maybe 4 rigs at most is what I'd say pretty optimal is for what we're planning to do in the basin, right now. .

And next, we'll go to Michael Scialla with Stifel. .

Maybe a follow-on to Neal's question, then you mentioned you'd weigh buybacks versus a special dividend versus for the consolidation. Just wondering how you see the remaining landscape.

You do have a slide in your presentation Slide 9, showing some of these other companies out there after you've acquired Bison here and PDC acquired great Western, are these other privates in the DJ still worth pursuing? Is there any inventory there that's worth pursuing or I guess just some more color on how you view the potential consolidation going forward?.

Yes, Michael, I think my short answer to that is it depends on price. I mean if we think we can consolidate additional players in the basin, where it's accretive to us, both on EBITDA, on free cash flow, NAV on production and on our proven reserves, then we're going to continue to pursue those types of options.

I think, obviously, there's less players left than there were 6 months ago. That's fairly obvious..

But look, we're going to weigh those transactions up against the economics of buying our own stock. We have a very significant free cash flow yield. I think the return of buying back the stock is meaningful. And I think we'll compare those A&D or M&A infill opportunities versus buying back the stock or paying a dividend.

Ultimately, when you look at the management team, the Board and the shareholders, there's a very high degree of alignment here to do what's in the best interest of all equity holders. .

Makes sense. Wanted to get an update on the permitting process as well.

Any update on the [ Lone Tree OGDP ] or that [ Watkins ] cap? Are you still planning on hearing in the first half on the cap, any update there?.

Yes, this is Matt. I'll take a crack at that. We've had, first of all, 46 Form 2, so wellbore permits approved for the company so far this year. The majority of those have to do with older preapproved Form 2A locations. On the OGDP front, under the new rules, we have had 2 OGDPs approved in the last couple of weeks.

We had the Lone Tree OGDP approved for 14 wells down in the Watkins area and the blue OGDP approved last week down the Watkins area as well for an additional 7 wells..

So those now have been submitted for Form 2 approval. We're hoping to get back in the next couple of weeks to continue adding to the amount of permits we've got approved so far.

In terms of other projects that we're working on, just to give you a little bit of color on what we have going on internally, we plan to submit in the near term, another 6 OGDPs and when I say the near term, I mean, through the first and second quarter. That should encompass somewhere around 150 to 170 wells..

So various OGDPs we're working on across various different areas. The majority of those will be in the near term in the southern area. And then we have a couple of other OGDPs about a half dozen that I call midterm OGDPs that we're looking to submit sometime after midyear. And that would be another 65 wellbores.

So on the OGDP front for what we've gotten approved already and what we're planning to submit over the next couple of quarters is a couple of hundred wells. And that's all in addition to the cap that we're working on..

So the cap, as you mentioned, was resubmitted by us addressing questions a few weeks ago. That will be -- is still around 160 wellbores, 2-mile long equivalents in total.

And we're planning internally right now to hopefully pass completeness with that by the end of the second quarter and then possibly have a hearing sometime mid-summer on final approval on that OGD or sorry, that cap. .

Next we'll go to Phillips Johnston with Capital One. .

Just a question on the variable dividend framework.

Obviously, the first one out of the gate here was based on trailing 12-month free cash flow, is that going to be the approach going forward indefinitely or is that at some point going to shift to a function of the prior quarter's actual free cash flow?.

Phil, this is Marianella. I think we're going to stick to the 12-month trailing. I think it's our intention to remove variability from the variable dividend, if you will. So yes, you can expect that framework to be held on a go-forward basis. .

Okay. And so I'm just wondering, I guess, maybe how we should model out for the next 3 quarters or so since, I guess, we don't have actual free cash flow for the combined 3 companies for 2021.

Is that something you guys might provide?.

Yes. I mean I think if you look at the fourth quarter, we have a strategy of keeping production flat, now inclusive of the Bison CapEx. The CapEx for the full year is not really going to be all that different from what it was in the fourth quarter.

So I think you can look at the -- at least for the next 2 to 3 quarters, where we roll into a full Civitas performance 12-month basis. I think you can look at the fourth quarter specifically production EBITDA and CapEx as a good run rate for those next few quarters. .

And then I appreciate the clarity you guys don't expect to pay cash taxes this year.

Can you just remind us what your tax situation is and at what point you might start paying cash taxes?.

Sure. So yes, obviously, we gave guidance of $75 million. And for we've been refreshing the analysis, putting the combined companies, as you might imagine. I would say for 2022, we think we are going to be fully shielded from a cash tax impact up until around $90.

And so after which we start capping out of different limitations from kind of a legacy company [ 382 ] standpoint. So I would say pretty clear to $90, above that partial cash taxpayer for 2022. .

Next we'll go to Leo Mariani with KeyBanc. .

Hey, guys wanted to follow-up a little bit on the permits here. So nice to see that you got some recently. I appreciate that update. But as you look at 2022, you look at the program this year? And is it kind of fully permitted at this time in terms of the 3.5 rigs or is there still a little bit more to go here.

And then just looking into kind of next year, do you have any permits that extend into maybe a longer-term '23 plan. .

Leo, this is Matt. This year is not fully permitted, but we're fully permitted through probably the fall. And we've got the permits submitted and they're pending for everything else. So as we've been getting some of these approvals that I just mentioned in hand, that's what it will be sliding into the schedule.

So for the plan or the rig schedule that we currently have laid out, we do anticipate getting approvals or final approvals on those in the next -- hopefully, the next couple of months. And some of those are obviously the OGDPs that we just recently had approved as well. .

Okay. And then can you just maybe generally speak to what you're seeing out of the state? Obviously, they kind of just started approving permits under new rules kind of end of last summer, last fall.

So have you seen like any pickup in terms of state response time, just kind of any color on what you're hearing there?.

Yes, Leo, it's Ben here. I'll make a couple of comments, and then Matt can follow on. Look, I think it’s dangerous to make blanket statements across what we see in the state.

Civitas has defined a pretty unique position in terms of who we are and what we're trying to do as an operator, both from a net zero standpoint and our commitments we've made to the orphaned well program. And I think we've had a very good dialogue with multiple members of the stay on the county level and local level about what we're doing.

And I think there's a general appreciation of that. So I think it's very difficult to look even to OGDPs and compare them against each other and make blanket statements about what you're seeing in the state. .

I'll just add on to that, Leo. I mean we like the permits and the pads that we've chosen and selected and that we're currently working through the process on.

We have only had the 2 approved that we've submitted so far, but they were unanimous approval, and we're confident with the other locations that we have submitted and are working through the process as we speak. .

And then is there any update -- I know it's a little bit early on the CEO search that you guys are working on?.

I mean the Board is actively engaged in that, Leo. We're seeing a number of candidates and talking to them. I think we've made good progress, and we think there's a high-quality pool of talent out there to pick from. So I would expect, as we guided before, in the next 2 to 4 months, we'll have more color on who that individual is going to be. .

Next, we'll go to Joseph McKay with Wells Fargo. .

I just wanted to follow-up, I think it was on Slide 9, talking about kind of the target reinvestment rates being a little bit elevated this year, obviously with the Bison program, but returning back to normal in 2023. Just looking to get a little bit more color on that.

And are those reinvestment rates kind of in line with the ones previously outlined back in November?.

Joe, it’s Marianella. Thanks for the question. I point you to our February 1 release. We're going on the path on a stand-alone basis, ex Bison running a – right at 3 rigs. And so I think the Bison program, if you look at how much production is brought relative to the CapEx, it's quite significant. So for 2022, it's quite a bit of CapEx.

So on a stand-alone basis, you'd probably expect us to get back to that throughput level in that announcement on the table. So that's probably what I would guide you to for 2023 and beyond. .

[Operator Instructions] Next, we'll go to Noel Parks with Tuohy Brothers. .

I'm just thinking about so much has really changed just in the last few weeks. And I probably has something you already touched on. But if we saw some big shift in the relative strength of product prices, oil, gas versus NGLs.

I mean it's sort of something dramatic that looked like it might be sustainable sort of out of all the service global energy unrest we have now.

Over what sort of kind of planning horizon, do you think you could incorporate that and maybe could lead you to make some sort of shift in sort of your drilling plans, just given the various product mix across the different operating areas.

I'm sort of assuming you got a 2022 plan that's offset, and looking beyond that, when might you be able to filter in some major changes if they happen. .

Yes. Look, Noel, I think at a high level, we as a Board and as a management team have a very clear plan about what we want to do for the next 2, 3 or 4 years in terms of the overall framework for reinvestment. As you know, with the acquisition for Crestone Peak and the Watkins asset, that's significantly more oily and Bison's more oily.

So as a firm, we will traditionally become a higher percentage of oil over time. Obviously, in that environment, that's pretty accretive and improves our cash margins and improves our recycle ratios and capital efficiencies. So we like that..

That being said, I don't think you're going to see any other major changes to our program. I made this statement earlier today. The curve is heavily backward dated. We look at returns on a multiyear basis. It's clearly a highly cyclical and highly volatile industry.

And I think the base assumption is that we're going to stick to our existing plan and you're not going to see a material shift in that over the next 12 to 24 months. .

Next, we'll go to Bill Dezellem with Tieton Capital. .

Relative to the Bison transaction, the initial announcement relative to the final announcement, there was a change in terms of shares versus cash. Would you walk us through, number one, how that negotiation and change took place and ultimately what you were trying to accomplish or potentially what Bison is trying to accomplish with that change. .

Yes. I mean I won't go into too much details, but obviously, we had made the original proposal with a combination of assuming that debt, a small portion of cash and the shares since the announcement of the shares traded down, the commodity traded up. So the returns for us converting that into a cash transaction were pretty attractive.

And I think I can't speak for the seller, but I think they had a desire for liquidity..

Also, by converting it to cash, we obviously avoided having to pay the dividend on the incremental shares. So the net benefit to us was significant of doing that. I think also as you look at the framework for the company down the road, you can obviously model out the cash position that Civitas get to as we go into the second half of the year..

And given that cash position, there will be a discussion about what we do with that excess cash. And as we've been asked before in this call about the role of buybacks. The way I look at that transaction was an opportunity to essentially avoid the dilution and not have to buy back the shares later on. And we view that as pretty attractive.

And when you look at that, it improved the overall returns of the transaction. .

Next, we'll go to Phillips Johnston with Capital One. .

Sorry, I just wanted to follow-up on the '22 reinvestment rate falling next year. I guess, in addition to dropping back to 3 rigs, I noticed you're planning on drilling 200 wells this year, but only planned about 160 online.

Is that also a tailwind that should help improve capital efficiency and the reinvestment rate next year is just the number of wells brought online ultimately catches up with the number of wells drilled. .

Yes. Look, I think if you look at what happened in the second half of in 2021, we brought 3 companies together. There was a lot of operational work we did. We kind of had a prepared us in some of our activity, which we sort of have now ramped up and are getting back on track.

I think the other thing I'd point out is we changed some of our flowback designs, completion designs have gone towards more of the slow back model. So that impacts how production comes up relative to CapEx. The goal of the Board is to continue to improve capital efficiency, drive down capital costs, improve EUR, expand cash margins.

And I think we're confident that as a management team, we can continue to do that as the year goes on. And I think part of that will be there's a slight DUC buildup that will occur as we roll through the year. .

Yes. I would add on that, Philip, this is Matt. We're not intentionally trying to build DUCs. We're letting it kind of be guided by the development plan that we have in a specific area.

And with the bigger blockier positions that we have, sometimes we have to drill a couple of pads before we can start completing one and turning it on to avoid interference. And so that will kind of ebb and flow and kind of dictate what our DUC carryforward is at the end of each year. .

Next, we'll go to [ Doyon Cha with McKay ]. .

I just have 2 questions.

First, if you could give us an update on how you're thinking about M&A, what the opportunity set looks like out there? I'm just wondering if this talk about returning capital to shareholders or this emphasis on it might be interpreted as activity kind of slowing down on the M&A front? And then the second question is more housekeeping, if you could comment a little bit on the derivative cash settlement in the quarter and how that may or may not relate to the cash acquired as part of the Crestone Peak and Extraction acquisitions.

.

Sure. I'll take the first part of that. I don't think you should interpret our comments as anything around the M&A landscape or a change in the dynamic. We continue to see consolidation opportunities within basin. We continue to evaluate them.

Again, our framework is they've got to be accretive across the board for us on EBITDA reserves NAV production, et cetera..

And I think where we see accretive attractive opportunities, we will execute on them, and we see a lot of benefit from that, and we've obviously seen that through the Bison transaction. So nothing's really changed there. Our framework stays the same. And for the hedges, I'll let Marianella take it. .

But I guess are there -- I'm sorry, on Bison, are there other acquisitions like Bison available still? I'm just trying to understand like the size of the opportunity set that you have right now. .

Yes. I think if you look at Slide 9, we highlight some of the other players in the basin, Bayswater Confluence, Mallard, Verdad. I would say they range in size 10,000 barrels to 30,000 barrels.

I can't speak around any of the specifics about them, but each of them have different pros and cons, right? And again, at the right price, would be active participants in further consolidation. .

And I'll take the one on the unwind. This is Marianella. So we spent $110 million roughly all in the fourth quarter. To your point, it did not have to do with anything related to the legacy companies. It was a decision that this current Board and this current management team undertook.

So when we inherited the hedge book from the legacy companies with a hedge book that was reflected of different balance sheets, right?.

And so we ended up unwinding roughly 6 million barrels and at a weighted average cost of like around 62 to 63. So no, nothing related to the legacy companies, which is a decision of we looked at our balance sheet, we looked at our cost structure, and we really felt like we could optimize pricing received from that perspective.

And obviously, it ended up being a good decision in Hinson, I guess, everything with hedging is hindsight is 2020. But no, I didn't have anything related to cash or hedge position with the legacy company necessarily. .

So the cash that was acquired, that was kind of predetermined and so unrelated to the decision to unwind as many of the hedges as you did?.

So the cash that was inherited from the legacy companies was just cash that's not on our balance sheet at [ 11/1 as ] of closing. Those expenses actually came in December after some rigorous evaluation of the pro forma hedge book. .

Okay.

And can you say again how much was unwind because I thought it was in excess of $200 million?.

So no, the actual unwinds were roughly $110 million. I think what you're thinking the $200 million, there was an excess of just normal course settlements of positions that did actually settle during the period. That's how we get to the $200 million. So we spent roughly $110 million unwinding roughly 6 million barrels of oil. .

Okay. .

And... .

Go ahead.

What were you going to say?.

Yes, I was going to say that the positions for what it's worth, those 6 million barrels were out of period position, so they're covered 2022 to 2025. .

There are no further questions at this time. I'll now turn the call back over to Ben Dell for any additional or closing remarks. .

I'd just like to thank the team for all their hard work through this consolidation. I'd also like to thank investors for making the time to listen today. And if there's additional questions you'd like to take offline, the management team will be available. We look forward to continuing the dialogue. Thank you. .

This concludes today's conference call. You may now disconnect..