Diversified Energy Company plc Ordinary Shares

Greetings and welcome to the Diversified Energy Third Quarter 2024 Results Conference Call. At this time, all participants are in listen-only mode. A brief question and answer session will follow the formal presentation. Should anyone require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Douglas Criss, Senior Vice President, Investor Relations and Corporate Communications. Thank you, you may begin.

Good morning and thank you everyone for joining us today and welcome to our third quarter 2024 results conference call. With me here today are Diversified's founder and CEO, Rusty Hudson, 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 November 12, 2024. These outlooks entail assumptions and expectations that involve risks and uncertainties. A discussion of these risks can be found in our regulatory filings. During this call, we also make reference to 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 in our regulatory filings. I'll now turn the call over to Rusty.

Thank you, Doug, and thank you all for joining the call today. For those of you following along with our third quarter 2024 results slide deck that 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 closing thoughts before opening the call for your questions. Starting on slide three, our third quarter results reflect our continued focus on building a strategic, resilient energy producer. The heart of our process is simple. It's energy optimized. 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 MP risk, by optimizing our low decline production, and by being good stewards of our capital while driving meaningful and consistent cash flow. We execute this strategy with a modern field management process that extends production life to deliver enhanced returns and a process that leverages technology and data-driven analytics. We utilize our wholly owned well retirement company and leading-edge emissions technology to control the life of our wells until retirement, reducing emissions and demonstrating our commitment to stewardship for our stakeholders across 10 states, two distinct operating areas, and multiple producing basins. The right company, right in our own mindset for these types of assets delivers consistent free cash flow and returns to shareholders and serves a fundamental role in sustaining the US energy markets. We have been steadfast in executing this strategy since our IPO, driving strong financial and operational performance. We have maintained a reliable production profile with low corporate decline rates, successfully scaled through acquisitions, delivered consistent cash flow and return meaningful capital to our shareholders while in parallel unlocking equity value for our shareholders through ongoing debt reduction efforts. Finally, within our quarterly release, we have introduced our expansion into coal mine methane capture and the sale of environmental credits. We are excited about this adjacent market opportunity that has started to contribute to our bottom line and look forward to reporting more in the coming quarters and years. in summary strong execution of our strategy during the third quarter drove our positive results enabling strong free cash flow generation and allowing us to continue to prioritize returning capital to shareholders turning to slide four 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 our progress so far in 2024. Debt principal reduction totaled approximately $155 million year-to-date. Additionally, we returned approximately $85 million to shareholders in the form of dividends and approximately $20 million in strategic share repurchases through the first three quarters of 2024. And we did this while continuing to focus on our growth initiatives with approximately $585 million in announced acquisitions so far this year. We maintain flexibility in our capital allocation strategy to ensure we deploy capital to the highest value opportunities, which includes pursuing strategic bolt-on acquisitions. 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. With significant progress achieved through the first three quarters, we remain on track to deliver on our goals for the year and will remain focused on these key strategic pillars. Turning to slide five, 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 so while a very volatile natural gas market has made it increasingly difficult for most companies to maintain consistent high cash margins and has necessitated other operators' moderation of production and activity levels, we've been able to deliver these results due to the outstanding work of our teams out in the field. Turning to slide six, a key area of focus that supports our strategy of growing through acquisitions is technology-driven optimization and efficiency. As part of our modern field management philosophy, we have developed scalable platforms and have invested in flexible, innovative, and efficient systems. This enables process efficiency and reliability across our assets and improves our operational performance as we scale, ultimately driving sustainable value creation throughout the business. Turning to slide seven. Over the past seven years, we have built an infrastructure platform that is built to harness the power of vertical integration and scale and leverage best-in-class technology. As the only public executing a strategy focused on acquiring and managing mature producing assets, we are uniquely suited with this platform to grow our business in a highly accretive manner. We own the cost structure and are less subject to inflationary and third-party costs. As an example, year-to-date we have closed approximately $585 million in acquisitions, growing our production by over 15% with no incremental G&A. We believe that this corporate infrastructure asset is highly valuable and can allow the company to grow production two to three times our current levels with no meaningful G&A additions. Turning to slide eight, as I mentioned earlier, we continue to execute strategic bolt-on acquisitions, building on our proven track record of acquiring quality assets that lack the focus of their owners at attractive valuations. Here we provide additional detail for our three recent acquisitions. Oak Tree which closed in June, Crescent Pass with assets primarily at East Texas which we closed in August, and the acquisition of a package of additional East Texas assets which we closed just two weeks ago. I'd like to discuss in a bit more detail the recently announced East Texas acquisition which we're very excited about. These assets contain a significant PDP component of approximately $68 million. Additionally, the current PDP net production is 21 million cubic feet per day and is showing fairly shallow declines, as we expected, and it can complement to our industry-leading low corporate declines in capital intensity. Importantly, the acquisition's estimated next 12 months EBITDA of $19 million represents a 3.5 times cash flow purchase multiple, reflecting an attractive valuation of PV18 for the PDP assets and excludes any value from the undeveloped acreage. The assets are also in close proximity to our previously acquired East Texas assets, which presents an opportunity to realize operational synergies from the transaction. Overall, this transaction demonstrates our continued ability to grow in an incredible way with high quality assets that fit into our existing footprint. With over 50% of our production now in the central region, We have strategically reshaped our operating geography to have a meaningful exposure to LNG demand. 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 generating significant value for diversified. Both the Crest Pass and East Texas Transaction and we will continue to evaluate similar opportunities in the future that have potential to drive additional long-term value for diversifying in our shareholders. Turning to slide nine, we recently announced a multi-year contract with a Gulf Coast LNG exporter. This supply agreement highlights one of the reasons moving into our central region was so critical. The market recognizes the reliability of our loaded-clad production base. With the recent growth we have seen in this operating region, we see LNG agreements as a growing opportunity set. Additionally, it highlights the benefits of the vertically integrated business model, with our marketing team always focused on expanding commercial opportunities and increasing cash flow. Turning to slide 10, we have previously mentioned how the acquisition evaluation framework we applied does not ascribe any value to the end-of-year acreage. On this slide, I want to highlight the underlying value of that undeveloped acreage. I would note that we have historically received this acreage basically for free. Today, we have approximately 8.6 million net acres within our operating footprint, and this acreage is essentially all held by production. Of those 8.6 million net acres, 65% is undeveloped. This acreage represents significant untapped value. Over the last several quarters, we've begun to realize additional value through acreage sales, including the sale of approximately 23 million of non-core, undeveloped acreage divestitures across our operational footprint during the first three quarters of this year. We expect to execute additional sales throughout the remainder of the year, and we remain focused on unlocking the significant untapped value of our undeveloped acreage. To realize this value, we are focused on a variety of strategies, including outright sales, organic development, advantageous joint ventures, drill codes, and non-operating divestitures. Importantly, this untapped potential value serves as a source of capital for debt reduction, shareholder return of capital, and accretive bond loan acquisitions. With that, I'll turn it over to Brad to discuss our financials in additional detail.

Thank you, Rusty. We'll move to slide 12, and I'll share the highlights of our financial and operational results for the quarter. Average net daily production came in at approximately 830 million cubic feet equivalent per day. And I do want to restate that Q3 represents the first quarter where over 50% of our produced volumes were generated in our central region. Since May 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 needs. Total revenue was $239 million, and notably, we realized $130 million in year-to-date hedge gains, illustrating the importance of a disciplined hedging strategy. Adjusted EBITDA for the third quarter was $115 million, which represents an approximate 50% adjusted EBITDA margin and a seven-year continuation of our 50-plus percent cash margins. Free cash flow for the quarter came in at $47 million, Our net debts stood at approximately $1.6 billion and notably our lending syndicate for our credit facility recently reaffirmed our borrowing base at $385 million. We'd like to thank the members of our commercial lending syndicate for another efficient borrowing base redetermination process and we truly value their partnership. In summary, Strong execution of our strategy from all teams during the third quarter drove our positive results, enabling strong free cash flow generation and allowing us to continue to prioritize returning capital to shareholders and paying down debt. Turning to slide 13, an important aspect of our long-term growth is the low capital intensity of our asset base, which is around 11% and significantly below industry peers. Our annual maintenance capital expenditures of approximately $50 million help us to optimize and maintain production while also helping to deliver operational efficiencies under our Smarter Asset Management programs. This optimized production and operational efficiencies matched with our disciplined hedging programs are the tools that allow us to enhance our free cash flows. As most of our stakeholders know, I was chief operating officer for approximately six and a half years before assuming the CFO role. And as chief operating officer, I saw firsthand the creative and fiscally responsible low capital intensity projects that our teams implement on a daily basis. And these daily small wins truly add up to big gains in our results. Turning to slide 14. Our differentiated business model, including our low capital intensity, combined with our strong cash margins result in a free cash flow conversion rate of 42%, which is shown here on this slide. Within our natural gas peers, you can see how Diversified's business model is differentiated and leads the industry with our free cash flow conversion rate of approximately five times our peer group average. Additionally, our fixed-rate investment-grade debt from our ABS notes help lower interest expense, which also benefits our free cash flow. And our ability to generate strong free cash flow allows us to direct cash towards the four pillars of our capital allocation strategy. Turning to slide 15 now, delivering free cash flow that is both sustainable and stable, we are committed to a consistent and disciplined hedging strategy. Our hedging strategy helps support the predictability of our cash flow, which we highlight here on this slide. For the third quarter of 2024, our average floor price was $3.34, which represents a 45% improvement over the corresponding period strip price. Additionally, our hedging program provided $130 million of realized gains during the first nine months of 2024. As we've discussed in the past, our hedging strategy is fundamental to our business and to our commitment to de-risk our cash flows for our shareholders. And it is what enables us to maintain our 50% cash margins. Our disciplined hedging strategy also allows us to efficiently finance our business with lower cost investment grade ABS notes. Through our consistent execution of this hedging strategy, We have benefited in 2024 during, which was a challenging natural gas price environment, and we remain well positioned to protect our robust cash flows through the remainder of 24 and for the next several years. Moving to slide 16, as a low capital intensity, high margin, cash flow generative business, we understand that we are differentiated when compared to the majority of upstream E&Ps. And when thinking about our business model from a sector agnostic perspective, our business model tends to be more aligned with sectors that maintain these similar attributes referenced here on the slide. And the vast majority of these comparative sectors also utilize investment grade ABS notes, which as we know, are intentionally structured to have higher leverage profiles. We believe that a thoughtful and achievable approach to strategically grow and fund our business is important. And because our assets deliver reliable production and consistent cash flows, the ABS market will continue to be our primary debt vehicle. Importantly, while our leverage has increased due to the 585 million in strategic acquisitions during this year, we continue to focus on leverage targets of two and a half times net debt to adjusted EBITDA. Turning to slide 17 now, we have built a solid reputation as an issuer of quality ABS notes for our upstream assets. And as I just discussed, we see the ABS market as a compelling source of available and reliable capital for the successful execution of our growth. The ABS market is rapidly growing and we know that there are very large pools of capital and very large investors that are increasingly comfortable with our PDP assets. On this slide, I'm highlighting the strengths that Diversified and our assets provide to ABS investors. First, our asset quality is solid, and the asset performance is stable and predictable. ABS investors truly understand cash flow annuities, and they love the characteristics of our assets. Our ABS notes have performed well. And since 2020, Diversified is the largest issuer of upstream ABS notes. Investors trust the operational expertise and capabilities of our company. And the ABS notes are structured to pay down principal on a monthly basis. The notes are structured with fixed interest rates and the weighted average life of the notes match well with ABS investors who are generally large insurance companies. The ABS notes are also investment-grade and rated by Fitch. The quality rating receipt from Fitch is significantly impacted by a hedging requirement that provides ABS investors with certainty of cash flows. Finally on this slide, but an important illustration of the benefits of an investment-grade fixed-rate note with our most recent $610 million ABS carrying an approximate 7% coupon versus some recent E&P high-yield issuances at approximately 8%, we have saved over 70 million in interest payments, which truly highlights the cost of capital advantage from these ABS notes. Turning to slide 18, our underlying philosophy when it comes to debt is really simple. If you borrow money, you pay it back. And we believe that borrowing money with bullet maturities is not an appropriate fit for our primary PDP business model. Importantly, By amortizing debt payments and reducing principal amounts outstanding, fundamentally we are creating real equity value. This mechanical and systematic pay down is an important aspect related to our share valuation. And as illustrated here on the example on this slide, by applying just our current EV to EBITDA trading multiple, which we view as historically low today, With our current debt amortization, you can see the potential for share appreciation. Now turning to slide 19, we continue to believe our share price is undervalued and has been impacted by macro headwinds that are not connected with industry fundamentals. Based on the EV to EBITDA metrics where we historically trade and compared to multiples of our natural gas peers, we strongly believe that there is a real opportunity to re-rate our shares as we continue to see more U.S. investor engagement with our New York Stock Exchange listing, which does feature inclusion into the Russell 2000 Index. With a number of near-term catalysts on the horizon, including 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 is meaningful shareholder value to be captured. With those comments, I'll turn it back to you, Rusty.

Thanks, Brad. Let me finish up on a couple of thoughts with slides 20 and 21 before we take questions. On slide 20, As I discussed at the start of today's call, at Diversified, we pride ourselves on our differentiated business strategy focused on solutions that optimize existing, often undervalued energy assets in a unique way that minimizes traditional E&P risk, delivers consistent free cash flow, and serves an important role supporting the U.S. energy markets. Ultimately, we believe this makes Diversified the right company at the right time. We are changing the way stakeholders think about the business managing mature producing assets. Turning to slide 21, importantly, with a business model focused on this part of the life cycle of the producing assets, Diversified has the opportunity to please multiple stakeholder groups and the ability to manage these assets for the next 100 years. It's the concept of and, where we can ultimately create shareholder value and be proper stewards of the environment. During the third quarter, we made significant progress in advancing our strategy with an ongoing focus on our four key pillars, acquire, optimize, transport, and retire. We maintained low corporate decline rates for the quarter. We also further strengthened our balance sheet, reducing our debt principal by an additional $154 million during the quarter, which importantly creates additional equity value for our shareholders, as Brad highlighted. We continue to enhance our scale through bulldog acquisitions, including the acquisition of the high-quality E-TEX assets that I discussed earlier. And we delivered on our commitment to return capital to shareholders for the $105 million in dividends, shareable purchases executed and announced here today, or roughly 17% of our current market capital in direct shareholder returns. Our strategic focus 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 DiverseSide as the right company at the right time, enabling us to deliver reliable natural gas produced with an improvement in the environmental impact. We continue to believe that DiverseSide represents a compelling investment opportunity 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 quarter. 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?

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. The first question is from Bert Dons from Truist Securities. Please go ahead.

Morning, team. Thanks for taking my questions. Morning. Morning, Bert. On the – hey, morning, guys. On the coal mine methane update, I just wanted to maybe dig a bit deeper, keeping in mind you probably can't give out that many details. But does the $8 million to $10 million of EBITDA, does that translate into free cash flow? And is that a good run rate going forward, or is there maybe an avenue to grow that EBITDA or free cash flow? And how dependent is that on legislation updates, or is it just operationals?

Yeah, Brad, go ahead and answer that question, would you please?

Sure. Bert, we do believe that there's an opportunity to further develop that. You know, as we indicated, this is a new area of revenue for us, and so we're We're in the process of developing that now, but we're excited about it on a go-forward basis. We don't believe that there will be any significant, if any, impact related to any potential change in federal guidelines or regulation.

Gotcha. Thank you. And then the second one is just on the asset retirement progress. It looks like you're on track to hit your 24 goals. Could you maybe just describe any changes you expect to make as a result of the recent election results? Is there anything at the state or federal level we should know about that changes it, or is it just kind of everything is steady as she goes?

Yeah, Bert, I would say that it's steady as she goes. Our commitments to the states in which we operate on a number of retirements on an annual basis, we will continue with. We're actually doubling the requirement. We're doing 200 per year, and that's double of our commitments that the states require of us, and we'll continue to do that. I think that the election obviously provides some additional upside, really, from that standpoint in terms of we're hopeful that with the change in the administration that some of the regulations and such that come along with asset retirement that there could be some improvements there that would allow us to do more and do it in a less expensive manner. We think it's a positive for the retirement business, not necessarily against it. We're excited about it. We think that as steady as you go, we'll continue to retire the wells like we normally do. We're hopeful that the new administration does bring in some changes to regulations.

Well said. Thanks, guys.

The next question is from David Round from Stiefel. Please go ahead.

Thank you. Morning, guys. Just on the asset sales, I mean, it's good to see a regular stream of sales coming through. It's interesting looking ahead to next year and whether you're able to say anything about expectations, you know, where you think asset sales could end up next year. And I suppose if we're being honest, I think obviously we'd all love to see an acceleration in sales. Is there anything in particular that you think could trigger a material step up in sales?

Yeah, David. What I would say there is that it's an opportunistic type revenue stream. And what I mean by that is it really follows. We've got this big acreage position in different basins and different regions of the country. It really follows the activity of the drilling companies that are out there drilling wells on different basins and different leaseholds. And so this year we've been pretty successful in Oklahoma. Oklahoma has really opened up. A lot of drilling going on there. New formations, the Cherokee, for example, which is a new formation that's really become pretty popular. We've been able to leg in and sell some acreage to some of the larger operators in that basin. It's really opportunistic type acreage sales. The beauty of it is that all of our acreage is held by production. So we can be patient and we can, you know, wait on these operators to prove out areas and for the areas to become popular and economic. And when they are, they come to us looking for, you know, subleases and such. And that's when we make the best deals on the acreage. So, you know, I think it's just being opportunistic. Having the acreage is the big thing. We haven't paid anything for it. in most cases, so it's all upside and being able to take advantage of the opportunity set when they come to us wanting to sublease our acreage. And so I would say that's it. I mean, we're just going to sit back and wait and be opportunistic with it.

Okay. And, I mean, obviously that's on the sales side. You've also talked about sort of potentially joint development here. I mean, where does that rank? What's the likelihood that we might see a joint development of some of this acreage as another way to monetize it?

Yeah, I mean, we've seen some opportunities. You know, we acquired assets last year in 23, which we had some, you know, undeveloped – or we had some – drilled uncompleted wells. We're in the process of completing those. We have opportunities all the time. Even some of the transactions we do, we keep a small non-operated working interest in upside, where we have the rights or the option to participate alongside of a developer on that acreage that we sold. We've seen some of that in East Texas. We have Marcellus. We have an operator and capabilities of investing alongside a Marcellus producer. So we have those opportunities out there. For us, it's about best use of our capital at the appropriate time. And with natural gas prices as low as they've been over the last 18 months, we just haven't seen that being the greatest use of our cash. So most of those cases, we just sold the acreage and moved on. But there's always that opportunity. And I think as we look to the future, some of the basins out there, more language-rich basins sometimes can provide the better opportunities. And so we're always being opportunistic from that standpoint. But again, it just comes back to best use of capital at that time. And if it's a good deal for us to invest alongside of somebody in a joint venture, we will. If it's not, we don't mind selling the acreage and getting clear out of it and using that cash for something that's more

Okay, that's clear. Thanks, Rusty.

As a reminder, to ask a question, please press star 1. The next question is from Simon Scholes from First Berlin. Please go ahead.

Yes, good morning. I've got two questions. So you've mentioned that you expect to generate $8 million to $10 million in EBITDA from the coal mine methane capture and environmental credit sale. business this year. I was just wondering how much of that has already come in the first nine months. And second, I mean, Rusty, you were referencing the Cherokee formation, which seems to have become popular recently. I was just wondering what's driving the popularity of that basin over and above other basins.

Yeah. Let me speak to the Cherokee one, and then I'll let Brad speak to the coal mine methane revenue. The Cherokee, I won't call it a new formation, it's always been out there, but what we're seeing across the whole industry here in the U.S. is an inventory grab. People are looking for new inventory, drilling opportunities, economic drilling opportunities, and some of these that had been kind of forgotten in the past and nobody's really been paying much attention to because, for example, the Permian or the Bakken or whatever have been so active. Now everybody's looking and searching for that next new inventory. And so we're seeing Oklahoma become very, very active again. There was a period of time where nobody was focused on that Oklahoma. That's when we actually entered Oklahoma and we were able to get in there at a very, very good valuation. Well, now you're seeing people come in and really start to look for inventory, especially if it has high liquids. For example, the Cherokee, I believe, is one-third, one-third, one-third, one-third natural gas liquids and one-third natural gas. Well, those have a low gas price environment. economics than a natural gas asset. I think it's not necessarily that it's a brand new basin or a brand new formation. It's just that it's become popular because people are searching for that next inventory outside of Permian or other popular oil place. I think that's what you're seeing here. It's just a search for inventory. We're seeing it across our whole portfolio. That's why some of our acreage that has not been you know, that active or that popular in the last few years, all of a sudden it's becoming popular again. So I think it's just really around the end of where, you know, people are searching for. Brad, do you want to answer that question around cold money methoding?

Yeah, sure. Simon, about 80% we've realized year-to-date, 80%, 85%. And as we've mentioned, that is real EBITDA and cash flow growth. We do believe that, as I mentioned earlier, there is real opportunity for expansion of that as we further develop our inventory. As I think you're aware, we have a substantial acreage position and mineral-like position in the Appalachia Basin. We think that bodes well for this business line for us.

Okay. Thanks very much.

This concludes the question and answer session. I would like to turn the floor back over to Rusty Hudson for closing comments.

Thank you, operator, and just want to say thank you to all the folks on the phone today. We appreciate your time, and we look forward to continuing to perform and do all the things that we said we would do, and appreciate everybody's time and attention today. Thank you very much.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.