UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 4, 2024
___________
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | |||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||
(432 ) 221-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| (NASDAQ Global Select Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2024, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the third quarter ended September 30, 2024 and announcing the third quarter 2024 base cash dividend (the “earnings release”). A copy of the earnings release is furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this Current Report on Form 8-K. The Company also issued a letter to its stockholders as a supplement to the earnings release, which is furnished to the SEC as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DIAMONDBACK ENERGY, INC. | ||||||||||||||
| Date: | November 4, 2024 | |||||||||||||
| By: | /s/ Teresa L. Dick | |||||||||||||
| Name: | Teresa L. Dick | |||||||||||||
| Title: | Executive Vice President, Chief Accounting Officer and Assistant Secretary | |||||||||||||
Exhibit 99.1
DIAMONDBACK ENERGY, INC. ANNOUNCES THIRD QUARTER 2024 FINANCIAL AND OPERATING RESULTS
Midland, TX (November 4, 2024) - Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced financial and operating results for the third quarter ended September 30, 2024.
THIRD QUARTER 2024 HIGHLIGHTS
•As previously announced, closed merger with Endeavor Energy Resources, L.P. ("Endeavor") on September 10, 2024
•Average production of 321.1 MBO/d (571.1 MBOE/d)
•Net cash provided by operating activities of $1.2 billion; Operating Cash Flow Before Working Capital Changes (as defined and reconciled below) of $1.4 billion
•Cash capital expenditures of $688 million
•Free Cash Flow (as defined and reconciled below) of $708 million; Adjusted Free Cash Flow (as defined and reconciled below) of $1.0 billion
•Declared Q3 2024 base cash dividend of $0.90 per share payable on November 21, 2024; implies a 2.0% annualized yield based on November 1, 2024 closing share price of $175.81
•Repurchased 2,919,763 shares of common stock in Q3 2024 for $515 million, excluding excise tax (at a weighted average price of $176.40 per share); repurchased 1,029,191 shares of common stock to date in Q4 2024 for $185 million, excluding excise tax (at a weighted average price of $180.13 per share)
•Total Q3 2024 return of capital of $780 million; represents ~78% of Adjusted Free Cash Flow (as defined and reconciled below) from stock repurchases and the declared Q3 2024 base dividend
•As previously announced, Board approved a $2.0 billion increase to share repurchase authorization to $6.0 billion from $4.0 billion previously
TRP ENERGY (“TRP”) TRADE
•On November 3rd, Diamondback and TRP entered into a definitive agreement under which Diamondback will trade certain Delaware Basin assets and pay approximately $238 million in cash to TRP in exchange for TRP’s Midland Basin assets
•TRP’s Midland Basin assets are made up of ~15,000 net acres across Upton and Reagan counties and consist of 55 remaining undeveloped operated locations, the majority of which immediately compete for capital
•The asset also includes 18 Drilled Uncompleted Wells ("DUCs") which provide for additional capital allocation flexibility
•The trade is expected to be accretive to both Cash Flow and Free Cash Flow per share and enhances Diamondback's near-term oil production profile
•Expected to close in December 2024, subject to customary regulatory approvals and closing conditions
•Jefferies LLC is serving as financial advisor to Diamondback. Kirkland & Ellis LLP is serving as legal advisor to Diamondback. J.P. Morgan Securities LLC, Moelis & Company and RBC Capital Markets are acting as financial advisors to TRP. Clifford Chance US LLP is serving as legal advisor to TRP.
OPERATIONS UPDATE
The tables below provide a summary of operating activity for the third quarter of 2024.
| Total Activity (Gross Operated): | |||||||||||
| Number of Wells Drilled | Number of Wells Completed | ||||||||||
| Midland Basin | 71 | 87 | |||||||||
| Delaware Basin | 5 | 8 | |||||||||
| Total | 76 | 95 | |||||||||
| Total Activity (Net Operated): | |||||||||||
Number of Wells Drilled(1) | Number of Wells Completed(1) | ||||||||||
| Midland Basin | 67 | 95 | |||||||||
| Delaware Basin | 4 | 7 | |||||||||
| Total | 71 | 102 | |||||||||
(1)Includes two additional net wells drilled and nine additional net wells completed, respectively, from interests acquired in the Endeavor Acquisition during the first six months of 2024.
During the third quarter of 2024, Diamondback drilled 71 gross wells in the Midland Basin and five gross wells in the Delaware Basin. The Company turned 87 operated wells to production in the Midland Basin and eight gross wells in the Delaware Basin, with an average lateral length of 12,238 feet. Operated completions during the third quarter consisted of 22 Wolfcamp A wells, 21 Lower Spraberry wells, 15 Jo Mill wells, 14 Wolfcamp B wells, 12 Middle Spraberry wells, four Dean wells, four Third Bone Spring wells and three Upper Spraberry wells.
For the first nine months of 2024, Diamondback drilled 211 gross wells in the Midland Basin and 24 gross wells in the Delaware Basin. The Company turned 267 operated wells to production in the Midland Basin and 15 operated wells to production in the Delaware Basin. The average lateral length for wells completed during the first nine months of 2024 was 11,645 feet, and consisted of 72 Lower Spraberry wells, 61 Wolfcamp A wells, 45 Wolfcamp B wells, 40 Jo Mill wells, 34 Middle Spraberry wells, nine Wolfcamp D wells, nine Dean wells, six Upper Spraberry wells, four Third Bone Spring wells, one Second Bone Spring well and one Barnett well.
FINANCIAL UPDATE
Diamondback's third quarter 2024 net income was $659 million, or $3.19 per diluted share. Adjusted net income (as defined and reconciled below) for the third quarter was $698 million, or $3.38 per diluted share.
Third quarter 2024 net cash provided by operating activities was $1.2 billion. Through the first nine months of 2024, Diamondback's net cash provided by operating activities was $4.1 billion.
During the third quarter of 2024, Diamondback spent $633 million on operated and non-operated drilling and completions, $52 million on infrastructure and environmental and $3 million on midstream, for total cash capital expenditures of $688 million. Through the first nine months of 2024, Diamondback spent
$1.8 billion on operated and non-operated drilling and completions, $128 million on infrastructure and environmental and $8 million on midstream, for total cash capital expenditures of $1.9 billion.
Third quarter 2024 Consolidated Adjusted EBITDA (as defined and reconciled below) was $1.8 billion. Adjusted EBITDA net of non-controlling interest (as defined and reconciled below) for the third quarter was $1.7 billion.
Diamondback's third quarter 2024 Free Cash Flow (as defined and reconciled below) was $708 million. Adjusted Free Cash Flow (as reconciled and defined below) for the third quarter was $1.0 billion. Through September 30, 2024, Diamondback's Free Cash Flow was $2.3 billion, with $2.7 billion of Adjusted Free Cash Flow over the same period.
Third quarter 2024 average unhedged realized prices were $73.13 per barrel of oil, $(0.26) per Mcf of natural gas and $17.70 per barrel of natural gas liquids ("NGLs"), resulting in a total equivalent unhedged realized price of $44.80 per BOE.
Diamondback's cash operating costs for the third quarter of 2024 were $11.49 per BOE, including lease operating expenses ("LOE") of $6.01 per BOE, cash general and administrative ("G&A") expenses of $0.63 per BOE, production and ad valorem taxes of $2.91 per BOE and gathering, processing and transportation expenses of $1.94 per BOE.
As of September 30, 2024, Diamondback had $201 million in standalone cash and $115 million in borrowings outstanding under its revolving credit facility, with approximately $2.4 billion available for future borrowings under the facility and approximately $2.6 billion of total liquidity. As of September 30, 2024, the Company had consolidated total debt of $13.1 billion and consolidated net debt (as defined and reconciled below) of $12.7 billion, up from consolidated total debt of $12.2 billion and up from consolidated net debt of $5.3 billion as of June 30, 2024. Effective in September 2024, the Company's borrowing base and elected commitment was increased to $2.5 billion from $1.6 billion previously.
DIVIDEND DECLARATIONS
Diamondback announced today that the Company's Board of Directors declared a base cash dividend of $0.90 per common share for the third quarter of 2024 payable on November 21, 2024 to stockholders of record at the close of business on November 14, 2024.
Future base and variable dividends remain subject to review and approval at the discretion of the Company's Board of Directors.
COMMON STOCK REPURCHASE PROGRAM
During the third quarter of 2024, Diamondback repurchased ~2.9 million shares of common stock at an average share price of $176.40 for a total cost of approximately $515 million, excluding excise tax. To date, Diamondback has repurchased ~23.3 million shares of common stock at an average share price of $133.48 for a total cost of approximately $3.1 billion and has approximately $2.9 billion remaining on its current share buyback authorization. Subject to factors discussed below, Diamondback intends to continue to purchase common stock under the common stock repurchase program opportunistically with cash on hand, free cash flow from operations and proceeds from potential liquidity events such as the sale of assets. This repurchase program has no time limit and may be suspended from time to time, modified, extended or discontinued by the Board at any time. Purchases under the repurchase program may be made
from time to time in privately negotiated transactions, or in open market transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will be subject to market conditions, applicable regulatory and legal requirements and other factors. Any common stock purchased as part of this program will be retired.
UPDATED 2024 GUIDANCE
Below is Diamondback's guidance for the full year 2024, which includes fourth quarter production, unit costs and capital guidance. The Company's production and capital guidance for the full year 2024 has been updated to give effect to the Endeavor merger, which was completed on September 10, 2024.
2024 Guidance | 2024 Guidance | |||||||
| Diamondback Energy, Inc. | Viper Energy, Inc. | |||||||
2024 Net production - MBOE/d | 587 - 590 (from 462 - 470) | 48.75 - 49.25 | ||||||
2024 Oil production - MBO/d | 335 - 337 (from 273 - 276) | 27.00 - 27.25 | ||||||
Q4 2024 Oil production - MBO/d (total - MBOE/d) | 470 - 475 (840 - 850) | 29.25 - 29.75 (52.50 - 53.00) | ||||||
Q4 2024 Unit costs ($/BOE) | ||||||||
| Lease operating expenses, including workovers | $5.90 - $6.20 | |||||||
| G&A | ||||||||
| Cash G&A | $0.55 - $0.65 | |||||||
| Non-cash equity-based compensation | $0.25 - $0.40 | |||||||
| DD&A | $14.00 - $15.00 | |||||||
| Interest expense (net of interest income) | $0.25 - $0.50 | |||||||
Gathering, processing and transportation | $1.60 - $1.80 | |||||||
| Production and ad valorem taxes (% of revenue) | ~7% | |||||||
| Corporate tax rate (% of pre-tax income) | 23% | |||||||
| Cash tax rate (% of pre-tax income) | 15% - 18% | |||||||
Cash taxes ($ - million) | $240 - $300 | $13 - $18 | ||||||
| Capital Budget ($ - million) | ||||||||
2024 Total capital expenditures | $2,875 - $3,000 (from $2,350 - $2,450) | |||||||
Q4 2024 Capital expenditures | $950 - $1,050 | |||||||
Q4 2024 Gross horizontal wells drilled (net) | 105 - 125 (100 - 118) | |||||||
Q4 2024 Gross horizontal wells completed (net) | 110 - 130 (102 - 120) | |||||||
CONFERENCE CALL
Diamondback will host a conference call and webcast for investors and analysts to discuss its results for the third quarter of 2024 on Tuesday, November 5, 2024 at 8:00 a.m. CT. Access to the webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Diamondback’s website at www.diamondbackenergy.com under the “Investor Relations” section of the site.
About Diamondback Energy, Inc.
Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger and other acquisitions or divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.
Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of
charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.
In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.
| Diamondback Energy, Inc. | |||||||||||
Condensed Consolidated Balance Sheets | |||||||||||
| (unaudited, in millions, except share amounts) | |||||||||||
| September 30, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents ($169 million and $26 million related to Viper) | $ | 370 | $ | 582 | |||||||
| Restricted cash | 3 | 3 | |||||||||
| Accounts receivable: | |||||||||||
| Joint interest and other, net | 233 | 192 | |||||||||
Oil and natural gas sales, net ($109 million and $109 million related to Viper) | 1,197 | 654 | |||||||||
| Inventories | 126 | 63 | |||||||||
| Derivative instruments | 42 | 17 | |||||||||
| Prepaid expenses and other current assets | 51 | 110 | |||||||||
| Total current assets | 2,022 | 1,621 | |||||||||
| Property and equipment: | |||||||||||
Oil and natural gas properties, full cost method of accounting ($21,971 million and $8,659 million excluded from amortization at September 30, 2024 and December 31, 2023, respectively) ($4,771 million and $4,629 million related to Viper and $1,623 million and $1,769 million excluded from amortization related to Viper) | 79,718 | 42,430 | |||||||||
| Other property, equipment and land | 1,417 | 673 | |||||||||
Accumulated depletion, depreciation, amortization and impairment ($1,016 million and $866 million related to Viper) | (18,082) | (16,429) | |||||||||
| Property and equipment, net | 63,053 | 26,674 | |||||||||
| Funds held in escrow | 43 | — | |||||||||
| Equity method investments | 377 | 529 | |||||||||
| Derivative instruments | 38 | 1 | |||||||||
| Deferred income taxes, net | 62 | 45 | |||||||||
| Investment in real estate, net | 81 | 84 | |||||||||
| Other assets | 71 | 47 | |||||||||
| Total assets | $ | 65,747 | $ | 29,001 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable - trade | $ | 198 | $ | 261 | |||||||
| Accrued capital expenditures | 641 | 493 | |||||||||
| Current maturities of long-term debt | 1,000 | — | |||||||||
| Other accrued liabilities | 857 | 475 | |||||||||
| Revenues and royalties payable | 1,444 | 764 | |||||||||
| Derivative instruments | 34 | 86 | |||||||||
| Income taxes payable | 289 | 29 | |||||||||
| Total current liabilities | 4,463 | 2,108 | |||||||||
Long-term debt ($822 million and $1,083 million related to Viper) | 11,923 | 6,641 | |||||||||
| Derivative instruments | 79 | 122 | |||||||||
| Asset retirement obligations | 493 | 239 | |||||||||
| Deferred income taxes | 9,952 | 2,449 | |||||||||
| Other long-term liabilities | 18 | 12 | |||||||||
| Total liabilities | 26,928 | 11,571 | |||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $0.01 par value; 800,000,000 shares authorized; 292,742,664 and 178,723,871 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 3 | 2 | |||||||||
| Additional paid-in capital | 34,007 | 14,142 | |||||||||
| Retained earnings (accumulated deficit) | 3,427 | 2,489 | |||||||||
| Accumulated other comprehensive income (loss) | (8) | (8) | |||||||||
| Total Diamondback Energy, Inc. stockholders’ equity | 37,429 | 16,625 | |||||||||
| Non-controlling interest | 1,390 | 805 | |||||||||
| Total equity | 38,819 | 17,430 | |||||||||
| Total liabilities and stockholders' equity | $ | 65,747 | $ | 29,001 | |||||||
| Diamondback Energy, Inc. | |||||||||||||||||||||||
| Condensed Consolidated Statements of Operations | |||||||||||||||||||||||
| (unaudited, $ in millions except per share data, shares in thousands) | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil, natural gas and natural gas liquid sales | $ | 2,354 | $ | 2,265 | $ | 6,629 | $ | 6,063 | |||||||||||||||
| Sales of purchased oil | 282 | 59 | 698 | 59 | |||||||||||||||||||
| Other operating income | 9 | 16 | 28 | 62 | |||||||||||||||||||
| Total revenues | 2,645 | 2,340 | 7,355 | 6,184 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Lease operating expenses | 316 | 226 | 825 | 618 | |||||||||||||||||||
| Production and ad valorem taxes | 153 | 118 | 413 | 421 | |||||||||||||||||||
| Gathering, processing and transportation | 102 | 73 | 261 | 209 | |||||||||||||||||||
| Purchased oil expense | 280 | 59 | 696 | 59 | |||||||||||||||||||
| Depreciation, depletion, amortization and accretion | 742 | 442 | 1,694 | 1,277 | |||||||||||||||||||
| General and administrative expenses | 49 | 34 | 141 | 111 | |||||||||||||||||||
| Merger and integration expense | 258 | 1 | 273 | 11 | |||||||||||||||||||
| Other operating expenses | 35 | 47 | 68 | 113 | |||||||||||||||||||
| Total costs and expenses | 1,935 | 1,000 | 4,371 | 2,819 | |||||||||||||||||||
| Income (loss) from operations | 710 | 1,340 | 2,984 | 3,365 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (18) | (37) | (101) | (130) | |||||||||||||||||||
| Other income (expense), net | 89 | 33 | 87 | 61 | |||||||||||||||||||
| Gain (loss) on derivative instruments, net | 131 | (76) | 101 | (358) | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | — | — | 2 | (4) | |||||||||||||||||||
| Income (loss) from equity investments, net | 6 | 9 | 23 | 39 | |||||||||||||||||||
| Total other income (expense), net | 208 | (71) | 112 | (392) | |||||||||||||||||||
| Income (loss) before income taxes | 918 | 1,269 | 3,096 | 2,973 | |||||||||||||||||||
| Provision for (benefit from) income taxes | 210 | 276 | 685 | 648 | |||||||||||||||||||
| Net income (loss) | 708 | 993 | 2,411 | 2,325 | |||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | 49 | 78 | 147 | 142 | |||||||||||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 659 | $ | 915 | $ | 2,264 | $ | 2,183 | |||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | 3.19 | $ | 5.07 | $ | 12.00 | $ | 12.01 | |||||||||||||||
| Diluted | $ | 3.19 | $ | 5.07 | $ | 12.00 | $ | 12.01 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 204,730 | 178,872 | 187,253 | 180,400 | |||||||||||||||||||
| Diluted | 204,730 | 178,872 | 187,253 | 180,400 | |||||||||||||||||||
| Diamondback Energy, Inc. | |||||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||||||||||||||||
| (unaudited, in millions) | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net income (loss) | $ | 708 | $ | 993 | $ | 2,411 | $ | 2,325 | |||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||||||||
| Provision for (benefit from) deferred income taxes | 51 | 10 | 180 | 185 | |||||||||||||||||||
| Depreciation, depletion, amortization and accretion | 742 | 442 | 1,694 | 1,277 | |||||||||||||||||||
| (Gain) loss on extinguishment of debt | — | — | (2) | 4 | |||||||||||||||||||
| (Gain) loss on derivative instruments, net | (131) | 76 | (101) | 358 | |||||||||||||||||||
| Cash received (paid) on settlement of derivative instruments | (4) | (24) | (36) | (62) | |||||||||||||||||||
| (Income) loss from equity investment, net | (6) | (9) | (23) | (39) | |||||||||||||||||||
| Equity-based compensation expense | 16 | 13 | 49 | 40 | |||||||||||||||||||
| Other | 20 | 3 | 77 | (23) | |||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | 106 | (256) | 61 | (218) | |||||||||||||||||||
| Income tax receivable | — | 103 | 12 | 267 | |||||||||||||||||||
| Prepaid expenses and other current assets | (11) | (8) | 78 | 5 | |||||||||||||||||||
| Accounts payable and accrued liabilities | (395) | (28) | (490) | 46 | |||||||||||||||||||
| Income taxes payable | (36) | 23 | (51) | 4 | |||||||||||||||||||
| Revenues and royalties payable | 95 | 53 | 109 | 139 | |||||||||||||||||||
| Other | 54 | (33) | 104 | (12) | |||||||||||||||||||
| Net cash provided by (used in) operating activities | 1,209 | 1,358 | 4,072 | 4,296 | |||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Drilling, completions, infrastructure and midstream additions to oil and natural gas properties | (688) | (684) | (1,934) | (2,052) | |||||||||||||||||||
| Property acquisitions | (7,791) | (168) | (7,994) | (1,193) | |||||||||||||||||||
| Proceeds from sale of assets | 207 | 868 | 459 | 1,400 | |||||||||||||||||||
| Other | 106 | (1) | 103 | (14) | |||||||||||||||||||
| Net cash provided by (used in) investing activities | (8,166) | 15 | (9,366) | (1,859) | |||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Proceeds under term loan agreement | 1,000 | — | 1,000 | — | |||||||||||||||||||
| Proceeds from borrowings under credit facilities | 1,011 | 1,015 | 1,185 | 4,466 | |||||||||||||||||||
| Repayments under credit facilities | (1,073) | (1,332) | (1,333) | (4,368) | |||||||||||||||||||
| Proceeds from senior notes | — | — | 5,500 | — | |||||||||||||||||||
| Repayment of senior notes | — | — | (25) | (134) | |||||||||||||||||||
| Repurchased shares under buyback program | (515) | (56) | (557) | (709) | |||||||||||||||||||
| Repurchased shares/units under Viper's buyback program | — | (10) | — | (67) | |||||||||||||||||||
| Proceeds from partial sale of investment in Viper Energy, Inc. | — | — | 451 | — | |||||||||||||||||||
| Net proceeds from Viper's issuance of common stock | 476 | — | 476 | — | |||||||||||||||||||
| Dividends paid to stockholders | (416) | (149) | (1,316) | (841) | |||||||||||||||||||
| Dividends/distributions to non-controlling interest | (59) | (25) | (157) | (84) | |||||||||||||||||||
| Other | (5) | (7) | (142) | (34) | |||||||||||||||||||
| Net cash provided by (used in) financing activities | 419 | (564) | 5,082 | (1,771) | |||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (6,538) | 809 | (212) | 666 | |||||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 6,911 | 21 | 585 | 164 | |||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 373 | $ | 830 | $ | 373 | $ | 830 | |||||||||||||||
| Diamondback Energy, Inc. | |||||||||||||||||
| Selected Operating Data | |||||||||||||||||
| (unaudited) | |||||||||||||||||
| Three Months Ended | |||||||||||||||||
| September 30, 2024 | June 30, 2024 | September 30, 2023 | |||||||||||||||
| Production Data: | |||||||||||||||||
| Oil (MBbls) | 29,537 | 25,129 | 24,482 | ||||||||||||||
| Natural gas (MMcf) | 66,519 | 51,310 | 49,423 | ||||||||||||||
| Natural gas liquids (MBbls) | 11,918 | 9,514 | 8,943 | ||||||||||||||
Combined volumes (MBOE)(1) | 52,541 | 43,195 | 41,662 | ||||||||||||||
| Daily oil volumes (BO/d) | 321,054 | 276,143 | 266,109 | ||||||||||||||
| Daily combined volumes (BOE/d) | 571,098 | 474,670 | 452,848 | ||||||||||||||
| Average Prices: | |||||||||||||||||
| Oil ($ per Bbl) | $ | 73.13 | $ | 79.51 | $ | 81.57 | |||||||||||
| Natural gas ($ per Mcf) | $ | (0.26) | $ | 0.10 | $ | 1.62 | |||||||||||
| Natural gas liquids ($ per Bbl) | $ | 17.70 | $ | 17.97 | $ | 21.02 | |||||||||||
| Combined ($ per BOE) | $ | 44.80 | $ | 50.33 | $ | 54.37 | |||||||||||
Oil, hedged ($ per Bbl)(2) | $ | 72.32 | $ | 78.55 | $ | 80.51 | |||||||||||
Natural gas, hedged ($ per Mcf)(2) | $ | 0.60 | $ | 1.03 | $ | 1.62 | |||||||||||
Natural gas liquids, hedged ($ per Bbl)(2) | $ | 17.70 | $ | 17.97 | $ | 21.02 | |||||||||||
Average price, hedged ($ per BOE)(2) | $ | 45.43 | $ | 50.89 | $ | 53.74 | |||||||||||
| Average Costs per BOE: | |||||||||||||||||
| Lease operating expenses | $ | 6.01 | $ | 5.88 | $ | 5.42 | |||||||||||
| Production and ad valorem taxes | 2.91 | 3.26 | 2.83 | ||||||||||||||
| Gathering, processing and transportation expense | 1.94 | 1.90 | 1.75 | ||||||||||||||
| General and administrative - cash component | 0.63 | 0.63 | 0.51 | ||||||||||||||
| Total operating expense - cash | $ | 11.49 | $ | 11.67 | $ | 10.51 | |||||||||||
| General and administrative - non-cash component | $ | 0.30 | $ | 0.44 | $ | 0.31 | |||||||||||
| Depreciation, depletion, amortization and accretion per BOE | $ | 14.12 | $ | 11.18 | $ | 10.61 | |||||||||||
| Interest expense, net | $ | 0.34 | $ | 1.02 | $ | 0.89 | |||||||||||
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices and include gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting. Hedged prices exclude gains or losses resulting from the early settlement of commodity derivative contracts.
NON-GAAP FINANCIAL MEASURES
ADJUSTED EBITDA
Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted EBITDA as net income (loss) attributable to Diamondback Energy, Inc., plus net income (loss) attributable to non-controlling interest ("net income (loss)") before non-cash (gain) loss on derivative instruments, net, interest expense, net, depreciation, depletion, amortization and accretion, depreciation and interest expense related to equity method investments, (gain) loss on extinguishment of debt, if any, non-cash equity-based compensation expense, capitalized equity-based compensation expense, merger and integration expenses, other non-cash transactions and provision for (benefit from) income taxes, if any. Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles ("GAAP"). Management believes Adjusted EBITDA is useful because the measure allows it to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. The Company adds the items listed above to net income (loss) to determine Adjusted EBITDA because these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Further, the Company excludes the effects of significant transactions that may affect earnings but are unpredictable in nature, timing and amount, although they may recur in different reporting periods. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of the Company’s operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets. The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts.
The following tables present a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP financial measure of Adjusted EBITDA:
| Diamondback Energy, Inc. | |||||||||||||||||
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | |||||||||||||||||
| (unaudited, in millions) | |||||||||||||||||
| Three Months Ended | |||||||||||||||||
| September 30, 2024 | June 30, 2024 | September 30, 2023 | |||||||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 659 | $ | 837 | $ | 915 | |||||||||||
| Net income (loss) attributable to non-controlling interest | 49 | 57 | 78 | ||||||||||||||
| Net income (loss) | 708 | 894 | 993 | ||||||||||||||
| Non-cash (gain) loss on derivative instruments, net | (135) | (46) | 52 | ||||||||||||||
| Interest expense, net | 18 | 44 | 37 | ||||||||||||||
| Depreciation, depletion, amortization and accretion | 742 | 483 | 442 | ||||||||||||||
| Depreciation and interest expense related to equity method investments | 15 | 23 | 18 | ||||||||||||||
| Non-cash equity-based compensation expense | 24 | 26 | 21 | ||||||||||||||
| Capitalized equity-based compensation expense | (8) | (7) | (8) | ||||||||||||||
| Merger and integration expenses | 258 | 3 | 1 | ||||||||||||||
| Other non-cash transactions | (72) | 6 | (12) | ||||||||||||||
| Provision for (benefit from) income taxes | 210 | 252 | 276 | ||||||||||||||
| Consolidated Adjusted EBITDA | 1,760 | 1,678 | 1,820 | ||||||||||||||
| Less: Adjustment for non-controlling interest | 104 | 103 | 78 | ||||||||||||||
| Adjusted EBITDA attributable to Diamondback Energy, Inc. | $ | 1,656 | $ | 1,575 | $ | 1,742 | |||||||||||
ADJUSTED NET INCOME
Adjusted net income is a non-GAAP financial measure equal to net income (loss) attributable to Diamondback Energy, Inc. plus net income (loss) attributable to non-controlling interest ("net income (loss)") adjusted for non-cash (gain) loss on derivative instruments, net, (gain) loss on extinguishment of debt, if any, merger and integration expense, other non-cash transactions and related income tax adjustments, if any. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes adjusted net income helps investors in the oil and natural gas industry to measure and compare the Company's performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors. Further, in order to allow investors to compare the Company's performance across periods, the Company excludes the effects of significant transactions that may affect earnings but are unpredictable in nature, timing and amount, although they may recur in different reporting periods.
The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP measure of adjusted net income:
| Diamondback Energy, Inc. | |||||||||||
| Adjusted Net Income | |||||||||||
| (unaudited, $ in millions except per share data, shares in thousands) | |||||||||||
| Three Months Ended September 30, 2024 | |||||||||||
| Amounts | Amounts Per Diluted Share | ||||||||||
Net income (loss) attributable to Diamondback Energy, Inc.(1) | $ | 659 | $ | 3.19 | |||||||
| Net income (loss) attributable to non-controlling interest | 49 | 0.24 | |||||||||
Net income (loss)(1) | 708 | 3.43 | |||||||||
| Non-cash (gain) loss on derivative instruments, net | (135) | (0.66) | |||||||||
| Merger and integration expense | 258 | 1.26 | |||||||||
| Other non-cash transactions | (72) | (0.35) | |||||||||
Adjusted net income excluding above items(1) | 759 | 3.68 | |||||||||
| Income tax adjustment for above items | (12) | (0.06) | |||||||||
Adjusted net income(1) | 747 | 3.62 | |||||||||
| Less: Adjusted net income attributable to non-controlling interest | 49 | 0.24 | |||||||||
Adjusted net income attributable to Diamondback Energy, Inc.(1) | $ | 698 | $ | 3.38 | |||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | 204,730 | ||||||||||
| Diluted | 204,730 | ||||||||||
(1) The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of common stock and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Diamondback Energy, Inc, (ii) less the reallocation of $6 million in earnings attributable to participating securities, (iii) divided by diluted weighted average common shares outstanding.
OPERATING CASH FLOW BEFORE WORKING CAPITAL CHANGES AND FREE CASH FLOW
Operating cash flow before working capital changes, which is a non-GAAP financial measure, represents net cash provided by operating activities as determined under GAAP without regard to changes in operating assets and liabilities. The Company believes operating cash flow before working capital changes is a useful measure of an oil and natural gas company’s ability to generate cash used to fund exploration, development and acquisition activities and service debt or pay dividends. The Company also uses this measure because changes in operating assets and liabilities relate to the timing of cash receipts and disbursements that the Company may not control and may not relate to the period in which the operating activities occurred. This allows the Company to compare its operating performance with that of other companies without regard to financing methods and capital structure.
Free Cash Flow, which is a non-GAAP financial measure, is cash flow from operating activities before changes in working capital in excess of cash capital expenditures. The Company believes that Free Cash Flow is useful to investors as it provides measures to compare both cash flow from operating activities and additions to oil and natural gas properties across periods on a consistent basis as adjusted for non-recurring tax impacts from divestitures, merger and integration expenses, the early termination of derivative contracts and settlements of treasury locks. These measures should not be considered as an alternative to, or more meaningful than, net cash provided by operating activities as an indicator of operating performance. The Company's computation of Free Cash Flow may not be comparable to other similarly titled measures of other companies. The Company uses Free Cash Flow to reduce debt, as well as return capital to stockholders as determined by the Board of Directors.
The following tables present a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP measure of operating cash flow before working capital changes and to the non-GAAP measure of Free Cash Flow:
| Diamondback Energy, Inc. | |||||||||||||||||||||||
Operating Cash Flow Before Working Capital Changes and Free Cash Flow | |||||||||||||||||||||||
| (unaudited, in millions) | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 1,209 | $ | 1,358 | $ | 4,072 | $ | 4,296 | |||||||||||||||
| Less: Changes in cash due to changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | 106 | (256) | 61 | (218) | |||||||||||||||||||
| Income tax receivable | — | 103 | 12 | 267 | |||||||||||||||||||
| Prepaid expenses and other current assets | (11) | (8) | 78 | 5 | |||||||||||||||||||
| Accounts payable and accrued liabilities | (395) | (28) | (490) | 46 | |||||||||||||||||||
| Income taxes payable | (36) | 23 | (51) | 4 | |||||||||||||||||||
| Revenues and royalties payable | 95 | 53 | 109 | 139 | |||||||||||||||||||
| Other | 54 | (33) | 104 | (12) | |||||||||||||||||||
| Total working capital changes | (187) | (146) | (177) | 231 | |||||||||||||||||||
| Operating cash flow before working capital changes | 1,396 | 1,504 | 4,249 | 4,065 | |||||||||||||||||||
| Drilling, completions, infrastructure and midstream additions to oil and natural gas properties | (688) | (684) | (1,934) | (2,052) | |||||||||||||||||||
| Total Cash CAPEX | (688) | (684) | (1,934) | (2,052) | |||||||||||||||||||
| Free Cash Flow | 708 | 820 | 2,315 | 2,013 | |||||||||||||||||||
Tax impact from divestitures(1) | — | 64 | — | 64 | |||||||||||||||||||
| Merger and integration expenses | 258 | — | 273 | — | |||||||||||||||||||
| Early termination of derivatives | 37 | — | 37 | — | |||||||||||||||||||
| Treasury locks | — | — | 25 | — | |||||||||||||||||||
| Adjusted Free Cash Flow | $ | 1,003 | $ | 884 | $ | 2,650 | $ | 2,077 | |||||||||||||||
(1) Includes the tax impact for the disposal of certain Midland Basin water assets and Delaware Basin oil gathering assets.
NET DEBT
The Company defines the non-GAAP measure of net debt as total debt (excluding debt issuance costs, discounts, premiums and unamortized basis adjustments) less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company's leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.
| Diamondback Energy, Inc. | |||||||||||||||||||||||||||||||||||
| Net Debt | |||||||||||||||||||||||||||||||||||
| (unaudited, in millions) | |||||||||||||||||||||||||||||||||||
| September 30, 2024 | Net Q3 Principal Borrowings/(Repayments) | June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
Diamondback Energy, Inc.(1) | $ | 12,284 | $ | 1,115 | $ | 11,169 | $ | 5,669 | $ | 5,697 | $ | 5,697 | |||||||||||||||||||||||
Viper Energy, Inc.(1) | 830 | (177) | 1,007 | 1,103 | 1,093 | 680 | |||||||||||||||||||||||||||||
| Total debt | 13,114 | $ | 938 | 12,176 | 6,772 | 6,790 | 6,377 | ||||||||||||||||||||||||||||
| Cash and cash equivalents | (370) | (6,908) | (896) | (582) | (827) | ||||||||||||||||||||||||||||||
| Net debt | $ | 12,744 | $ | 5,268 | $ | 5,876 | $ | 6,208 | $ | 5,550 | |||||||||||||||||||||||||
(1) Excludes debt issuance costs, discounts, premiums and unamortized basis adjustments.
DERIVATIVES
As of November 1, 2024, the Company had the following outstanding consolidated derivative contracts, including derivative contracts at Viper Energy, Inc. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent pricing and with natural gas derivative settlements based on the New York Mercantile Exchange Henry Hub pricing. When aggregating multiple contracts, the weighted average contract price is disclosed.
| Crude Oil (Bbls/day, $/Bbl) | |||||||||||||||||||||||||||||||||||
| Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | FY2026 | ||||||||||||||||||||||||||||||
| Long Puts - Crude Brent Oil | 82,000 | 52,000 | 33,000 | 10,000 | — | — | |||||||||||||||||||||||||||||
| Long Put Price ($/Bbl) | $57.44 | $60.00 | $60.00 | $60.00 | — | — | |||||||||||||||||||||||||||||
| Deferred Premium ($/Bbl) | $-1.52 | $-1.48 | $-1.50 | $-1.63 | — | — | |||||||||||||||||||||||||||||
| Long Puts - WTI (Magellan East Houston) | 35,000 | 58,000 | 46,000 | 22,000 | — | — | |||||||||||||||||||||||||||||
| Long Put Price ($/Bbl) | $57.57 | $56.21 | $55.22 | $55.00 | — | — | |||||||||||||||||||||||||||||
| Deferred Premium ($/Bbl) | $-1.61 | $-1.58 | $-1.56 | $-1.64 | — | — | |||||||||||||||||||||||||||||
| Long Puts - WTI (Cushing) | 125,000 | 138,000 | 109,000 | 38,000 | — | — | |||||||||||||||||||||||||||||
| Long Put Price ($/Bbl) | $57.28 | $56.63 | $55.73 | $55.00 | — | — | |||||||||||||||||||||||||||||
| Deferred Premium ($/Bbl) | $-1.61 | $-1.58 | $-1.56 | $-1.50 | — | — | |||||||||||||||||||||||||||||
| Costless Collars - WTI (Cushing) | 46,000 | 13,000 | — | — | — | — | |||||||||||||||||||||||||||||
| Long Put Price ($/Bbl) | $60.87 | $60.00 | — | — | — | — | |||||||||||||||||||||||||||||
| Short Call Price ($/Bbl) | $89.91 | $89.55 | — | — | — | — | |||||||||||||||||||||||||||||
| Basis Swaps - WTI (Midland) | 43,000 | 58,000 | 45,000 | 45,000 | 45,000 | — | |||||||||||||||||||||||||||||
| $1.18 | $1.10 | $1.08 | $1.08 | $1.08 | — | ||||||||||||||||||||||||||||||
Roll Swaps - WTI | 40,000 | — | — | — | — | — | |||||||||||||||||||||||||||||
| $0.82 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Natural Gas (Mmbtu/day, $/Mmbtu) | |||||||||||||||||||||||||||||||||||
| Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | FY 2026 | ||||||||||||||||||||||||||||||
| Costless Collars - Henry Hub | 398,261 | 690,000 | 630,000 | 630,000 | 630,000 | 80,000 | |||||||||||||||||||||||||||||
| Long Put Price ($/Mmbtu) | $2.78 | $2.53 | $2.49 | $2.49 | $2.49 | $2.50 | |||||||||||||||||||||||||||||
| Ceiling Price ($/Mmbtu) | $6.53 | $5.41 | $5.46 | $5.46 | $5.46 | $5.95 | |||||||||||||||||||||||||||||
Natural Gas Swaps - Henry Hub | 13,370 | — | — | — | — | — | |||||||||||||||||||||||||||||
| $3.23 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Natural Gas Basis Swaps - Waha Hub | 471,630 | 650,000 | 590,000 | 590,000 | 590,000 | 10,000 | |||||||||||||||||||||||||||||
| $-1.11 | $-0.80 | $-0.83 | $-0.83 | $-0.83 | $-1.25 | ||||||||||||||||||||||||||||||
Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com
Exhibit 99.2
LETTER TO STOCKHOLDERS ISSUED BY DIAMONDBACK ENERGY, INC.
Midland, TX (November 4, 2024)
Diamondback Stockholders,
This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter.
Endeavor Closing:
Diamondback closed the Endeavor transaction on September 10th, which began the next chapter of the Company’s short history. In just under two months, the Diamondback and Endeavor teams have worked quickly towards a seamless integration. We onboarded more than 1,000 employees, moved over 650 combined offices and began working as one functional organization in the first week post-close.
The teams have already begun sharing best practices, which we witnessed in our first pro forma quarterly operations reviews a few weeks ago. At a high level, we have essentially merged two teams of basin experts. While we were once competitors, we can now share best practices and learnings from years of drilling and completing wells in the Midland Basin with what we believe is more combined data and basin experience than any competitor. This is a synergy that could not be modeled in our spreadsheet when the deal was announced, but I am confident this will accrue to the benefit of our stockholders in short order.
We are ahead of schedule in delivering the operational synergies we promised in conjunction with the merger. Our drilling and completions teams have already implemented the two most significant operational synergies: clear fluids for drilling and SimulFrac for completions. All our development in the fourth quarter will be executed with SimulFrac completions crews, with spot crews to be used for single-well tests like the Barnett Shale in the Midland Basin. On the drilling side, as of today, all of our rigs are operating with clear fluid drilling systems, and we have already seen wells on legacy Endeavor acreage drilled below post-synergy-expected cost per lateral foot.
At time of deal announcement, we promised to drill and complete wells for $625 per lateral foot in 2025 on Endeavor's acreage. I can say that today, in real time and two months post-announcement, we are averaging $600 per lateral foot across the combined Company - above expectations and ahead of schedule.
We are also actively learning from the Endeavor teams. On the execution front, we are optimistic about application and integration of some early learnings around the post-completion, drill-out process and believe there to be significant best practices to be shared across the combined production operations groups. We are also closely studying the various completion designs from the two companies and are
confident the combination of the best completion design with the lowest cost execution will be a winning formula.
As a result, I could not be more excited about the early progress from integration and remain confident in the team’s ability to meet or exceed the synergies promised at deal announcement.
TRP Energy (“TRP”) Asset Trade:
Our new combined acreage footprint has given us the flexibility to look at different opportunities across the Permian Basin. This is exemplified by a trade we just executed, where we signed an exchange agreement with TRP that allows us to play offense in our backyard by swapping a PDP-heavy asset in the Delaware Basin for a Midland Basin asset with more near-term development potential. In exchange for our Vermejo asset and ~$238 million in cash, we will receive TRP’s Midland Basin asset, which consists of approximately 15,000 net acres located in Upton and Reagan counties. The asset we will acquire in this trade has 55 remaining undeveloped operated locations, the majority of which compete for capital right away. The trade is expected to be accretive to our 2025 Cash Flow and Free Cash Flow per share and will high grade our inventory. We expect this trade to close by year-end, subject to customary regulatory approvals and closing conditions.
We will also continue to look for ways to improve our asset base, whether it be through traditional trades to be able to drill longer laterals and increase operated working interests or “out of the box” ideas such as TRP.
Third Quarter Operational Performance:
I am proud of our team’s ability to execute regardless of the circumstances and the third quarter was no exception. Our team put operations first even as many moved offices, integrated new team members and began to understand a large new asset. We are currently running 20 drilling rigs and expect to be down to 18 operated rigs by year-end. What we originally expected to drill with 22 - 24 rigs in 2025, we now expect we can drill with closer to 18 rigs. This is purely based on continued efficiency gains, a testament to the prowess of our drilling organization.
On the completions side of the business, we are currently running four SimulFrac crews, three of which are electric. We continue to exceed our original key performance indicators for 2024. We are completing on average nearly 4,000 lateral feet per day per crew, 30% more than we originally planned heading into the year. This increase is driven by higher pumping hours per day, higher average pump rates, lower swap times per stage and faster move times between pads.
Production:
For the quarter, Diamondback produced 321.1 MBO/d (571.1 MBOE/d), above the high end of the guidance range of 319 - 321 MBO/d (565 - 569 MBOE/d) that we released in October. As a reminder, this third quarter production incorporates twenty-one days of legacy Endeavor production. Well performance continues to meet or exceed expectations in our core Midland Basin position, setting us up well to continue to execute and achieve additional capital efficiency gains.
For the fourth quarter of 2024, we expect to produce 470 - 475 MBO/d (840 - 850 MBOE/d). This includes a minor contribution from Viper’s closed acquisition of Tumbleweed. It also shows we expect to hit pro forma production expectations sooner than originally expected.
Capital Expenditures:
In the third quarter, we spent $688 million on capital expenditures, which is in the middle of our updated guidance range of $675 - $700 million. For the fourth quarter, we expect to spend $950 - $1,050 million of capex.
The macro environment for oil prices and near-term global oil supply and demand dynamics remains volatile at best and tenuous at worst. Diamondback’s base case 2025 plan is still what was laid out with the Endeavor merger announcement in February (“generate oil production of 470 - 480 MBO/d (800 - 825 MBOE/d) with a capital budget of approximately $4.1 - $4.4 billion”), with oil production expected to increase by approximately 5 MBO/d due to contribution from the Viper Tumbleweed acquisition.
On the other hand, we are actively working all our options for 2025, including continuing to refine this base case plan. Should oil prices weaken from current levels, we will make the correct capital allocation decision and focus on Free Cash Flow generation and capital efficiency over oil volumes. Our size, scale, cost structure and inventory quality position us well for whatever direction the macro decides to take. Our return of capital program, combined with a strong balance sheet, allows us to increase stockholder returns when volatility increases.
Operating Costs:
Total cash operating costs decreased slightly quarter over quarter to $11.49 per BOE. Lease operating expense (“LOE”) in the third quarter was $6.01 per BOE, within our annual guidance range of $5.90 - $6.40 per BOE. Cash G&A was $0.63 within our annual guidance range of $0.55 - $0.65 per BOE. We have announced a preliminary look at run rate pro forma operating expenses and expect to solidify these numbers when we update the market for 2025 unit cost guidance. DD&A increased quarter over quarter to $14.12 as a result of the Endeavor assets being added to our balance sheet.
Financial Performance and Return of Capital:
Diamondback generated $1.2 billion of net cash provided by operating activities and operating cash flow before working capital changes of $1.4 billion. Adjusted Free Cash Flow was $1.0 billion. Unique to this quarter, we adjusted Free Cash Flow upwards to account for two one-time items: $258 million of merger and integration expense and $37 million of costs associated with unwinding a portion of our outstanding swap to floating interest rate hedges.
We will return ~78% of that Adjusted Free Cash Flow to stockholders through our base dividend and share repurchases. Our willingness to go above our base 50% return threshold was driven by our opportunistic share repurchase program, as we bought back ~$515 million worth of common stock at an average price of $176.40 / share in the third quarter. This includes 2 million shares repurchased for ~$350 million at a price of $175.11 per share in conjunction with the September secondary offering, where legacy Endeavor stockholders sold approximately 14.4 million shares. Diamondback’s participation in the offering is consistent with our opportunistic repurchase methodology, leaning into our repurchase program when we view our stock to be attractively valued at mid-cycle oil pricing.
We have continued to be active repurchasing shares in the fourth quarter, and quarter to date have bought back over $185 million worth of shares at an average share price of approximately $180.13.
As previously announced, our Board recently increased our share repurchase authorization to $6.0 billion from $4.0 billion previously. This gives us the flexibility to allocate capital appropriately and buy back shares in times of market stress.
Balance Sheet:
At quarter-end, we had approximately $13.1 billion of gross debt and $12.7 billion of net debt. We ended the quarter with $2.6 billion of liquidity at Diamondback, as we increased our borrowing base and elected commitments on our revolving credit facility to $2.5 billion from $1.6 billion previously.
In September, we also received upgrades from two of the three rating agencies, as S&P upgraded us to BBB from BBB- and Fitch moved us to BBB+ from BBB. Moody’s remained at Baa2.
As we have stated previously, our near-term goal is to lower consolidated net debt below $10 billion, which we expect to achieve through Free Cash Flow generation and proceeds from non-core asset sales. Our long-term priority is to maintain a leverage ratio of approximately 0.5x at mid-cycle oil pricing, or approximately $6 to $8 billion of net debt. We feel we can achieve this goal within the next couple of years solely by dedicating 50% of Free Cash Flow to debt paydown, while reserving the ability to flex up stockholder returns through opportunistic stock repurchases at times of excessive market volatility or one-time events such as secondary equity sell-downs.
Other Business:
We continue to use our equity method investments as valuable tools to improve our core operating business while also generating impressive returns, adding significant cash to our balance sheet. As we previously announced in July, Energy Transfer LP completed its acquisition of WTG Midstream Holdings LLC (“WTG”). Additionally, during the third quarter we completed the sale of our 4% interest in the Wink to Webster Pipeline.
With the sales of WTG and Wink to Webster complete, we now have three equity method investments remaining in our portfolio: the EPIC crude pipeline (“EPIC”), the BANGL Y-grade NGL pipeline and the Deep Blue sustainable water management company. We recently increased our ownership in EPIC from 10.0% to 27.5% and are excited about the growth potential of this long-haul crude pipe as well as our other investments. As such, we do not feel now is the right time to monetize these assets.
We continue to believe we can add significant value to our minerals company Viper (NASDAQ: VNOM) and Deep Blue through the potential drop down of Endeavor overrides and minerals to Viper and the sale of Endeavor’s extensive water infrastructure to Deep Blue, potentially accelerating our de-leveraging efforts in early 2025.
We are also excited about what we see as the next wave of equity method investments for Diamondback: power generation and potentially data center development. By leveraging our 65,000 surface acres in West Texas, cheap natural gas and abundant supply of produced water, we believe we can be a premier partner in this new wave of development. By generating our own in-basin power, we can solve two long-term issues that have plagued the Permian Basin: the need for natural gas egress and cheap, reliable electricity. We look forward to updating our stockholders on our progress on these initiatives in the coming quarters.
Closing:
2024 has been a transformative year for Diamondback. We are intensely focused on delivering on the promises we made to the market around synergies and believe, eight weeks in, we have a significant head start relative to original expectations.
Thank you for your ongoing support and interest in Diamondback Energy.
Travis D. Stice
Chairman of the Board and Chief Executive Officer
Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com
Forward-Looking Statements:
This letter contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger and other acquisitions or divestitures); the expected amount and timing of synergies from the Endeavor merger; and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this letter, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.
Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; concerns over a potential economic slowdown or recession; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.
In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor
can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.
Non-GAAP Financial Measures
This letter includes financial information not prepared in conformity with generally accepted accounting principles (GAAP), including free cash flow. The non-GAAP information should be considered by the reader in addition to, but not instead of, financial information prepared in accordance with GAAP. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measures can be found in Diamondback's quarterly results posted on Diamondback's website at www.diamondbackenergy.com/investors/. Furthermore, this letter includes or references certain forward-looking, non-GAAP financial measures. Because Diamondback provides these measures on a forward-looking basis, it cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP financial measures, such as future impairments and future changes in working capital. Accordingly, Diamondback is unable to present a quantitative reconciliation of such forward-looking, non-GAAP financial measures to the respective most directly comparable forward-looking GAAP financial measures. Diamondback believes that these forward-looking, non-GAAP measures may be a useful tool for the investment community in comparing Diamondback's forecasted financial performance to the forecasted financial performance of other companies in the industry.