Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Registrant Name | Sitio Royalties Corp. | ||
Entity Central Index Key | 0001949543 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 001-41585 | ||
Entity Tax Identification Number | 88-4140242 | ||
Entity Address, Address Line One | 1401 Lawrence Street | ||
Entity Address, Address Line Two | Suite 1750 | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80202 | ||
City Area Code | 720 | ||
Local Phone Number | 640-7620 | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | STR | ||
Security Exchange Name | NYSE | ||
Entity Public Float | $ 2.1 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Denver, CO | ||
Auditor Firm ID | 185 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2024 annual meeting of stockholders, to be filed no later than 120 days after the end of the fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 82,588,714 | ||
Class C Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 74,803,685 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 15,195,000 | $ 18,818,000 |
Accrued revenue and accounts receivable | 107,347,000 | 142,010,000 |
Prepaid assets | 12,362,000 | 12,489,000 |
Derivative asset | 19,080,000 | 18,874,000 |
Total current assets | 153,984,000 | 192,191,000 |
Oil and natural gas properties, successful efforts method: | ||
Unproved properties | 2,698,991,000 | 3,244,436,000 |
Proved properties | 2,377,196,000 | 1,926,214,000 |
Other property and equipment | 3,711,000 | 3,421,000 |
Accumulated depreciation, depletion, amortization, and impairment | (498,531,000) | (223,214,000) |
Total property and equipment, net | 4,581,367,000 | 4,950,857,000 |
Long-term derivative asset | 3,440,000 | 13,379,000 |
Deferred financing costs | 11,205,000 | 7,082,000 |
Operating lease right-of-use asset | 5,970,000 | 5,679,000 |
Other long-term assets | 2,835,000 | 1,714,000 |
Total long-term assets | 23,450,000 | 27,854,000 |
TOTAL ASSETS | 4,758,801,000 | 5,170,902,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 30,050,000 | 21,899,000 |
Warrant liability | 0 | 2,950,000 |
Operating lease liability | 1,725,000 | 1,563,000 |
Total current liabilities | 31,775,000 | 26,412,000 |
Long-term liabilities | ||
Long-term debt | 865,338,000 | 938,896,000 |
Deferred tax liability | 259,870,000 | 313,607,000 |
Non-current operating lease liability | 5,394,000 | 5,303,000 |
Other long-term liabilities | 1,150,000 | 89,000 |
Total long-term liabilities | 1,131,752,000 | 1,257,895,000 |
Total liabilities | 1,163,527,000 | 1,284,307,000 |
Commitments and contingencies (see Note 16) | ||
Equity | ||
Additional paid-in capital | 1,796,147,000 | 1,750,640,000 |
Accumulated deficit | (187,738,000) | (9,203,000) |
Noncontrolling interest | 1,987,526,000 | 2,164,228,000 |
Total equity | 3,595,274,000 | 3,886,595,000 |
TOTAL LIABILITIES AND EQUITY | 4,758,801,000 | 5,170,902,000 |
Class A Common Stock [Member] | ||
Equity | ||
Common stock, value | 8,000 | 8,000 |
Treasury, shares | (19,085,000) | |
Class C Common Stock [Member] | ||
Equity | ||
Common stock, value | 8,000 | $ 7,000 |
Treasury, shares | $ (677,000) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, shares outstanding | 74,939,080 | |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 82,451,397 | 80,804,956 |
Common stock, shares outstanding | 82,451,397 | 80,171,951 |
Treasury Stock, Shares | 0 | 633,005 |
Class C Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 74,965,217 | 74,347,005 |
Common stock, shares outstanding | 74,939,080 | 74,347,005 |
Treasury Stock, Shares | 26,137 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Oil, natural gas and natural gas liquids revenues | $ 574,542,000 | $ 355,430,000 | $ 118,548,000 |
Lease bonus and other income | 18,814,000 | 14,182,000 | 2,040,000 |
Total revenues | 593,356,000 | 369,612,000 | 120,588,000 |
Operating expenses: | |||
Management fees to affiliates | 3,241,000 | 7,480,000 | |
Depreciation, depletion and amortization | 291,320,000 | 104,511,000 | 40,906,000 |
General and administrative | 49,620,000 | 42,299,000 | 12,998,000 |
Severance and ad valorem taxes | 46,939,000 | 25,572,000 | 6,934,000 |
Impairment of oil and gas properties | 25,617,000 | ||
Deferred offering costs write off | 2,396,000 | ||
Loss on sale of oil and gas properties | 144,471,000 | ||
Total operating expenses | 557,967,000 | 175,623,000 | 70,714,000 |
Net income from operations | 35,389,000 | 193,989,000 | 49,874,000 |
Other income (expense): | |||
Interest expense, net | (93,413,000) | (35,499,000) | (1,893,000) |
Change in fair value of warrant liability | 2,950,000 | 3,662,000 | |
Loss on extinguishment of debt | (21,566,000) | (11,487,000) | |
Commodity derivatives gains | 15,199,000 | 39,037,000 | |
Interest rate derivatives gains | 462,000 | 110,000 | |
Net income (loss) before taxes | (60,979,000) | 189,812,000 | 47,981,000 |
Income tax benefit (expense) | 14,284,000 | (5,681,000) | (486,000) |
Net income (loss) | (46,695,000) | 184,131,000 | 47,495,000 |
Net income attributable to Predecessor | (78,104,000) | $ (47,495,000) | |
Net income attributable to temporary equity | (90,377,000) | ||
Net (income) loss attributable to noncontrolling interest | 31,159,000 | 51,000 | |
Net income (loss) attributable to Class A stockholders | $ (15,536,000) | $ 15,701,000 | |
Net income (loss) per Class A common share | |||
Basic | $ (0.2) | $ 1.1 | |
Diluted | $ (0.2) | $ 1.1 | |
Weighted average Class A common shares outstanding | |||
Basic | 81,269 | 13,723 | |
Diluted | 81,269 | 13,723 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (46,695) | $ 184,131 | $ 47,495 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 291,320 | 104,511 | 40,906 |
Amortization of deferred financing costs and long-term debt discount | 5,534 | 6,546 | 440 |
Share-based compensation | 18,867 | 9,250 | |
Change in fair value of warrant liability | (2,950) | (3,662) | |
Loss on extinguishment of debt | 21,566 | 11,487 | |
Impairment of oil and gas properties | 25,617 | ||
Commodity derivatie gains | (15,199) | (39,037) | |
Net cash received for commodity derivative settlements | 24,613 | 7,104 | |
Interest rate derivatives gains | (462) | (110) | |
Net cash received (paid) for interest rate derivative settlements | 781 | (209) | |
Loss on sale of oil and gas properties | 144,471 | ||
Deferred tax (benefit) expense | (42,946) | 1,631 | |
Deferred offering costs write off | 2,396 | ||
Change in operating assets and liabilities: | |||
Accrued revenue and accounts receivable | 33,564 | (25,313) | (27,697) |
Prepaid assets | 19,550 | (616) | (97) |
Other long-term assets | 2,089 | (3,652) | |
Accounts payable and accrued expenses | 8,810 | (88,558) | 1,673 |
Due to affiliates | (380) | 325 | |
Operating lease liabilities and other long-term liabilities | (1,030) | 1,837 | 488 |
Net cash provided by operating activities | 487,500 | 164,960 | 65,929 |
Cash flows from investing activities: | |||
Predecessor cash not contributed in the Falcon Merger | (15,228) | ||
Purchases of oil and gas properties, net of post-close adjustments | (170,545) | (557,569) | (38,470) |
Proceeds from sale of oil and gas properties | 113,298 | (137) | |
Other, net | (2,479) | (840) | (136) |
Net cash used in investing activities | (59,726) | (558,099) | (38,743) |
Cash flows from financing activities: | |||
Borrowings on credit facilities | 644,500 | 348,895 | 147,000 |
Repayments on credit facilities | (877,500) | (209,000) | (46,500) |
Borrowings on Bridge Loan Facility | 425,000 | ||
Repayments on Bridge Loan Facility | (425,000) | ||
Debt issuance costs | (22,060) | (24,889) | (1,588) |
Debt extinguishment costs | (12,176) | ||
Distribution paid to Temporary Equity | (115,375) | ||
Distributions to noncontrolling interest | (158,968) | (13,318) | (60,882) |
Dividends paid to Class A stockholders | (161,951) | (18,165) | |
Dividend equivalent rights paid | (1,048) | (579) | |
Issuance of equity in consolidated subsidiary | 1,467 | ||
Capital contributions | 8,000 | ||
Distributions to partners | (67,500) | ||
Cash paid for taxes related to net settlement of share-based compensation awards | (3,444) | ||
Deferred initial public offering costs | (61) | (2,335) | |
Other | (1,180) | ||
Net cash (used in) provided by financing activities | (431,397) | 399,578 | (22,338) |
Net change in cash and cash equivalents | (3,623) | 6,439 | 4,848 |
Cash and cash equivalents, beginning of period | 18,818 | 12,379 | 7,531 |
Cash and cash equivalents, end of period | 15,195 | 18,818 | 12,379 |
Supplemental disclosure of non-cash transactions: | |||
Increase (decrease) in current liabilities for additions to property and equipment: | (12) | (379) | 446 |
Oil and gas properties acquired through issuance of Class C Common Stock and common units in consolidated subsidiary: | 70,740 | 3,348,216 | |
Oil and gas properties acquired through issuance of equity in consolidated subsidiary: | 572,166 | ||
Oil and gas properties acquired through deemed distribution in connection with common control transaction: | 37,459 | ||
Temporary equity cumulative adjustment to redemption value: | 706,940 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes: | 9,276 | 1,866 | 25 |
Cash paid for interest expense: | 77,310 | 29,030 | $ 1,268 |
Commodity Contract [Member] | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Commodity derivatie gains | 15,199 | 39,037 | |
Interest rate derivatives gains | (15,199) | (39,037) | |
Interest Rate Contract [Member] | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Interest rate derivatives gains | (462) | (110) | |
2026 Senior Notes [Member] | |||
Cash flows from financing activities: | |||
Issuance of Senior Notes | 444,500 | ||
Repayments on Senior Notes | (438,750) | (11,250) | |
2028 Senior Notes [Member] | |||
Cash flows from financing activities: | |||
Issuance of Senior Notes | $ 600,000 | ||
Falcon Minerals [Member] | |||
Cash flows from investing activities: | |||
Acquisition, net of cash | 4,484 | ||
Brigham Minerals [Member] | |||
Cash flows from investing activities: | |||
Acquisition, net of cash | $ 11,054 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands | Total | General Partner and Limited Partner [Member] | Common Stock Class A Common Stock [Member] | Common Stock Class C Common Stock [Member] | Additional Paid-in Capital | Accumulated Deficit [Member] | Treasury Stock [Member] Class A Common Stock [Member] | Treasury Stock [Member] Class C Common Stock [Member] | Noncontrolling Interests |
Balance at Dec. 31, 2021 | $ 1,063,143,000 | $ 560,622,000 | $ 502,521,000 | ||||||
Net income | 78,104,000 | 39,493,000 | 38,611,000 | ||||||
Capital contributions | (13,318,000) | (13,318,000) | |||||||
Balance at Jun. 06, 2022 | 1,127,929,000 | 600,115,000 | 527,814,000 | ||||||
Balance at Dec. 31, 2021 | 1,063,143,000 | 560,622,000 | 502,521,000 | ||||||
Net income | 184,131,000 | ||||||||
Net loss (income) attributable to Predecessor | 78,104,000 | ||||||||
Net income (loss) attributable to Class A stockholders | 15,701,000 | ||||||||
Dividend equivalent rights paid | (579,000) | ||||||||
Adjustment of temporary equity to redemption amount | (706,940,000) | ||||||||
Balance at Dec. 31, 2022 | 3,886,595,000 | $ 8,000 | $ 7,000 | $ 1,750,640,000 | $ (9,203,000) | $ (19,085,000) | 2,164,228,000 | ||
Balance, shares at Dec. 31, 2022 | 80,805 | 74,347 | (633) | ||||||
Balance at Jun. 06, 2022 | 1,127,929,000 | 600,115,000 | 527,814,000 | ||||||
Falcon Merger Transaction (effected for 1-for-4 reverse stock split) | (775,902,000) | $ (600,115,000) | $ 1,000 | $ 7,000 | 352,019,000 | (527,814,000) | |||
Falcon Merger Transaction (effected for 1-for-4 reverse stock split). shares | 12,089 | 71,752 | |||||||
Stock-based compensation | 7,965,000 | 7,965,000 | |||||||
Conversion of Class C Common Stock to Class A Common Stock | 34,038,000 | 34,038,000 | |||||||
Conversion of Class C Common Stock to Class A Common Stock, shares | 1,361 | (1,361) | |||||||
Net income (loss) attributable to Class A stockholders | 15,751,000 | 15,751,000 | |||||||
Change in deferred taxes from conversion of shares of Class C Common Stock to Class A Common Stock | 8,211,000 | 8,211,000 | |||||||
Dividends to Class A stockholders | (18,165,000) | (18,165,000) | |||||||
Dividend equivalent rights paid | (579,000) | (579,000) | |||||||
Adjustment of temporary equity to redemption amount | (706,939,000) | (700,779,000) | (6,160,000) | ||||||
Balance at Dec. 28, 2022 | (307,691,000) | $ 1,000 | $ 7,000 | (298,546,000) | (9,153,000) | ||||
Balance, shares at Dec. 28, 2022 | 13,450 | 70,391 | |||||||
Net income (loss) attributable to Class A stockholders | (101,000) | (50,000) | (51,000) | ||||||
Brigham Merger Transaction,Value | 2,149,401,000 | $ 7,000 | 2,049,186,000 | $ (19,085,000) | 119,293,000 | ||||
Brigham Merger Transaction, Shares | 67,334 | 3,956 | (633) | ||||||
Reclassification from temporary equity to noncontrolling interest | 2,044,986,000 | 2,044,986,000 | |||||||
Issuance of Class A Common Stock upon vesting of DSUs | 21 | ||||||||
Balance at Dec. 31, 2022 | 3,886,595,000 | $ 8,000 | $ 7,000 | 1,750,640,000 | (9,203,000) | $ (19,085,000) | 2,164,228,000 | ||
Balance, shares at Dec. 31, 2022 | 80,805 | 74,347 | (633) | ||||||
Net income | (46,695,000) | (15,536,000) | (31,159,000) | ||||||
Stock-based compensation | 18,867,000 | 16,615,000 | 2,252,000 | ||||||
Conversion of Class C Common Stock to Class A Common Stock | 59,566,000 | (59,566,000) | |||||||
Conversion of Class C Common Stock to Class A Common Stock, shares | 2,090 | (2,090) | |||||||
Issuance of Class A Common Stock upon vesting of RSUs, net of shares withheld for income taxes | (2,906,000) | (2,906,000) | |||||||
Issuance of Class A Common Stock upon vesting of RSUs, net of shares withheld for income taxes, shares | 189 | ||||||||
Net income (loss) attributable to Class A stockholders | (15,536,000) | ||||||||
Change in deferred taxes from conversion of shares of Class C Common Stock to Class A Common Stock | (8,683,000) | (8,683,000) | |||||||
Dividends to Class A stockholders | (161,951,000) | (161,951,000) | |||||||
Dividend equivalent rights paid | (1,048,000) | (1,048,000) | |||||||
Distributions to noncontrolling interest | (158,968,000) | (158,968,000) | |||||||
Class C Common Stock withheld for income taxes upon vesting of RSAs and held in treasury | (677,000) | $ (677,000) | |||||||
Class C Common Stock withheld for income taxes upon vesting of RSAs and held in treasury, shares | (26) | ||||||||
Issuance of Class C Common Stock in connection with acquisition | 70,740,000 | $ 1,000 | 70,739,000 | ||||||
Issuance of Class C Common Stock in connection with acquisition, shares | 2,708 | ||||||||
Cancellation of Treasury Stock | (19,085,000) | $ 19,085,000 | |||||||
Cancellation of Treasury Stock, shares | (633) | 633 | |||||||
Balance at Dec. 31, 2023 | $ 3,595,274,000 | $ 8,000 | $ 8,000 | $ 1,796,147,000 | $ (187,738,000) | $ (677,000) | $ 1,987,526,000 | ||
Balance, shares at Dec. 31, 2023 | 82,451 | 74,965 | (26) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (101) | $ 15,751 | $ (15,536) | $ 15,701 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Sitio Royalties Corp. (together with its subsidiaries, the “Company” or “Sitio”) was incorporated in Delaware. The Company is focused on large-scale consolidation of high-quality oil and gas mineral and royalty interests across premium basins. The Company’s portfolio is comprised of mineral and royalty interests in the Permian Basin in West Texas and southeastern New Mexico, the Eagle Ford in South Texas, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. The Company also previously held mineral and royalty interests in the SCOOP and STACK plays in the Anadarko Basin in Oklahoma and the Appalachian Basin in Pennsylvania, Ohio and West Virginia, all of which were sold on December 22, 2023. Falcon Reverse Merger Transaction On June 7, 2022 (the “Closing Date”), the Company consummated the previously announced merger transactions contemplated by the Agreement and Plan of Merger, dated as of January 11, 2022 (the “Falcon Reverse Merger Agreement”), by and among the Company, Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (formerly known as Falcon Minerals Operating Partnership, LP) (“Sitio OpCo”), Ferrari Merger Sub A LLC, a Delaware limited liability company (“Falcon Merger Sub”), and DPM HoldCo, LLC, a Delaware limited liability company (“Desert Peak”), pursuant to which Falcon Merger Sub merged with and into Desert Peak (the “Falcon Merger”), with Desert Peak continuing as the surviving entity in the Falcon Merger as a wholly owned subsidiary of Sitio OpCo. Prior to the effective time of the Falcon Merger (the “Falcon Merger Effective Time”), on June 3, 2022, the Company effected a four-to-one reverse stock split (the “Reverse Stock Split”) for all of the Company’s issued and outstanding shares of common stock and outstanding equity awards. As a result of the Reverse Stock Split, every four shares of the Company’s issued and outstanding Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”), were automatically converted into one share of Class C Common Stock, without any change in the par value per share, and every four shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” and, together with the Class C Common Stock, the “Common Stock”) were automatically converted into one share of Class A Common Stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Stock Split. Pursuant to the terms of the Falcon Reverse Merger Agreement, at the Falcon Merger Effective Time and following effectiveness of the Reverse Stock Split, the limited liability company interests in Desert Peak issued and outstanding immediately prior to the Falcon Merger Effective Time were converted into the right to receive shares of Class C Common Stock and common units representing limited partner interests in Sitio OpCo (the “Sitio OpCo Partnership Units” and, together with the receipt of Class C Common Stock, the “Falcon Merger Consideration”). The Company’s stockholders immediately prior to the closing of the Falcon Merger continued to hold their shares of Class A Common Stock immediately after the closing of the Falcon Merger, subject to the Reverse Stock Split. Additionally, as a result of the Reverse Stock Split, the warrants, which expired in August 2023 , were adjusted such that four whole warrants became exercisable for one share of Class A Common Stock at an exercise price of $ 44.84 per share of Class A Common Stock. Pursuant to the terms of the Falcon Reverse Merger Agreement, following the closing of the Falcon Merger and the Reverse Stock Split, the issued and outstanding limited liability company interests in Desert Peak were converted into the right to receive aggregate Falcon Merger Consideration of (a) 61,905,339 shares of Class C Common Stock and (b) 61,905,339 Sitio OpCo Partnership Units. Shortly prior to the Closing Date, the Company changed its name from “Falcon Minerals Corporation” to “Sitio Royalties Corp.” Refer to “Note 4 – Falcon Reverse Merger ” for further information. Brigham Merger On December 29, 2022, the Company, consummated the previously announced merger transactions contemplated by the Agreement and Plan of Merger, dated as of September 6, 2022 (the “Brigham Merger Agreement”) by and among STR Sub Inc. (formerly Sitio Royalties Corp.) (“Former Sitio”), MNRL Sub Inc. (formerly Brigham Minerals Inc.) (“Brigham”), Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, Sitio Royalties Corp. (formerly Snapper Merger Sub I, Inc.) (“New Sitio”), Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc., and Snapper Merger Sub II, LLC. The Brigham Merger Agreement provides for the acquisition of Brigham by Former Sitio in an all stock transaction. Refer to “Note 3 – Brigham Merger ” for further information. Basis of Presentation These consolidated financial statements have been prepared in accordance with GAAP. In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position December 31, 2023 and 2022, and its results of operations and cash flows for the years ended December 31, 2023, 2022, and 2021 . The company operates in one reportable segment: oil and gas mineral and royalty interests. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss. Certain prior period amounts have been reclassified to conform to the current period presentation. Prior to the closing of the Falcon Merger, the Company’s financial statements that were filed with the SEC were derived from the accounting records of Falcon Minerals Corporation. The Falcon Merger was accounted for as a reverse merger and a business combination for accounting purposes using the acquisition method of accounting with Desert Peak as the accounting acquirer. As such, the historical consolidated financial statements included in this report are based on the financial statements of Desert Peak’s predecessor, Kimmeridge Mineral Fund, LP (“KMF” or the “Predecessor”), prior to our corporate reorganization. Prior to the Falcon Merger, Desert Peak was consolidated into the results of KMF. KMF’s surface rights, which generate revenue from the sale of water, payments for rights-of-way and other rights associated with the ownership of the surface acreage, are included in our historical consolidated financial statements. The assets contributed by KMF in the Falcon Merger did not include KMF’s surface rights. The consolidated financial statements included in this report reflect the historical operating results of KMF prior to June 7, 2022 and the consolidated results of the Company following June 7, 2022, which include the results of Brigham following December 29, 2022. The consolidated balance sheets December 31, 2023 and 2022 reflect the assets and liabilities of the Company, which include the assets and liabilities of KMF Land, LLC (a subsidiary of the Predecessor) (“KMF Land”) at their historical costs, the assets and liabilities of Falcon Minerals Corporation measured at fair value as of June 7, 2022, and the assets and liabilities of Brigham measured at fair value as of December 29, 2022. Earnings per share is calculated based on the consolidated results of the Company for the periods subsequent to the Falcon Merger. The Company has acquired additional surface rights in connection with multiple acquisitions subsequent to the Falcon Merger. The results of each subsequent acquisition are included in the consolidated company results for the periods following the consummation of such acquisition. Except as otherwise indicated or required by the context, all references in these notes to financial statements to the “Company,” “Sitio,” “we,” “us,” “our” or similar terms refer to (i) for periods prior to the closing of the Falcon Merger, Desert Peak and its subsidiaries and (ii) for periods subsequent to the closing of the Falcon Merger, Sitio Royalties Corp. and its subsidiaries, including Desert Peak. All references in these notes to financial statements to “Falcon” refer to Sitio Royalties Corp. and its subsidiaries for periods prior to the Falcon Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries and any entities in which the Company owns a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interest in the Company’s consolidated financial statements for periods prior to the Falcon Merger represented the ownership interests in a subsidiary of the Predecessor which were owned by outside parties. For the period between the Falcon Merger and the Brigham Merger, interests held in the form of Class C Common Stock and Sitio OpCo Partnership Units were classified as temporary equity. As a result of the Brigham Merger, the holders of Class C Common Stock no longer hold a majority of the voting share outstanding. Consequently, after December 29, 2022, interests held in the form of Class C Common Stock and Sitio OpCo Partnership Units are presented as noncontrolling interest in the consolidated balance sheets. See “Note 10 – Noncontrolling Interest and Temporary Equity” for additional information. Sitio OpCo was determined to be a variable interest entity for which Sitio is the primary beneficiary, as Sitio has both the power to direct Sitio OpCo and the right to receive benefits from Sitio OpCo. As a result, Sitio consolidates the financial results of Sitio OpCo and its subsidiaries. Sitio conducts substantially all of its business through its consolidated subsidiaries, including Sitio OpCo, which, as of December 31, 2023, is owned approximately 52 % by Sitio and approximately 48 % by holders of our noncontrolling interests. Sitio has no operations, or material cash flows, assets or liabilities other than its investment in Sitio OpCo. As the sole managing member of Sitio OpCo, Sitio is responsible for all operational, management and administrative decisions related to Sitio OpCo’s business. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s estimates and classification of oil and natural gas reserves are, by necessity, projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that are difficult to measure. The accuracy of any reserve estimate is a function of the quality of available data, engineering, and geological interpretation and judgment. Estimates of economically recoverable oil and natural gas reserves and future net cash flows necessarily depend upon several variable factors and assumptions. These factors and assumptions include historical production from the area compared with production from other producing areas, the assumed effect of regulations by governmental agencies, and assumptions governing future oil and natural gas prices. For these reasons, estimates of the economically recoverable quantities of expected oil and natural gas and estimates of the future net cash flows may vary substantially. Any significant variance in the assumptions could materially affect the estimated quantity of reserves, which could affect the carrying value of the Company’s oil and natural gas properties and/or the rate of depletion related to oil and natural gas properties. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This standard is applicable to all public entities, including those with only one reportable segment. The amendments in this standard are effectively for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the standard is required to be applied retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company’s required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses from such investments. Accrued Revenue and Accounts Receivable Accrued revenue and accounts receivable represent amounts due to the Company and are uncollateralized, consisting primarily of royalty revenue receivable. Royalty revenue receivable consists of royalties due from operators for oil, natural gas and NGL volumes sold to purchasers. Those purchasers remit payment for production to the operator of the properties and the operator, in turn, remits payment to the Company. Receivables from third parties for which we did not receive actual production information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated. The Company’s accrued revenue and accounts receivable consisted of the following as of the dates indicated (in thousands): December 31, December 31, Accrued revenue $ 104,832 $ 80,406 Accounts receivable 2,515 61,604 Total accrued revenue and accounts receivable $ 107,347 $ 142,010 Accounts receivable at December 31, 2023 are primarily composed of accrued receivables related to our derivative instruments. Refer to “Note 13 – Derivative Instruments ” for more information. Accounts receivable as of December 31, 2022 were primarily composed of accrued revenues acquired in conjunction with the Brigham Merger. The Company routinely reviews outstanding balances, assesses the financial strength of its operators and records a reserve for amounts not expected to be fully recovered, using a current expected credit loss model. The Company did no t record any credit losses for the years ended December 31, 2023, 2023, and 2021. Oil and Gas Properties The Company uses the successful efforts method of accounting for oil and natural gas producing properties, as further defined under ASC 932, Extractive Activities - Oil and Natural Gas . Under this method, costs to acquire mineral interests in oil and natural gas properties are capitalized. The costs of non-producing mineral interests and associated acquisition costs are capitalized as unproved properties pending the results of leasing efforts and drilling activities of E&P operators on our interests. As unproved properties are determined to have proved reserves, the related costs are transferred to proved oil and gas properties. Capitalized costs for proved oil and natural gas mineral interests are depleted on a unit-of-production basis over total proved reserves. For depletion of proved oil and gas properties, interests are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic conditions. Impairment of Oil and Gas Properties The Company evaluates its producing properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When assessing proved properties for impairment, the Company compares the expected undiscounted future net cash flows of the proved properties to the carrying amount of the proved properties to determine recoverability. If the carrying amount of proved properties exceeds the expected undiscounted future net cash flows, the carrying amount is written down to the properties’ estimated fair value, which is measured as the present value of the expected future net cash flows of such properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, and a risk-adjusted discount rate. The proved property impairment test is primarily impacted by future commodity prices, changes in estimated reserve quantities, estimates of future production, overall proved property balances, and depletion expense. If pricing conditions decline or are depressed, or if there is a negative impact on one or more of the other components of the calculation, we may incur proved property impairments in future periods. The Company recognized an impairment charge of $ 25.6 million related to its Appalachian Basin proved properties for the year ended December 31, 2023. There was no impairment of proved properties for the years ended December 31, 2022 and 2021. Unproved oil and gas properties are assessed periodically for impairment of value, and a loss is recognized at the time of impairment by charging capitalized costs to expense. Impairment is assessed when facts and circumstances indicate that the carrying value may not be recoverable, at which point an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value. Factors used in the assessment include but are not limited to commodity price outlooks and current and future operator activity in the respective Basins. The Company recognized no impairment of unproved properties for the years ended December 31, 2023, 2022, and 2021. Other Property and Equipment Other property and equipment, which includes leasehold improvements, is recorded at cost. Depreciation is calculated using the straight-line method over the shorter of the lease term or the useful lives of the assets. The Company recorded approximately $ 511,000 , $ 613,000 and $ 588,000 in depreciation for other property and equipment for the years ended December 31, 2023, 2022 and 2021, respectively. We evaluate our other property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset that has been placed in service may not be recoverable. No impairment charges were recorded for the years ended December 31, 2023, 2022 and 2021. Asset Acquisitions The Company generally accounts for acquisitions of mineral and royalty interests as asset acquisitions, through which it allocates the purchase price between proved and unproved properties, with no recognition of goodwill. The Company may use different techniques to determine the allocation, including the discounted net present value of estimated future cash flows and market prices (where available). Business Combinations The Company accounts for all business combinations, including the Falcon Merger and Brigham Merger, using the acquisition method, which involves the use of significant judgment. Under the acquisition method, a business combination is accounted for based on the fair value of the consideration given. The assets acquired and liabilities assumed are measured at fair value and the purchase price is allocated to the assets and liabilities based on these fair values. The excess of the cost of an acquisition, if any, over the fair value of the assets acquired and liabilities assumed is recognized as goodwill. The excess of the fair value of assets acquired and liabilities assumed over consideration given for an acquisition, if any, is recognized immediately in earnings as a gain. Determining the fair values of the assets and liabilities acquired involves the use of judgment as fair values are not always readily determinable. Different techniques may be used to determine fair values, including market prices (where available), comparisons to transactions for similar assets and liabilities and the discounted net present value of estimated future cash flows, among others. Derivative Financial Instruments In order to manage its exposure to oil, natural gas, and NGL price volatility as well as interest rate volatility, the Company may periodically enter into derivative transactions, which may include commodity swap agreements, basis swap agreements, two- and three-way collars, and other similar agreements which help manage the price risk associated with the Company’s production. From time to time, the Company may periodically enter into various interest rate derivative contracts to manage exposures to changes in interest rates from variable rate obligations. These derivatives are not entered into for trading or speculative purposes. To the extent legal right of offset exists with a counterparty, the Company reports derivative assets and liabilities on a net basis. The Company has exposure to credit risk to the extent that the counterparty is unable to satisfy its settlement obligations. All derivative counterparties are current lenders under Sitio’s Revolving Credit Facility (defined below). Accordingly, the Company is not required to provide any credit support to its derivative counterparties other than cross collateralization with the properties securing the Sitio Revolving Credit Facility. The Company records derivative instruments on its consolidated balance sheets as either assets or liabilities measured at fair value and records changes in the fair value of derivatives in current earnings as they occur. Changes in the fair value of commodity and interest rate derivatives, including gains or losses on settled derivatives, are classified as other income or loss on the Company’s consolidated statements of operations. The Company’s derivatives have not been designated as hedges for accounting purposes. Accounts Payable and Accrued Expenses The Company’s accounts payable and accrued expenses consisted of the following as of the dates indicated (in thousands): December 31, December 31, Interest expense $ 12,178 $ 1,377 Ad valorem taxes payable 10,364 9,209 Payable to seller for pre-effective monies 2,268 2,243 General and administrative 1,889 1,931 Payable to buyer for post-effective monies 1,427 — Other taxes payable 1,592 2,713 Deferred financing costs and debt issuance costs 64 206 Brigham Merger accrued expenses — 2,878 Accrued prepaids — 1,330 Other 268 12 Total accounts payable and accrued expenses $ 30,050 $ 21,899 Leases The Company evaluates if an arrangement is a lease at inception of the arrangement. To the extent that we determine an arrangement represents a lease, we classify that lease as an operating lease or a finance lease, depending on lease classification guidance provided in ASC 842 – Leases. We capitalize our operating leases through recognition of an operating lease right-of-use asset and a corresponding operating lease liability on our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make fixed payments under the terms of the lease agreement. Short-term leases that have an initial term of one year or less are not capitalized but are disclosed. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Operating lease right-of-use assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at commencement date of the contract in determining the present value of future lease payments. The incremental borrowing rate is calculated using our collateralized incremental borrowing rate based on our debt structure. Certain of our leases may also include escalation clauses or options to extend or terminate the lease. These options are included in the present value recorded for the leases when it is reasonably certain that we will exercise that option. In addition to the present value of lease payments, the operating lease right-of-use asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Temporary Equity Subsequent to the Falcon Merger, the Company accounted for the interests attributable to Class C Common Stock and Sitio OpCo Partnership Units as temporary equity as a result of certain redemption rights held as discussed in “Note 10 – Noncontrolling Interest and Temporary Equity.” As such, the Company adjusted temporary equity to its maximum redemption amount at the balance sheet date, if higher than the carrying amount. Changes in the redemption value were recognized immediately as they occurred, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to retained earnings or, if a retained deficit, to additional paid-in capital. Temporary equity was reclassified to permanent equity upon conversion of Class C Common Stock (and an equivalent number of Sitio OpCo Partnership Units) or when holders of the Class C Common Stock no longer effectively controlled the Company’s determination of whether to make a cash payment upon the Sitio OpCo Partnership Unit holder’s exercise of its Redemption Right. As a result of the Brigham Merger on December 29, 2022, the holders of Class C Common Stock no longer held a majority of the voting shares outstanding. Consequently, after December 29, 2022, interest held in the form of Class C Common Stock and Sitio OpCo Partnership Units are presented as noncontrolling interest in the consolidated balance sheets. See “Note 10 – Noncontrolling Interest and Temporary Equity ” for additional information. Revenue Recognition Mineral and royalty interests represent the right to receive revenues from the sale of oil, natural gas and NGL, less production taxes and post-production expenses. The prices of oil, natural gas, and NGLs from the properties in which we own a mineral or royalty interest are primarily determined by supply and demand in the marketplace and can fluctuate considerably. As an owner of mineral and royalty interests, we have no working interest or operational control over the volumes and methods of sale of the oil, natural gas, and NGLs produced and sold from our properties. We do not explore, develop, or operate the properties and, accordingly, do not incur any of the associated costs. Oil, natural gas, and NGLs revenues from our mineral and royalty interests are recognized when control transfers at the wellhead. The Company also earns revenue related to lease bonuses. The Company earns lease bonus revenue by leasing its mineral interests to E&P companies. The Company recognizes lease bonus revenue when the lease agreement has been executed and payment is determined to be collectible. See “Note 5 – Revenue from Contracts with Customers” for additional disclosures regarding revenue recognition. Concentration of Revenue Collectability of the Company’s royalty revenues is dependent upon the financial condition of the Company’s operators, the entities they sell their products to, as well as general economic conditions in the industry. During the years ended December 31, 2023, 2022, and 2021, the following operators represented 10% or more of total revenues: Year Ended December 31, 2023 2022 2021 Chevron Corporation (NYSE: CVX) 10 % * * Callon Petroleum Company (NYSE: CPE) * 12 % 11 % Coterra Energy Inc (NYSE: CTRA) * * 12 % Diamondback Energy (NYSE: FANG) * * 11 % Oxy USA Inc (NYSE: OXY) * * 10 % *Operator did not account for greater than 10% of revenue for the year. Although the Company is exposed to a concentration of credit risk, the Company does not believe the loss of any single operator or entity would materially impact the Company’s operating results as crude oil, natural gas and NGLs are fungible products with well-established markets and numerous purchasers. If multiple entities were to cease making purchases at or around the same time, we believe there would be challenges initially, but there would be ample markets to handle the disruption. Share-Based Compensation The Company recognizes share-based compensation expense associated with restricted stock units, deferred share units, and restricted stock awards which are time-based awards and performance stock units, which are market-based awards. As the performance metric for the performance stock unit awards is absolute total shareholder return, the performance stock units awards are accounted for as market-based awards. The Company accounts for forfeitures of share-based compensation awards as they occur. Share-based compensation expense for all awards is recognized based on the estimated grant date fair value of the award. See “Note 11 – Share-Based Compensation ” for additional information. Merger-Related Transaction Costs General and administrative expense for the years ended December 31, 2023 and 2022 includes $ 3.5 million and $ 16.7 million, respectively, of costs incurred by the Company in connection with the Falcon Merger and the Brigham Merger (defined below). No such expense was recognized for the year ended December 31, 2021. Income Taxes The Company, under ASC 740 – Income Taxes (“ASC 740”), uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (a) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (b) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future periods when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance will be provided for deferred tax assets if it is more likely than not the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits (if any) as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2023 and 2022. The Company’s ASC 740 balances and income tax expense reporting is significantly affected by the portion of the Company’s consolidated net income attributable to the holders of Sitio OpCo Partnership Units, which is not taxable income to the Company. As the Company’s ownership interest in Sitio OpCo is 52.4 %, only tax attributes allocated to the Company are recorded at this level, except for Texas Gross Margins tax which is imposed on Sitio OpCo and reported herein. The Company’s Predecessor was generally not subject to income tax except for the Texas margin tax and certain other state taxes. |
Brigham Merger
Brigham Merger | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Brigham Merger | 3. Brigham Merger In December 2022, the Company completed the acquisition of approximately 86,500 NRAs in the Delaware and Midland Basin in West Texas and New Mexico, the SCOOP and STACK plays in the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming and the Williston Basin in North Dakota from Brigham pursuant to the Brigham Merger. At closing, Former Sitio completed the acquisition of Brigham in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into Brigham (the “Brigham Sub Merger”), with Brigham surviving the Brigham Sub Merger as a wholly owned subsidiary of New Sitio, (ii) the merger of Sitio Merger Sub with and into Former Sitio (the “Sitio Sub Merger”), with Former Sitio surviving the Sitio Sub Merger as a wholly owned subsidiary of New Sitio, and (iii) the merger of Opco Merger Sub LLC with and into Brigham Opco (the “Opco Merger”), with Brigham OpCo surviving the Opco Merger as a wholly owned subsidiary of Sitio OpCo, in each case on the terms set forth in the Brigham Merger Agreement. Pursuant to the Brigham Merger Agreement, at closing (A) each share of Brigham’s Class A common stock, par value $ 0.01 per share, issued and outstanding immediately prior to the First Effective Time (as defined in the Brigham Merger Agreement) was converted into 1.133 fully-paid and nonassessable shares of Class A Common Stock, par value $ 0.0001 per share, of New Sitio (the “New Sitio Class A Common Stock”), (B) each share of Brigham’s Class B common stock, par value $ 0.01 per share, issued and outstanding immediately prior to the First Effective Time was converted into 1.133 fully-paid and nonassessable shares of Class C Common Stock, par value $ 0.0001 per share, of New Sitio (the “New Sitio Class C Common Stock”), (C) each share of Class A Common Stock issued and outstanding immediately prior to the First Effective Time was converted into one share of New Sitio Class A Common Stock and (D) each share of Class C Common Stock issued and outstanding immediately prior to the First Effective Time, was converted into one share of New Sitio Class C Common Stock, in each case, excluding shares owned by Sitio, Brigham or any wholly owned subsidiary of Sitio or Brigham and, to the extent applicable, shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporation Law (the “DGCL”) and, at the Second Effective Time (as defined in the Brigham Merger Agreement), each Brigham Opco Unit (as defined in the Brigham Merger Agreement) issued and outstanding immediately prior to the Second Effective Time was converted into 1.133 Sitio OpCo Partnership Units. No fractional shares were outstanding following the conversion. As a result of the Brigham Merger and as of the closing of the Brigham Merger (the “Brigham Closing”), Sitio stockholders immediately prior to the First Effective Time owned approximately 54 % of the outstanding shares of New Sitio, and Brigham stockholders immediately prior to the First Effective Time owned approximately 46 % of the outstanding shares of New Sitio. Following the Closing, New Sitio operates under the name “Sitio Royalties Corp.” The following table summarizes the consideration for the Brigham Merger: Brigham Common Stock — issued and outstanding as of December 29, 2022: 71,290,265 Class A Common Stock price on December 29, 2022 $ 30.15 Total consideration and fair value $ 2,149,401,490 Purchase Price Allocation The Brigham Merger was accounted for as a business combination using the acquisition method, and therefore, the acquired interests were recorded based on the fair value of the total assets acquired and liabilities assumed on the acquisition date. The Company completed the determination of the fair value attributable to the identifiable assets acquired and liabilities assumed based on the fair value at the acquisition date. The purchase price allocation was finalized during the year ended December 31, 2023. The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed on December 29, 2022, including measurement period adjustments (in thousands): Brigham fair values: December 29, 2022 Adjustments December 31, 2023 Cash $ 11,054 $ — $ 11,054 Accrued revenue and accounts receivable 61,745 3,637 65,382 Prepaid expenses 11,339 20,753 32,092 Unproved oil and gas properties 1,783,162 ( 41,083 ) 1,742,079 Proved oil and gas properties 873,050 — 873,050 Property and equipment 200 — 200 Right-of-use asset 3,209 — 3,209 Other assets 1,064 ( 1,064 ) — Current liabilities ( 83,425 ) ( 617 ) ( 84,042 ) Long-term debt ( 193,000 ) — ( 193,000 ) Long-term operating lease liability ( 2,387 ) — ( 2,387 ) Deferred tax liability ( 316,571 ) 19,474 ( 297,097 ) Other long-term liability ( 39 ) ( 1,100 ) ( 1,139 ) Total consideration and fair value $ 2,149,401 $ — $ 2,149,401 Transaction costs associated with the Brigham Merger incurred for the years ended December 31, 2023 and December 31, 2022 were $ 2.8 million and $ 13.3 million, respectively. These costs, which are comprised primarily of advisory, legal, and other professional and consulting fees, are included in General and administrative expense on our consolidated statements of operations. The results of Brigham’s operations have been included in our consolidated financial statements since the December 29, 2022 acquisition date. The amount of revenue and direct operating expenses resulting from the acquisition included in our Consolidated Statements of Operations from December 29, 2022 through December 31, 2022 was approximately $ 2.4 million and $ 113,000 , respectively. Pro Forma Financial Information The unaudited pro forma financial information for the years ended December 31, 2022 and 2021, respectively, gives effect to the Falcon Merger and Brigham Merger as if they had both occurred on January 1, 2021 (in thousands, except per share amounts): Year Ended 2022 2021 Total revenues $ 756,590 $ 389,621 Pro forma income (loss) available to Class A stockholders 121,110 ( 8,435 ) Net income (loss) per share: Basic $ 1.50 $ ( 0.12 ) Diluted $ 1.50 $ ( 0.12 ) The unaudited pro forma combined financial information is for informational purposes only and is not intended to represent or to be indicative of the combined results of operations that the Company would have reported had the Falcon Merger and Brigham Merger been completed as of January 1, 2021 and should not be taken as indicative of the Company’s future combined results of operations. The actual results may differ significantly from that reflected in the unaudited pro forma combined financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the unaudited pro forma combined financial information and actual results. |
Falcon Reverse Merger
Falcon Reverse Merger | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Falcon Reverse Merger | 4. Falcon Reverse Merger In June 2022, the Company completed the acquisition of approximately 34,000 NRAs in the Eagle Ford and Appalachian Basin from Falcon Minerals Corporation in the Falcon Merger. See “ Note 1 – Description of Business and Basis of Presentation” for additional information. The following table summarizes the consideration for the Falcon Merger: Falcon Common Stock — issued and outstanding as of June 7, 2022: 21,935,492 Class A Common Stock price on June 7, 2022 $ 29.12 Total consideration and fair value $ 638,761,527 Purchase Price Allocation The Falcon Merger was accounted for as a business combination using the acquisition method, and therefore, the acquired interests were recorded based on the fair value of the total assets acquired and liabilities assumed on the acquisition date. The Company completed the determination of the fair value attributable to the identifiable assets acquired and liabilities assumed based on the fair value at the acquisition date. The purchase price allocation was finalized during the year ended December 31, 2022. The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed (in thousands): June 7, 2022 Adjustments December 31, 2022 Falcon fair values: Cash $ 4,484 $ — $ 4,484 Accrued revenue and accounts receivable 12,054 6,696 18,750 Unproved oil and gas properties 495,803 ( 4,572 ) 491,231 Proved oil and gas properties 200,773 — 200,773 Property and equipment 278 — 278 Current liabilities ( 22,315 ) ( 1,106 ) ( 23,421 ) Long-term debt ( 43,105 ) — ( 43,105 ) Deferred tax liability ( 2,598 ) ( 1,018 ) ( 3,616 ) Warrant liability ( 6,612 ) — ( 6,612 ) Total consideration and fair value $ 638,762 $ — $ 638,762 In connection with the Falcon Merger, the Company assumed, and immediately repaid, $ 43.1 million of borrowings under Falcon’s credit facility. The repayment of Falcon’s long-term debt was funded using cash on hand and borrowings on the Sitio Revolving Credit Facility, see “ Note 8 – Debt” for further information. Transaction costs associated with the Falcon Merger incurred for the years ended December 31, 2023 and December 31, 2022 were $ 705,000 and $ 3.4 million, respectively. These costs, which are comprised primarily of advisory, legal, and other professional and consulting fees, are included in General and administrative expense on our consolidated statements of operations. The results of Falcon’s operations have been included in our consolidated financial statements since the June 7, 2022 acquisition date. The amount of revenue and direct operating expenses resulting from the acquisition included in our Consolidated Statements of Operations from June 7, 2022 through December 31, 2022 was approximately $ 43.5 million and $ 2.9 million, respectively. Pro Forma Financial Information See “Note 3 – Brigham Merger ” for the pro forma financial information. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 5. Revenue from Contracts with Customers Oil and natural gas sales Oil, natural gas and NGL sales revenues are generally recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All of the Company’s oil, natural gas and NGL sales are made under contracts with customers (operators). The performance obligations for the Company’s contracts with operators are satisfied at a point in time when control transfers to the operator at the wellhead, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment for oil, natural gas and NGL sales within 30 to 90 days of the month of delivery after initial production from the well. Such periods can extend longer due to factors outside of our control. The Company’s leasing contracts with operators are standard industry agreements that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts and other adjustments and deductions, including charges for gathering and transportation. The disaggregated revenues from sales of oil, natural gas and NGLs for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands): For the Year 2023 2022 2021 Crude oil sales $ 480,843 $ 266,179 $ 84,818 Natural gas sales 41,034 52,380 17,143 NGL sales 52,665 36,871 16,587 Total royalty revenues $ 574,542 $ 355,430 $ 118,548 Lease bonus and other income The Company also earns revenue from lease bonuses, delay rentals, and right-of-way payments. The Company generates lease bonus revenue by leasing its mineral interests to E&P companies. A mineral lease agreement represents our contract with an operator and generally transfers the rights, for a specified period of time, to explore for and develop any oil, natural gas and NGL discovered, grants us a specified royalty interest in the hydrocarbons produced from the leased property, and requires that drilling and completion operations commence within a specified time period. The Company recognizes lease bonus revenues when the lease agreement has been executed and payment is determined to be collectible. At the time the Company executes the lease agreement, the lease bonus payment is delivered to the Company. Upon receipt of the lease bonus payment, the Company will release the recordable original lease documents to the operator. The Company also recognizes revenue from delay rentals to the extent drilling has not started within the specified period and payment has been received. Right-of-way payments are recorded when the agreement has been executed and payment is determined to be collectable. The assets contributed by our Predecessor in the Falcon Merger did not include the Predecessor’s surface rights. Subsequent to the Falcon Merger, the Company has acquired additional surface rights in connection with multiple acquisitions. Payments for lease bonus and other income become unconditional upon the execution of an associated agreement. Accordingly, the Company’s lease bonus and other income transactions do not give rise to contract assets or liabilities. Allocation of transaction price to remaining performance obligations Oil and natural gas sales The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of our royalty income contracts. Lease bonus and other income Given that the Company does not recognize lease bonus or other income until an agreement has been executed, at which point its performance obligation has been satisfied, the Company does not record revenue for unsatisfied or partially unsatisfied performance obligations as of the end of the reporting period. Prior-period performance obligations The Company records revenue in the month production is delivered to the customer. As a royalty interest owner, the Company has limited visibility into the timing of when new wells start producing as production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, the Company is required to estimate the amount of production delivered to the customer and the price that will be received for the sale of the product. The expected sales volumes and prices for these properties are estimated and recorded within accrued revenue and accounts receivable in the accompanying consolidated balance sheets. The difference between the Company’s estimates of royalty income and the actual amounts received for oil and natural gas sales are recorded in the month that the royalty payment is received from the operator. For the years ended December 31, 2023, 2022, and 2021 , revenue recognized related to performance obligations satisfied in prior reporting periods was primarily attributable to production revisions by operators or amounts for which the information was not available at the time when revenue was estimated. |
Oil and Natural Gas Properties
Oil and Natural Gas Properties | 12 Months Ended |
Dec. 31, 2023 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Oil and Natural Gas Properties | 6. Oil and Natural Gas Properties The Company owns mineral rights across multiple onshore basins in the United States. These basins include the Permian Basin in West Texas and southeastern New Mexico, the Eagle Ford in South Texas, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. The following is a summary of oil and natural gas properties as of December 31, 2023 and 2022 (in thousands): Oil and natural gas properties: December 31, December 31, Unproved properties $ 2,698,991 $ 3,244,436 Proved properties 2,377,196 1,926,214 Oil and natural gas properties, gross 5,076,187 5,170,650 Accumulated depletion and impairment ( 496,879 ) ( 222,072 ) Oil and natural gas properties, net $ 4,579,308 $ 4,948,578 As presented in the consolidated statements of cash flows, during the years ended December 31, 2023, 2022, and 2021 , the Company paid $ 170.5 million, $ 557.6 million, and $ 38.5 million, respectively, for purchases of oil and gas properties. Additionally, the Company acquired oil and gas properties of $ 70.7 million and $ 3.3 billion during the years ended December 31, 2023 and 2022, respectively, through issuance of Class A Common Stock, Class C Common Stock, and Sitio OpCo Partnership Units. During the year ended December 31, 2021 , the Company acquired oil and gas properties of $ 572.2 million in three separate transactions in exchange for equity interests in a subsidiary of the Predecessor. Please see “ Note 7 – Acquisitions and Divestitures” for additional information regarding certain of these transactions. The Company uses the successful efforts method of accounting for its oil and gas properties. Capitalized costs are depleted on a unit of production basis based on proved oil and natural gas reserves. Depletion expense was $ 290.8 million, $ 103.9 million, and $ 40.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023 , the Company recognized an impairment charge of $ 25.6 million related to its Appalachian Basin proved properties. See “Note 14 – Fair Value Measurement” for additional information. No impairment was recognized for the years ended December 31, 2022 and 2021. On December 22, 2023, the Company divested all of its mineral and royalty interests in the Appalachian and Anadarko Basins for approximately $ 113.3 million, net of third-party transaction costs. The assets sold had a carrying value of $ 257.8 million, resulting in a loss on sale of $ 144.5 million. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | 7. Acquisitions and Divestitures Appalachian and Anadarko Basins Divestiture In December 2023, the Company divested all of its mineral and royalty interests in the SCOOP and STACK plays in the Anadarko Basin in Oklahoma and the Appalachian Basin in Pennsylvania, Ohio and West Virginia for $ 113.3 million, net of third-party transaction costs. The proceeds were used to fund repayments on the Sitio Revolving Credit Facility and for general corporate purposes. Brigham Merger In December 2022, the Company completed the acquisition of approximately 86,500 NRAs in the Delaware and Midland Basin in West Texas and New Mexico, the SCOOP and STACK plays in the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming and the Williston Basin in North Dakota from Brigham Minerals. Refer to “ Note 3 – Brigham Merger” for further information. Momentum Acquisition In July 2022, the Company acquired approximately 12,200 net royalty acres from Momentum Minerals Operating, LP, Momentum Minerals Operating II, LP, Momentum Minerals Nominee, Inc., Momentum Minerals Nominee II, Inc. and Athene Annuity & Life Assurance Company (collectively, “Momentum”) for a purchase price of $ 213.3 million, net of customary closing adjustments (the “Momentum Acquisition”). The Momentum Acquisition was funded through borrowings under the Bridge Loan Facility (defined below) and borrowings under the Sitio Revolving Credit Facility (defined below), in addition to cash on hand. The Momentum Acquisition was accounted for as an asset acquisition and, therefore, the acquired interests were recorded based on the relative fair values of the total assets acquired on the acquisition date. Based on the estimated fair values of the assets acquired, the Company recorded $ 74.2 million of the total consideration as unproved oil and gas property and $ 139.1 million as proved oil and gas property. Additionally, $ 0.7 million of transaction costs were capitalized related to the Momentum Acquisition during the year ended December 31, 2022. Foundation Acquisition In June 2022, the Company completed the acquisition of approximately 19,700 NRAs in the Permian Basin from Foundation Minerals, LLC (“Foundation”) for $ 320.6 million, net of customary closing adjustments, funded primarily by proceeds from the Bridge Loan Facility, borrowings under the Sitio Revolving Credit Facility, and cash on hand. The Foundation acquisition was accounted for as an asset acquisition and, therefore, the acquired interests were recorded based on the relative fair values of the total assets acquired on the acquisition date. Based on the estimated fair values of the assets acquired, the Company recorded $ 189.3 million of the total consideration as unproved oil and gas property and $ 131.3 million as proved oil and gas property. Additionally, $ 0.8 million of transaction costs were capitalized related to the transaction during the year ended December 31, 2022. Falcon Acquisition In June 2022, the Company completed the acquisition of approximately 34,000 NRAs in the Eagle Ford and Appalachian Basin from Falcon in a reverse merger. Refer to “ Note 4 – Falcon Reverse Merger” for further information. Source Acquisition In August 2021, the Predecessor completed the acquisition of approximately 25,000 NRAs in the Midland and Delaware Basins from Source Energy Leasehold, LP (“Source”) and Permian Mineral Acquisitions, LP (“PMA”). At closing, subject to the terms and conditions of the transaction agreement, Source and PMA contributed their mineral and royalty interests to the Predecessor and in consideration for the contribution, Kimmeridge affiliates caused DPM HoldCo (a subsidiary of the Predecessor) to issue equity interests in DPM HoldCo to Source for total consideration of $ 252.9 million. The Source acquisition was accounted for as an asset acquisition and, therefore, the acquired interests were recorded based on the relative fair values of the total assets acquired on the acquisition date. Based on the estimated fair values of the assets acquired, the Predecessor recorded $ 183.2 million of the total consideration as unproved oil and gas property and $ 69.7 million as proved oil and gas property. Additionally, $ 3.5 million of transaction costs were capitalized related to the transaction during the year ended December 31, 2021. Rock Ridge Acquisition In June 2021, the Predecessor completed the acquisition of approximately 18,700 NRAs from Rock Ridge. At closing, subject to the terms and conditions of the transaction agreement, Rock Ridge contributed its mineral and royalty interests to the Predecessor and in consideration for the contribution, Kimmeridge affiliates caused DPM HoldCo to issue equity interests in DPM HoldCo to Rock Ridge for total consideration of $ 258.6 million. The Rock Ridge acquisition was accounted for as an asset acquisition and, therefore, the acquired interests were recorded based on the relative fair values of the total assets acquired on the acquisition date. Based on the estimated fair values of the assets acquired, the Predecessor recorded $ 190.3 million of the total consideration as unproved oil and gas property and $ 68.3 million as proved oil and gas property. Additionally, $ 1.1 million of transaction costs were capitalized related to the transaction during the year ended December 31, 2021. Delaware Basin ORRIs Acquisition In October 2020, a partnership owned and managed by Kimmeridge, (“Fund V”), acquired a 2.0 % (on an 8/8ths basis) overriding royalty interest in all of Callon Petroleum Company’s (“Callon”) operated assets in the Delaware Basin of which Fund V held an 84 % interest proportionately reduced to Callon’s net revenue interest (the “Chambers ORRI”). In June 2021, the Predecessor entered into a definitive agreement to acquire 84 % of the Delaware Basin portion of the Chambers ORRI from Chambers Minerals, LLC, a subsidiary of Fund V (the “Chambers Acquisition”). Immediately following the consummation of the contributions of assets to the Predecessor, Chambers HoldCo, LLC (the managing member of Chambers Minerals, LLC) was issued equity in DPM HoldCo. As the general partner of Fund V and the General Partner of the Predecessor were affiliated, the transaction was approved by the Predecessor’s Limited Partner Advisory Committee in June 2021. The Chambers Acquisition was accounted for as an asset acquisition. The Chambers Acquisition was also accounted for as a transaction between entities under common control; the controlling ownership and management of the general partner of Fund V and the general partner of the Predecessor had significant overlap, including responsibility for the management, control, and direction of the business affairs of the respective entities. As the Predecessor and Fund V were entities under common control, the Predecessor recorded the acquisition utilizing the properties’ net book value. The properties acquired by the Predecessor had a historical net book value to Fund V at the time of sale of approximately $ 60.6 million ($ 45.3 million was allocated to unproved property and $ 15.3 million was allocated to proved property). Accordingly, the $ 37.5 million excess of the fair value of the properties above their net book value was recorded as a decrease to the Predecessor’s partners’ capital at the date of the transaction. Refer to “ Note 17 – Related Party Transactions ” for further discussion. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The following is a summary of long term debt as of December 31, 2023 and 2022, (in thousands): As of December 31, 2023 2022 Revolving Credit Facility $ 277,000 $ 510,000 2026 Senior Notes — 438,750 Less: Unamortized discount and issuance costs — ( 9,854 ) 2028 Senior Notes 600,000 — Less: Unamortized issuance costs ( 11,662 ) — Total long term debt $ 865,338 $ 938,896 Sitio Revolving Credit Facility As of December 31, 2023 , the borrowing base under the Sitio Revolving Credit Facility (the “Sitio Borrowing Base”) as determined by the lenders was $ 850.0 million and the outstanding balance under the Sitio Revolving Credit Facility was $ 277.0 million. As of December 31, 2022 , the Sitio Borrowing Base was $ 300.0 million as determined by the lenders and the outstanding balance under the Sitio Revolving Credit Facility was $ 250.0 million. The Sitio Revolving Credit Facility bears interest at a rate per annum equal to, at our option, an adjusted Term SOFR rate or a base rate, plus an applicable margin and credit spread adjustment. The applicable margin is based on utilization of the Sitio Revolving Credit Facility and ranges from (a) in the case of adjusted base rate loans, 1.500 % to 2.500 % and (b) in the case of Term SOFR rate loans and letters of credit, from 2.500 % to 3.500 %. The credit spread adjustment for Term SOFR rate loans ranges from 0.100 % to 0.250 % depending on the applicable interest rate period. Sitio OpCo may elect an interest period of one, three or six months. Interest is payable in arrears at the end of each interest period, but no less frequently than quarterly. A commitment fee is payable quarterly in arrears on the daily undrawn available commitments under the Sitio Revolving Credit Facility in an amount ranging from 0.375 % to 0.500 % based on utilization of the Sitio Revolving Credit Facility. The Sitio Revolving Credit Facility is subject to other customary fees, interest, and expense reimbursement provisions. As of December 31, 2023 and 2022 , the weighted average interest rate related to our outstanding borrowings under the Sitio Revolving Credit Facility was 8.21 % and 7.62 %, respectively. As of December 31, 2023 and 2022 , the Company had unamortized debt issuance costs of $ 11.2 million and $ 6.0 million, respectively, in connection with its entry into the Sitio Revolving Credit Facility, including amendments. Such costs are capitalized as deferred financing costs within other long-term assets and are amortized over the life of the facility. For the years ended December 31, 2023, 2022, and 2021 , the Company recognized $ 2.9 million, $ 1.2 million, and $ 440,000 , respectively, in interest expense related to the amortization of deferred financing costs under the Sitio Revolving Credit Facility. In connection with the amendment and restatement of the Sitio Revolving Credit Facility in February 2023 and the First Amendment to the Sitio Revolving Credit Facility (as defined below) in September 2023, certain lenders did not elect to remain a party to the Sitio Revolving Credit Facility. As such, $ 1.5 million of previously capitalized deferred financing costs were written off to Loss on debt extinguishment during the year ended December 31, 2023. The Sitio Revolving Credit Facility matures on June 30, 2027 . Loans drawn under the Sitio Revolving Credit Facility may be prepaid at any time without premium or penalty (other than customary breakage costs for Term SOFR rate loans) and must be prepaid in the event that exposure exceeds the lesser of the borrowing base and the elected commitments of the lenders at such time. The principal amount of loans that are prepaid are required to be accompanied by accrued and unpaid interest and fees on such amounts. Loans that are prepaid may be reborrowed, subject to compliance with the Sitio Revolving Credit Facility. In addition, Sitio OpCo may permanently reduce or terminate in full the commitments under the Sitio Revolving Credit Facility prior to maturity. Any excess exposure resulting from such permanent reduction or termination must be prepaid and may not be reborrowed. Upon the occurrence of an event of default under the Sitio Revolving Credit Facility, the administrative agent acting at the direction of the lenders holding a majority of the aggregate commitments at such time may accelerate outstanding loans and terminate all commitments under the Sitio Revolving Credit Facility, provided that such acceleration and termination occurs automatically upon the occurrence of a bankruptcy or insolvency event of default. The Sitio Revolving Credit Facility is subject to a borrowing base established by the lenders to reflect the loan value of our oil and gas mineral interests. The borrowing base under the Sitio Revolving Credit Facility is redetermined by the lenders on a semi-annual basis. Additionally, lenders holding two-thirds of the aggregate commitments are able to request one additional redetermination between regularly scheduled redeterminations. Sitio OpCo could also request one additional redetermination between regularly scheduled redeterminations and may request additional redeterminations as appropriate after significant acquisitions of oil and gas properties. The borrowing base is subject to adjustments for asset dispositions, material title deficiencies, certain terminations of hedge agreements and issuances of certain additional indebtedness. The Sitio Revolving Credit Facility is collateralized by substantially all of the assets of Sitio OpCo and its restricted subsidiaries. The Sitio Revolving Credit Facility contains customary affirmative and negative covenants, including, without limitation, reporting obligations, restrictions on asset sales, restrictions on additional debt and lien incurrence and restrictions on making dividends or distributions, restrictions on paying other debt and restrictions on certain investments. The Sitio Credit Agreement requires us to maintain (a) a current ratio of not less than 1.00 to 1.00 and (b) a ratio of total net funded debt to consolidated EBITDA of not more than 3.50 to 1.00, with cash netting capped at $ 25.0 million for purposes of the calculation of total net funded debt. EBITDA for the period ending on December 31, 2023 is calculated as EBITDA for the period beginning on January 1, 2023 and ending on December 31, 2023, as adjusted for material acquisitions and dispositions completed during the reference period. The Company was in compliance with the terms and covenants of the Sitio Revolving Credit Facility at December 31, 2023 and 2022. First Amended and Restated Credit Agreement In October 2021, KMF Land, as borrower and Desert Peak, as parent, entered into the Amended and Restated Credit Agreement (the “Predecessor Credit Agreement”) with a syndicate of banks led by Bank of America, N.A. as Administrative Agent, Issuing Bank and Syndication Agent, pursuant to which the lenders thereunder made loans and extensions of credit to the borrower thereunder (as amended, restated, supplemented or otherwise modified from time to time, the “Sitio Revolving Credit Facility”). Falcon Credit Agreement On June 7, 2022 and in connection with the closing of the Falcon Merger, the Company repaid the outstanding borrowings under the Credit Agreement, dated as of August 23, 2018 (the “Falcon Credit Agreement”), among Falcon Minerals Operating Partnership, LP, as the borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and collateral agent for the lenders from time to time party thereto and each other issuing bank from time to time party thereto and terminated the Falcon Credit Agreement. Second Amended and Restated Credit Agreement Upon closing of the Falcon Merger on June 7, 2022, the Predecessor Credit Agreement was amended, restated, and refinanced in its entirety pursuant to the Second Amended and Restated Credit Agreement (as amended, the “RBL Credit Agreement”), led by Bank of America, N.A. as Administrative Agent, Issuing Bank and Syndication Agent. Pursuant to the terms and conditions of the RBL Credit Agreement, the lenders committed to provide a senior secured revolving credit facility to Sitio OpCo in an aggregate principal amount of up to $ 750.0 million. First Amendment to Second Amended and Restated Credit Agreement On June 24, 2022, Sitio OpCo and the other guarantors party thereto entered into the First Amendment to Credit Agreement (the “Sitio RBL First Amendment”). The Sitio RBL First Amendment, among other things, amended the RBL Credit Agreement to permit the borrowings under the Bridge Loan Agreement (as defined below) and permitted the transactions contemplated by the Bridge Loan Agreement and the Foundation acquisition described in “Note 7 – Acquisitions and Divestitures .” The Sitio RBL First Amendment waived the borrowing base reduction that would otherwise apply to the incurrence of permitted additional debt up to an aggregate amount of $ 400.0 million incurred prior to the next borrowing base redetermination. Second Amendment to Second Amended and Restated Credit Agreement On July 8, 2022, Sitio OpCo and the other guarantors party thereto entered into the Second Amendment to Credit Agreement (the “Sitio RBL Second Amendment”), pursuant to which the RBL Credit Agreement was amended to permit the additional borrowings under the Bridge First Amendment (as defined below) and permit the transactions contemplated by the Bridge First Amendment. The Sitio RBL Second Amendment waived the borrowing base reduction that would otherwise apply to the incurrence of Permitted Additional Debt (as defined in the Sitio RBL Second Amendment) for an additional amount of $ 50.0 million, up to an aggregate amount of $ 450.0 million, if incurred within 30 days of the closing of the Sitio RBL Second Amendment to fund a portion of the purchase price of the Momentum Acquisition described in “ Note 7 – Acquisitions and Divestitures.” Third Amendment to Second Amended and Restated Credit Agreement On September 21, 2022, Sitio OpCo and the other guarantors party thereto entered into the Third Amendment to Credit Agreement, pursuant to which the RBL Credit Agreement was amended to permit the issuance of the 2026 Senior Notes (as defined below) and the transactions contemplated by the Note Purchase Agreement (as defined below). Fourth Amendment to Second Amended and Restated Credit Agreement On December 29, 2022, Sitio OpCo and the guarantors party thereto entered into the Fourth Amendment to Credit Agreement, pursuant to which, among other things, the RBL Credit Agreement was amended to (i) permit the consummation of, and the transactions contemplated by, the Brigham Merger, (ii) reaffirm the borrowing base under the RBL Credit Agreement at $ 300.0 million, (iii) designate certain subsidiaries of Brigham as unrestricted subsidiaries (the “Brigham Unrestricted Subsidiaries”), (iv) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the RBL Credit Agreement on or before June 30, 2023 and (v) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before they are designated as restricted subsidiaries under the RBL Credit Agreement. Third Amended and Restated Credit Agreement On February 3, 2023, Sitio OpCo, as borrower, and certain of its subsidiaries as guarantors entered into the Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Sitio Credit Agreement”) among JPMorgan Chase Bank, N.A., as the administrative agent and as issuing bank, and the lenders and other financial institutions from time to time party thereto (the “Lenders”), which amended, restated and refinanced in its entirety the RBL Credit Agreement. The availability under the Sitio Credit Agreement, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of Lenders in good faith by calculating a loan value of the proved reserves of Sitio OpCo and its subsidiaries and elected commitments provided by the Lenders. As of February 3, 2023, the Sitio Credit Agreement had a $ 750.0 million borrowing base and $ 750.0 million elected commitment amount. As part of the aggregate commitments under the revolving advances, the Sitio Credit Agreement provides for letters of credit to be issued at the request of the borrower in an aggregate amount not to exceed $ 15.0 million. First Amendment to Third Amended and Restated Credit Agreement On September 22, 2023, Sitio OpCo and the guarantors party thereto entered into the First Amendment to Third Amended and Restated Credit Agreement (“First Amendment to the Sitio Revolving Credit Facility”), pursuant to which the borrowing base and the sum of the aggregate elected commitments under the Sitio Credit Agreement were each increased to $ 850.0 million. Second Amendment to Third Amended and Restated Credit Agreement On December 20, 2023, Sitio OpCo and the other guarantors party thereto entered into the Second Amendment to Third Amended and Restated Credit Agreement, pursuant to which the Sitio Credit Agreement was amended to (i) effectuate the scheduled redetermination of the borrowing base intended to be effective on or about November 1, 2023 by reaffirming the borrowing base at $ 850.0 million, (ii) document the exclusion of certain assets from the borrowing base properties solely for purposes of the borrowing base redetermination described in the foregoing clause (i), (iii) amend certain dates applicable to the semi-annual redetermination of the borrowing base and (iv) amend certain other terms of the Sitio Credit Agreement, in each case, on the terms and subject to the conditions set forth therein. Brigham Revolving Credit Facility In conjunction with the closing of the Brigham Merger, the Company assumed the credit facility evidenced by that certain Credit Agreement, led by Wells Fargo Bank, N.A. as Administrative Agent, Letter of Credit Issuer, Sole Lead Arranger and Bookrunner, pursuant to which the lenders thereunder provided a senior secured revolving credit facility to Brigham Resources, LLC in an aggregate principal amount of up to $ 500.0 million (as amended, the “Brigham Revolving Credit Facility”). As of December 31, 2022 the outstanding balance under the Brigham Revolving Credit Facility was $ 260.0 million. In connection with the amendment and restatement of the Sitio Revolving Credit Facility in February 2023, the Brigham Revolving Credit Facility was paid off and refinanced in full, and all obligations arising under the Brigham Revolving Credit Facility were terminated. 2028 Senior Notes On October 3, 2023, Sitio OpCo and Sitio Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sitio OpCo, the “Issuers”) issued and sold $ 600.0 million aggregate principal amount of 7.875 % Senior Notes due 2028 (the “2028 Senior Notes”). The 2028 Senior Notes were issued at par. Sitio OpCo used proceeds from the issuance of the 2028 Senior Notes to repay and redeem the 2026 Senior Notes in full, inclusive of a redemption premium of 3.0 %. Remaining proceeds from the 2028 Senior Notes offering were used to repay outstanding borrowings under the Sitio Revolving Credit Facility and for general corporate purposes. The 2028 Senior Notes are governed by the indenture, dated as of October 3, 2023 (the “Indenture”), by and among the Issuers, solely for purposes of Section 4.16(b) therein, the Company, the guarantors named therein and Citibank, N.A., as trustee (the “Trustee”). The 2028 Senior Notes are senior unsecured obligations of the Issuers, and are fully and unconditionally guaranteed on a senior unsecured basis by all of Sitio OpCo’s subsidiaries, other than Sitio Finance Corp. The 2028 Senior Notes will mature on November 1, 2028 and bear interest at an annual rate of 7.875 %, which accrues from October 3, 2023 and is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2024 . At any time prior to November 1, 2025, the Issuers may, on any one or more occasions, redeem up to 35 % of the aggregate principal amount of the 2028 Senior Notes (including any additional notes issued under the Indenture) at a redemption price equal to 107.875 % of the principal amount of the 2028 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with an amount of cash not greater than the net cash proceeds of certain equity offerings, if at least 65% of the aggregate principal amount of the 2028 Senior Notes originally issued on the Issue Date (as defined in the Indenture) remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. At any time prior to November 1, 2025, the Issuers may, on any one or more occasions, redeem all or a part of the 2028 Senior Notes at a redemption price equal to 100% of the principal amount of the 2028 Senior Notes redeemed, plus the Applicable Premium (as defined in the Indenture) as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after November 1, 2025, the Issuers may, on any one or more occasions, redeem all or a part of the 2028 Senior Notes at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding the redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below: Year Percentage 2025 103.938 % 2026 101.969 % 2027 and thereafter 100.000 % If Sitio OpCo experiences certain kinds of changes of control (and, in some cases, followed by a ratings decline), each holder of 2028 Senior Notes may have the right to require the Issuers to repurchase all or any part of such holder’s 2028 Senior Notes at 101 % of the aggregate principal amount of the 2028 Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture contains covenants that, among other things, limit Sitio OpCo’s ability and the ability of Sitio OpCo’s restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries to it or any guarantor; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. If an Event of Default (as defined in the Indenture) occurs and is continuing under the Indenture, the Trustee or the holders of at least 25 % in aggregate principal amount of the then total outstanding 2028 Senior Notes (with a copy to the Trustee) may declare the principal of, and accrued and unpaid interest, if any, on all outstanding 2028 Senior Notes to be due and payable immediately; provided that the 2028 Senior Notes will be due and payable immediately without further action or notice if such an Event of Default arises from certain events of bankruptcy or insolvency described in the Indenture with respect to the Issuers, any restricted subsidiary of Sitio OpCo that is a significant subsidiary or any group of restricted subsidiaries of Sitio OpCo that, taken together, would constitute a significant subsidiary. As of December 31, 2023, the Company had $ 600.0 million of 2028 Senior Notes outstanding. As of December 31, 2023, the Company had unamortized debt issuance costs of $ 11.7 million in connection with the issuance of the 2028 Senior Notes. Debt issuance costs are reported as a reduction to long-term debt on our consolidated balance sheets and are amortized over the life of the 2028 Senior Notes. For the year ended December 31, 2023, the Company recognized $ 474,000 of interest expense attributable to the amortization of debt issuance costs related to the 2028 Senior Notes. No such expense was recognized for the years ended December 31, 2022 and 2021. 2026 Senior Notes On September 21, 2022, Sitio OpCo, as issuer, and certain subsidiaries of Sitio OpCo, as guarantors, entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain institutional investors as holders (the “Holders”) and U.S. Bank Trust Company, National Association, as agent for the Holders. Pursuant to the Note Purchase Agreement, Sitio OpCo issued senior unsecured notes to the Holders in an aggregate principal amount of $ 450.0 million (the “2026 Senior Notes”) at 99 % of par. Sitio OpCo used $ 425.0 million of the proceeds from the 2026 Senior Notes to repay in full all amounts outstanding under the Bridge Loan Facility (as defined below) with the remainder used for general corporate purposes. On October 3, 2023, the Company redeemed all of the outstanding 2026 Senior Notes. Upon redemption of the 2026 Senior Notes, the Company recognized a loss on extinguishment of debt of $ 20.1 million, associated with unamortized discount and debt issuance costs and other fees incurred in connection with the redemption. For the years ended December 31, 2023 and 2022 the Company recognized $ 2.2 million and $ 342,000 , respectively, of interest expense attributable to the amortization of discount and issuance costs related to the Note Purchase Agreement. No such expense was recognized for the year ended December 31, 2021. For the years ended December 31, 2023 and 2022, the weighted average interest rate related to our borrowings under the 2026 Senior Notes was 10.58 % and 8.62 %, respectively. Bridge Loan Facility On June 24, 2022, Sitio OpCo, as borrower, entered into an unsecured 364-Day Bridge Loan Agreement with Bank of America, N.A. as Administrative Agent for the lenders party thereto, BofA Securities, Inc., as joint lead arranger and sole bookrunner, and Barclays Bank PLC and KeyBank National Association, as joint lead arrangers (the “Bridge Loan Agreement”). The Bridge Loan Agreement was amended on July 8, 2022 (the “Bridge First Amendment”) to provide for additional delayed draw term loan commitment. The Bridge Loan Agreement and Bridge First Amendment provided for a 364-day term loan credit facility (the “Bridge Loan Facility”) in the aggregate principal amount of $ 425.0 million. The Bridge Loan Facility was fully repaid and extinguished on September 21, 2022 using proceeds from the issuance of the 2026 Senior Notes. Upon the closure of the Bridge Loan Facility, the Company recognized a loss on extinguishment of debt of $ 11.5 million associated with unamortized debt issuance costs and other fees incurred in connection with the payoff. For year ended December 31, 2022, the Company recognized $ 3.4 million of interest expense related to the amortization of issuance costs under the Bridge Loan Agreement. No such expense was recognized for the years ended December 31, 2023 or 2021. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | 9. Equity Class A Common Stock The Company had 82,451,397 shares of its Class A Common Stock outstanding as of December 31, 2023. Holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s Board. Class C Common Stock The Company had 74,939,080 shares of its Class C Common Stock outstanding as of December 31, 2023. Shares of Class C Common Stock are non-economic but entitle the holder to one vote per share. Current holders of Class C Common Stock also hold an equivalent number of Sitio OpCo Partnership Units. Sitio OpCo Partnership Units are redeemable on a one-for-one basis for shares of Class A Common Stock at the option of the holder. Upon the redemption by any holder of Sitio OpCo Partnership Units for shares of Class A Common Stock, a corresponding number of shares of Class C Common Stock held by such holder will be canceled. During the year ended December 31, 2023, 2,090,278 Sitio OpCo Partnership Units were redeemed for shares of Class A Common Stock, and an equivalent number of shares of Class C Common Stock were canceled. Treasury Shares As of December 31, 2022 , the Company held in treasury 633,005 shares of its Class A Common stock. The shares were repurchased by Brigham in 2020 and contributed to New Sitio as part of the Brigham Merger consideration. The treasury shares were recorded at a price of $ 30.15 per share upon contribution. During the year ended December 31, 2023, the Company canceled all 633,005 shares of its Class A Common Stock held in treasury. As of December 31, 2023, no shares of Class A Common Stock were held in treasury. During the year ended December 31, 2023, 26,137 shares of Class C Common Stock and a corresponding number of Sitio OpCo Units were withheld for income taxes upon vesting of Sitio OpCo Restricted Stock Awards and the income taxes were paid by the Company. The Company transferred the shares of Class C Common Stock to treasury. The treasury shares were recorded at a price of $ 25.92 upon repurchase by the Company, reflective of the economic value of Sitio OpCo Restricted Stock Awards that were withheld upon vesting. See “ Note 11 – Share-Based Compensation ” for additional information regarding these awards. As of December 31, 2023, 26,137 shares of Class C Common Stock were held in treasury. Cash Dividends The following table summarizes the quarterly dividends related to the Company’s quarterly financial results (in thousands, except per share data): Quarter Ended Total Quarterly Dividend per Class A Common Share Class A Cash Dividends Paid Payment Date Stockholder Record Date September 30, 2023 $ 0.49 $ 40,396 November 30, 2023 November 21, 2023 June 30, 2023 $ 0.40 $ 32,705 August 31, 2023 August 18, 2023 March 31, 2023 $ 0.50 $ 40,743 May 31, 2023 May 19, 2023 December 31, 2022 $ 0.60 $ 48,107 March 31, 2023 March 17, 2023 September 30, 2022 $ 0.72 $ 9,148 November 30, 2022 November 21, 2022 June 30, 2022 $ 0.71 $ 9,017 August 31, 2022 August 18, 2022 See “Note 18 – Subsequent Events” for additional information regarding cash dividends. Earnings per Share Earnings per share is computed using the two-class method. The two-class method determines earnings per share of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Participating securities represent certain equity-based compensation awards in which the recipients have non-forfeitable rights to dividend equivalents during the performance period. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): For the Year 2023 2022 2021 Numerator: Net income (loss) attributable to Class A stockholders $ ( 15,536 ) $ 15,701 $ — Less: Earnings allocated to participating securities ( 1,049 ) ( 579 ) — Net income (loss) attributable to Class A stockholders - basic $ ( 16,585 ) $ 15,122 $ — Plus: net income attributable to temporary equity $ — $ 90,377 Plus: net income (loss) attributable to noncontrolling interest ( 31,159 ) ( 51 ) Net income (loss) attributable to Class A stockholders - diluted $ ( 47,744 ) $ 105,448 $ — Denominator: Weighted average shares outstanding - basic 81,269 13,723 Effect of dilutive securities — — Weighted average shares outstanding - diluted 81,269 13,723 Net income (loss) per common share - basic $ ( 0.20 ) $ 1.10 Net income (loss) per common share - diluted $ ( 0.20 ) $ 1.10 The Company had the following shares that were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive for the periods presented but could potentially dilute basic earnings per share in future periods (in thousands): Year Ended 2023 2022 2021 Warrants 3,406 5,312 Unvested share-based compensation awards 879 302 Shares of Class C Common Stock if converted 74,731 71,146 Total 79,016 76,760 Diluted net income per share also excludes the effects of Sitio OpCo Partnership Units (and related Class C Common Stock) associated with the earn-out, which are convertible into Class A Common Stock, because they are considered contingently issuable shares and the conditions for issuance were not satisfied as of December 31, 2023. Earn-Out Contributors of Falcon’s initial assets in 2018 will be entitled to receive earn-out consideration to be paid in the form of Sitio OpCo Partnership Units (with a corresponding number of shares of Class C Common Stock) if the volume-weighted average price of the trading days during any thirty (30) calendar days (the “30-Day VWAP”) of the Class A Common Stock equals or exceeds certain hurdles set forth in the Contribution Agreement. If the 30-Day VWAP of the Class A Common Stock is $50.00 or more per share (on a split-adjusted basis) at any time within the seven years following the 2018 closing, the contributors will receive (a) an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock), plus (b) an amount of Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock) equal to (i) the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $2.00), multiplied by 2.5 million, (ii) divided by $50.00. If the 30-Day VWAP of the Class A Common Stock is $60.00 or more per share (on a split-adjusted basis) at any time within the seven years following the closing (which $60.00 threshold will be reduced by the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the earn-out is achieved, but not below $50.00), the contributors will receive an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock). Upon recognition of the earn-out, as there is no consideration received, the Company would record the payment of the earn-out as adjustments through equity (noncontrolling interest and additional-paid-in-capital). Partners’ Capital and Distributions As of December 31, 2023 and 2022, as a result of the Falcon Merger, the Company no longer had any Partners’ Capital, which related to the our Predecessor’s equity. In June 2022 prior to the Falcon Merger, DPM HoldCo distributed $ 13.3 million to its outside owners, including $ 1.9 million to an affiliate Kimmeridge fund. |
Noncontrolling Interest and Tem
Noncontrolling Interest and Temporary Equity | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest and Temporary Equity | 10. Noncontrolling Interest and Temporary Equity Each share of Class C Common Stock has no economic rights, but entitles the holder to one vote for each share of Class C Common Stock. Each Sitio OpCo Partnership Unit holder, subject to certain limitations, has a redemption right to cause Sitio to acquire all or a portion of its Sitio OpCo Partnership Units for, at Sitio’s election, (i) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for together, one Sitio OpCo Partnership Unit and one share of Class C Common Stock, or (ii) an equivalent amount of cash. Temporary Equity Temporary equity represents ownership interests held in the form of Class C Common Stock and Sitio OpCo Partnership Units. Prior to the Brigham Merger, Class C Common Stock was classified as temporary equity in the consolidated balance sheet as the redemption rights of each holder of Sitio OpCo Partnership Units for either shares of Class A Common Stock or an equivalent amount of cash was not solely within the Company’s control. This was due to the fact that the holders of Class C Common Stock controlled a majority of the votes of the Board through ownership of a majority of the voting stock, which allowed the holders of Class C Common Stock to effectively control the determination of whether a redemption would be settled in shares of Class A Common Stock or an equivalent amount of cash. In connection with the Brigham Merger, prior Class B common stockholders in Brigham received Class C Common Stock and a corresponding number of Sitio OpCo Partnership Units. Prior Brigham Class A common stockholders received Sitio Class A Common Stock. Subsequent to the Brigham Merger transactions, the holders of Class C Common Stock no longer hold a majority of the voting shares outstanding and their representation on the Board is less than a majority. As a result, holders of the Company’s Class C Common Stock no longer effectively control the determination of whether a redemption would be settled in Shares of Class A Common Stock or an equivalent amount of cash. Consequently, after December 29, 2022, interests held in the form of Class C Common Stock and Sitio OpCo Partnership Units are presented as noncontrolling interest in the consolidated balance sheets. Temporary equity is recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to retained earnings or if a retained deficit to additional paid-in capital. From the date of the Falcon Merger through December 28, 2022, the Company recorded adjustments to the value of temporary equity as presented in the table below (in thousands): Temporary equity adjustments Balance – June 7, 2022 (1) $ 1,395,799 Share-based compensation 1,283 Conversion of Class C Common Stock to Class A Common Stock ( 34,038 ) Net income attributable to temporary equity 90,377 Distributions to holders of temporary equity ( 115,375 ) Adjustment of temporary equity to redemption amount 706,940 Reclassification to noncontrolling interest (2) ( 2,044,986 ) Balance – December 28, 2022 $ — (1) Based on 71,752,285 shares of Class C Common Stock outstanding at June 7, 2022. (2) Based on 70,390,316 shares of Class C Common Stock outstanding and Class A Common Stock 5-day volume-weighted average price of $ 29.05 at December 28, 2022. The December 28, 2022 redemption value of temporary equity became the carrying value of noncontrolling interest. Noncontrolling Interest Noncontrolling interest as of December 31, 2023 represents the 47.6 % economic interest of the units of Sitio OpCo not owned by Sitio in the consolidated balance sheets. These interests are held in the form of Class C Common Stock and Sitio OpCo Partnership Units. Noncontrolling interest is recorded at its carrying value. On December 29, 2022, the redemption value of temporary equity of $ 2.0 billion became the carrying value of noncontrolling interest. For the period December 29, 2022 to December 31, 2022, the carrying value of noncontrolling interest increased by $ 119.3 million as a result of the Brigham Merger transaction and decreased due to a loss of $ 51,000 attributable to noncontrolling interest. As of December 31, 2022 the carrying value of noncontrolling interest was $ 2.2 billion. For the year ended December 31, 2023, the Company recorded adjustments to the value of noncontrolling interest as presented in the table below (in thousands): Noncontrolling Interest Balance – December 31, 2022 $ 2,164,228 Net income ( 31,159 ) Share-based compensation 2,252 Conversion of Class C Common Stock to Class A Common Stock ( 59,566 ) Distributions to noncontrolling interest ( 158,968 ) Issuance of Class C Common Stock in connection with acquisition 70,739 Balance – December 31, 2023 $ 1,987,526 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share-Based Compensation | 11. Share-Based Compensation In connection with the Falcon Merger, the Company adopted the Sitio Royalties Corp. Long Term Incentive Plan (the “Plan”). An aggregate of 8,384,083 shares of Class A Common Stock are available for issuance under the Plan. The Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards. Shares that are canceled, forfeited, exchanged, settled in cash or otherwise terminated will be available for delivery pursuant to other awards. Dividend equivalent rights (“DERs”) are also available for grant under the Plan, either alone or in tandem with other specific awards, which will entitle the recipient to receive an amount equal to dividends paid on a Class A Common Stock. Dividends paid in connection with the DERs are accounted for as a reduction in retained earnings for those awards that are expected to vest. Awards that are forfeited could cause a reclassification of any previously recognized DERs payments from a reduction in retained earnings to additional compensation cost. The Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). As of December 31, 2023, a total of 6,745,940 shares of Class A Common Stock remain available for future grant under the Plan. Share-based compensation expense is included in general and administrative expense in the accompanying consolidated statements of operations. The following table summarizes the share-based compensation expense recorded for each type of award for the years ended December 31, 2023, 2022, and 2021, in thousands. Year Ended December 31, 2023 2022 2021 RSUs $ 6,606 $ 4,463 $ — PSUs 7,646 2,223 — DSUs 2,014 1,277 — Sitio OpCo Restricted Stock Awards 2,252 1,284 — RSUs Converted in the Brigham Merger 246 2 — PSUs Converted in the Brigham Merger 103 1 — Total $ 18,867 $ 9,250 $ — For the years ended December 31, 2023 and 2022, the Company paid $ 1.0 million and $ 579,000 related to DERs, respectively. For the year ended December 31, 2021, no DERs were paid. Restricted Stock Units In accordance with the Plan, the Compensation Committee is authorized to issue RSUs to eligible executive officers and employees. The Company estimates the fair value of the RSUs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. RSUs granted by the Company include DERs, which entitle the holder to receive payments as if the unvested awards were shares of Class A Common Stock of record as of the dividend record dates. Such amounts are paid simultaneously with the general dividend to our stockholders. The Company has granted RSUs to certain executive officers and employees, which represent the right to receive shares of Class A Common Stock at the end of the service periods in an amount equal to the number of RSUs that vest. The RSUs issued to employees generally vest in one-third increments over a three-year period. RSUs are subject to forfeiture if the award recipient ceases providing services to the Company prior to the date the award vests. The following table summarizes activity related to unvested RSUs for the year ended December 31, 2023. Restricted Stock Units Number of Grant Date Unvested at January 1, 2023 446,128 $ 29.11 Granted 324,636 24.03 Forfeited ( 13,000 ) 26.37 Vested ( 289,652 ) 28.99 Unvested at December 31, 2023 468,112 $ 25.65 As of December 31, 2023, there was approximately $ 9.3 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of approximately 2.2 years. Deferred Share Units In accordance with the Plan, the Compensation Committee is authorized to issue deferred share units (“DSUs”) to our non-employee directors. The Company estimates the fair value of the DSUs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. DSUs generally vest in equal quarterly installments over the one-year period beginning on the grant date. Vested DSUs must be held for the duration of service and are settled in shares of Class A Common Stock when a recipient’s service relationship is terminated for any reason. The following table summarizes activity related to unvested DSUs for the year ended December 31, 2023. Deferred Share Units Number of Grant Date Unvested at January 1, 2023 41,724 $ 29.12 Granted 93,680 25.38 Forfeited — — Vested ( 41,724 ) 29.12 Unvested at December 31, 2023 93,680 $ 25.38 As of December 31, 2023, there was approximately $ 890,000 of unamortized equity-based compensation expense related to unvested DSUs. That expense is expected to be recognized over a weighted average period of 0.4 years. Performance Stock Units In accordance with the Plan, the Compensation Committee is authorized to issue performance stock units (“PSUs”) to eligible executives and employees. The PSUs are eligible to be earned based on achievement of certain pre-established goals for annualized absolute Total Shareholder Return (“TSR”) over a three-year performance period. The performance targets associated with the PSU awards are outlined below: Annualized Percentage of Base of Range Less than 0 % 0 % Threshold 0 % 50 % Target 10 % 100 % Maximum 20 % 200 % For purposes of determining our annualized absolute TSR over the performance period, the beginning stock price is based on our 20-day volume weighted average stock price beginning on the applicable grant date or a date specified in the award agreement. The ending price is generally based on the 20-day volume weighted average stock price ending on the last day of the performance period. PSU payouts for results that fall in between a stated threshold will be interpolated linearly. The grant date fair values of the PSUs were determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair value of the awards. The expected volatility was derived from the historical volatility of Falcon and Sitio. The risk-free interest rate was determined using the yield for zero-coupon U.S. Treasury bills that is commensurate with the performance measurement periods. The PSU award agreements provide that TSR will be calculated assuming dividends distributed will be reinvested over the performance period. As such, we have applied a dividend yield of 0.00 %, which is mathematically equivalent to reinvesting dividends. The following table summarizes the assumptions used to determine the fair values of the PSUs: Grant Year Average Expected Volatility Risk-Free Interest Rate Expected Dividend Yield 2022 67.23 % - 67.30 % 2.89 % - 4.18 % 0.00 % 2023 43.57 % - 52.71 % 3.97 % - 4.60 % 0.00 % The following table summarizes activity related to unvested PSUs for the year ended December 31, 2023. Performance Stock Units Number of Grant Date Unvested at January 1, 2023 308,953 $ 39.12 Granted 521,235 25.90 Forfeited — — Vested — — Unvested at December 31, 2023 830,188 $ 30.82 As of December 31, 2023, there was approximately $ 15.7 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.9 years. Restricted Stock Units Converted in the Brigham Merger In connection with the Brigham Merger, several legacy Brigham employees joined Sitio. Legacy Brigham RSUs held by such legacy Brigham employees were converted to Sitio RSUs at an exchange ratio of 1.133 Sitio RSUs for each Brigham RSU. These RSUs retain the original vesting schedules of the Brigham RSUs, which vest in one-third increments on the anniversaries of the original grant dates of the Brigham RSUs. The Company estimated the fair value of the RSUs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. The following table summarizes activity related to unvested RSUs converted in the Brigham Merger for the year ended December 31, 2023. Restricted Stock Units Number of Grant Date Unvested at January 1, 2023 21,279 $ 30.15 Granted — — Forfeited ( 3,147 ) 30.15 Vested ( 7,092 ) 30.15 Unvested at December 31, 2023 11,040 $ 30.15 As of December 31, 2023, there was approximately $ 300,000 of unamortized equity-based compensation expense related to unvested RSUs converted in the Brigham Merger. That expense is expected to be recognized over a weighted average period of approximately 1.2 years. Performance Stock Units Converted in the Brigham Merger Brigham PSUs held by legacy Brigham employees who joined Sitio were converted to Sitio PSUs at an exchange ratio of 1.133 Sitio PSUs for each Brigham PSU. The converted PSUs retain and carry over the remainder of the initial vesting periods. The performance targets associated with the Brigham PSUs were deemed to have been achieved at 200 % as of the date of the Brigham Merger. Because all performance targets were achieved prior to conversion and the number of Class A Common Shares to be issued upon satisfaction of the service requirements is known, the Company estimated the fair value of the converted PSUs as the closing price of the Company’s Class A Common Stock on the grant date of the awards, which is expensed over the applicable service period. The following table summarizes activity related to unvested PSUs converted in the Brigham Merger for the year ended December 31, 2023. Performance Stock Units Number of Grant Date Unvested at January 1, 2023 10,786 $ 30.15 Granted — — Forfeited ( 3,148 ) 30.15 Vested — — Unvested at December 31, 2023 7,638 $ 30.15 As of December 31, 2023, there was approximately $ 126,000 of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.2 years. Sitio OpCo Restricted Stock Awards In connection with the Falcon Merger, legacy Desert Peak owners (the “Falcon Merger Sponsors”), desired to assign, transfer and convey their rights to receive a portion of their Falcon Merger Consideration to our executive officers as an incentive to continue to serve as executive officers following the Falcon Merger. The Falcon Merger Consideration consists of Sitio Royalties OpCo Partnership Units and an equal number of shares of Class C Common Stock. The conveyance of Falcon Merger Consideration, which consists of Class C Common Stock, is deemed to be a grant of restricted stock awards (each, an “RSA”) to our executive officers. Each Sitio OpCo RSA is expected to vest in equal installments on the first four anniversaries of June 6, 2022. The Company estimated the fair value of the RSAs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. The following table summarizes activity related to unvested Sitio OpCo RSAs for the year ended December 31, 2022. Sitio OpCo Number of Grant Date Unvested at January 1, 2023 309,527 $ 29.12 Granted — — Forfeited — — Vested ( 77,382 ) 29.12 Unvested at December 31, 2023 232,145 $ 29.12 As of December 31, 2023, there was approximately $ 5.5 million of unamortized equity-based compensation expense related to the unvested Sitio OpCo RSAs. That expense is expected to be recognized over a weighted average period of approximately 2.4 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 12. Warrants The warrants described below expired in August 2023 and are no longer outstanding. In July 2017, Falcon consummated its IPO of units, each consisting of one share of Class A Common Stock and one-half of one warrant. As a result of the Falcon Merger, the Company’s warrants were adjusted such that four whole warrants became exercisable for one share of Class A Common Stock at an exercise price of $ 44.84 per share of Class A Common Stock. The Company accounted for the warrants in accordance with ASC 815 – Derivatives and Hedging (“ASC 815”). ASC 815 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock. This applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative under ASC 815, including any freestanding financial instrument that is potentially settled in an entity’s own stock. Due to certain circumstances that could have required the Company to settle the warrants in cash, the warrants were classified as derivative liabilities, as opposed to an equity contract. Therefore, the warrants were recorded at fair value at the time of the Falcon Merger and were remeasured at each reporting period with the change in fair value recorded in the consolidated statements of operations. The fair value of the warrants as of December 31, 2022 was $ 3.0 million. The Company recorded a gain of $ 3.7 million during the year ended December 31, 2022 related to the change in fair value of the warrants from the date of the Falcon Merger to December 31, 2022. The Company recorded a gain of $ 3.0 million during the year ended December 31, 2023 related to the expiration of the warrants. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | 13. Derivative Instruments Commodity Derivatives The Company may enter into commodity derivative contracts to manage its exposure to oil and gas price volatility associated with its production. These derivatives are not entered into for trading or speculative purposes. While the use of these instruments limits the downside risk of adverse commodity price changes, their use may also limit future cash flows from favorable commodity price changes. Depending on acquisitions consummated, changes in oil and gas futures markets, and management’s view of underlying supply and demand trends, the Company may increase or decrease its derivative positions. The Company’s commodity derivative contracts have not been designated as hedges for accounting purposes; therefore, all gains and losses on commodity derivatives are recognized in the Company’s statements of operations. The Company may utilize fixed price swaps, basis swaps, and two- and three-way collars to manage commodity price risks. The Company may enter into these contracts when management believes that favorable future sales prices for the Company’s production can be secured and acquisitions consummated are accretive. Under fixed price swap agreements, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company pays the difference to the counterparty. When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company receives the difference from the counterparty. The Company may also enter into basis swap contracts in order to hedge the difference between the New York Mercantile Exchange (“NYMEX”) index price and a local index price that is representative of the price received by many of our operators. Under collar agreements, the Company receives the difference between the published index price and a floor price if the index price is below the floor price or the Company pays the difference between the ceiling price and the index price if the index price is above the ceiling price. No amounts are paid or received if the index is between the floor and the ceiling. By utilizing a collar, the Company has fixed the minimum and maximum prices received on the underlying production. The Company’s oil and gas swap contracts as of December 31, 2023 are summarized below: Oil (NYMEX WTI) Remaining Term Bbl per Day Weighted Average Price per Bbl January 2024 - December 2024 3,300 $ 82.66 January 2025 - June 2025 1,100 $ 74.65 Gas (NYMEX Henry Hub) Remaining Term MMBtu per Day Weighted Average Price per MMBtu January 2024 - December 2024 500 $ 3.41 The Company’s oil and gas two-way commodity collar contracts as of December 31, 2023 are summarized below: Oil (NYMEX WTI) Remaining Term Bbl per Day Weighted Average Floor Price per Bbl Weighted Average Ceiling Price per Bbl January 2025 - June 2025 2,000 $ 60.00 $ 93.20 Gas (NYMEX Henry Hub) Remaining Term MMBtu per Day Weighted Average Floor Price per MMBtu Weighted Average Ceiling Price per MMBtu January 2024 - December 2024 11,400 $ 4.00 $ 7.24 January 2025 - June 2025 11,600 $ 3.31 $ 10.34 The Company was not party to any basis swaps or three-way collar contracts as of December 31, 2023 or 2022. Interest Rate Derivatives In November 2022, the Company entered into an interest rate swap agreement for an initial notional amount of $ 225.0 million. The interest rate swap term expired on December 31, 2023 . The interest rate swap managed exposure to changes in interest rates from variable rate obligations related to the 2026 Senior Notes. The Company’s interest rate derivative contract was not designated as a hedge for accounting purposes; therefore, all gains and losses on interest rate derivatives are recognized in the Company’s statements of operations. The interest rate swap was not entered into for trading or speculative purposes. Financial Summary The following table presents a summary of the Company’s derivative instruments and where such values are recorded on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Balance sheet Fair value Fair value Asset derivatives not designated as hedges for accounting purposes: Commodity contracts Current assets $ 19,080 $ 18,555 Interest rate contracts Current assets — 319 Commodity contracts Long-term assets 3,440 13,379 Total asset derivatives $ 22,520 $ 32,253 Liability derivatives not designated as hedges for accounting purposes: Commodity contracts Current liabilities $ — $ — Commodity contracts Long-term liabilities — — Total liability derivatives $ — $ — Net derivatives $ 22,520 $ 32,253 The following table presents the gross fair values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented on the consolidated balances sheet (in thousands): December 31, 2023 December 31, 2022 Gross Fair Value Gross Amounts Offset Net Fair Value Gross Fair Value Gross Amounts Offset Net Fair Value Commodity derivative assets $ 23,401 $ ( 881 ) $ 22,520 $ 36,813 $ ( 4,879 ) $ 31,934 Interest rate derivative assets — — — 319 — 319 Commodity derivative liabilities ( 881 ) 881 — ( 4,879 ) 4,879 — The following table is a summary of derivative gains and losses, and where such values are recorded in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, Statement of 2023 2022 2021 Commodity derivative gains Other income $ 15,199 $ 39,037 $ — Interest rate derivative gains Other income $ 462 $ 110 $ — The fair values of commodity derivative instruments and interest rate derivative instruments were determined using Level 2 inputs. Credit Risk in Derivative Instruments The Company is exposed to credit risk to the extent of nonperformance by the counterparties in the derivative contracts discussed above. All commodity derivative counterparties are current lenders under the Sitio Revolving Credit Facility. Accordingly, the Company is not required to provide any credit support to its derivative counterparties other than cross collateralization with the properties securing the Sitio Revolving Credit Facility. The Company’s derivative contracts are documented with industry standard contracts known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. Master Agreement (“ISDA”). Typical terms for each ISDA include credit support requirements, cross default provisions, termination events, and set-off provisions. The Company has set-off provisions with its lenders that, in the event of counterparty default, allow the Company to set-off amounts owed under the Sitio Revolving Credit Facility or other general obligations against amounts owed to the Company for derivative contract assets. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 14. Fair Value Measurement The Company is subject to ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”) . ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to management’s perceived risk of that instrument. Level 1 – Fair values are based on unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets. Level 2 – Fair values are based on quoted prices for markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 – Inputs that are unobservable and significant to the overall fair value measurement and include situations where there is little, if any, market activity for the asset or liability. The Company’s proved oil and gas properties are assessed for impairment on a periodic basis. If the Company’s proved properties are determined to be impaired, the carrying basis of the properties is adjusted down to fair value. This represents a fair value measurement that would qualify as a non-recurring Level 3 fair value measurement. During the year ended December 31, 2023, the Company identified an impairment indicator related to its proved oil and gas properties in the Appalachian Basin which indicated the carrying value of the assets exceeded the estimated future undiscounted cash flows. The Company determined the fair value of such proved oil and gas properties based on estimates of future proved reserves, future commodity prices, and future production volumes, and applied a discount rate commensurate with the assets to determine the estimated fair value. As a result, for the year ended December 31, 2023, the Company recognized impairment expense of $ 25.6 million related to its proved oil and gas properties in the Appalachian Basin. If pricing conditions decline or are depressed, or if there is a negative impact on one or more of the other components of the undiscounted future net cash flows attributable to our proved oil and gas properties, we may continue to incur proved property impairments in future periods in other basins. No impairment of proved properties was recognized for the years ended December 31, 2022 and 2021. The fair value of the Company’s commodity derivative instruments (Level 2) was estimated using quoted forward prices for commodities, volatility factors, discounted cash flows and credit risk adjustments. See “Note 13 – Derivative Instruments” for further information on the fair value of the Company’s derivative instruments. The carrying values of cash, accrued revenue, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values due to the short-term nature of these instruments. The carrying amount of debt outstanding pursuant to the Sitio Revolving Credit Facility approximates fair value as the borrowings bear interest at variable rates and are reflective of market rates (Level 2). The fair value of debt outstanding pursuant to our 2028 Senior Notes was $ 621.5 million as of December 31, 2023 based on quoted prices for markets that are not active (Level 2). The carrying amount of debt outstanding pursuant to our 2026 Senior Notes as of December 31, 2022 approximated fair value as the borrowings bore interest at variable rates which were reflective of market rates (Level 2). Certain nonfinancial assets and liabilities, such as assets and liabilities acquired in a business combination, are measured at fair value on a nonrecurring basis on the acquisition date and are subject to fair value adjustments under certain circumstances. Inputs used to determine such fair values are primarily based upon internally-developed engineering and geology models, publicly-available drilling disclosures, a risk-adjusted discount rate, and publicly-available data regarding mineral transactions consummated by other buyers and sellers (Level 3). Mineral assets not acquired through a business combination are measured at fair value on a nonrecurring basis on the acquisition date. The original purchase price of mineral assets is allocated between proved and unproved properties based on the estimated relative fair values. Inputs used to determine such fair values are primarily based upon internally-developed engineering and geology models, publicly-available drilling disclosures, a risk-adjusted discount rate, and publicly-available data regarding mineral transactions consummated by other buyers and sellers (Level 3). PSU awards are valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes a grant date fair value based on the most likely outcome. The inputs for the Monte Carlo model are designated as Level 2 within the valuation hierarchy. See “Note 11 – Share-Based Compensation” for further information on the fair value of the Company’ s PSU awards. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period during which the change in rates is enacted. The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained by examination. Therefore, at December 31, 2023 and 2022, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions. The Predecessor was a limited partnership that was not subject to U.S. federal income tax, but was subject to the Texas Margin Tax and state income taxes in New Mexico. As part of the Falcon Merger, the Predecessor contributed the interests in Desert Peak to Sitio OpCo in exchange for shares of Class C Common Stock and Sitio OpCo Units. On the date of the Falcon Merger, a corresponding “first day” deferred tax liability of approximately $ 3.6 million was recorded to establish a net deferred tax liability for differences between the tax and book basis of the Company’s investment in Sitio OpCo. As part of the Brigham Merger, the Company acquired Brigham in exchange for shares of the Company’s Class A Common Stock or shares of the Company’s Class C Common Stock and Sitio OpCo Units, as applicable to each prior shareholder in Brigham. On the date of the Brigham Merger, a corresponding deferred tax liability of approximately $ 316.6 million was recorded to establish a net deferred tax liability for differences between the tax and book basis of the Company’s investment in Brigham Minerals Holdings, LLC. Sitio Royalties Corp. is a corporation and is subject to U.S. federal income tax. The tax implications of the Falcon Merger, the Brigham Merger and the tax impact of the Company’s status as a taxable corporation subject to U.S. federal income tax have been reflected in the accompanying consolidated financial statements. The effective combined U.S. federal and state income tax rate for the years ended December 31, 2023, 2022, and 2021 was 23 %, 3 %, and 1 %, respectively. The Company recognized an income tax benefit of $ 14.3 million and income tax expense of $ 5.7 million and $ 486,000 for the years ended December 31, 2023, 2022, and 2021, respectively. Total income tax expense for the years ended December 31, 2023, 2022, and 2021 differed from amounts computed by applying the U.S. federal statutory tax rate of 21 % to pre-tax book income or loss for those periods principally because of the Company’s noncontrolling interest and temporary equity, as well as the fact that the Predecessor was not subject to U.S. federal income taxes. The components of the income tax provision were as follows for the periods indicated: Years Ended December 31, 2023 2022 2021 Federal income tax expense (benefit) Current $ 25,753 $ 2,343 $ — Deferred ( 40,822 ) 1,631 — State income tax expense (benefit) Current $ 2,909 $ 1,707 $ 486 Deferred ( 2,124 ) — — Total income tax (benefit) expense $ ( 14,284 ) $ 5,681 $ 486 The effective tax rate on pre-tax income differs from the Federal statutory rate of 21 % for the years ended December 31, 2023, 2022 and 2021 due to the following: Years Ended December 31, 2023 2022 2021 Income (loss) before income taxes $ ( 60,979 ) $ 189,812 $ 47,981 Income tax (benefit) expense at Federal statutory rate $ ( 12,806 ) $ 39,861 $ 10,076 Income attributable to predecessor — ( 16,536 ) ( 10,076 ) Income attributable to noncontrolling interests and temporary equity 7,346 ( 19,154 ) — Overpayment of 2022 Federal income taxes ( 6,956 ) — — Return to provision adjustments (1) ( 1,694 ) — — Warrant liability adjustment ( 619 ) ( 769 ) — Non-deductible transaction costs 239 452 — State taxes, net of federal benefit ( 270 ) 1,707 486 Other, net 476 120 — Income tax (benefit) expense $ ( 14,284 ) $ 5,681 $ 486 (1) During the year ended December 31, 2023, the Company recognized a tax benefit of $ 1.7 million due to a change in estimate of deductible transaction costs after the completion of a transaction cost analysis prior to filing the tax return for the year ended December 31, 2022. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: 2023 2022 2021 Deferred tax assets: Outside basis in Sitio OpCo $ — $ — $ — Total deferred tax assets: $ — $ — $ — Deferred tax liabilities: Federal outside basis in Sitio OpCo $ 247,140 $ 297,795 $ — State outside basis in Sitio OpCo 12,730 15,812 — Total deferred tax liabilities $ 259,870 $ 313,607 $ — Net deferred tax assets (liabilities) $ ( 259,870 ) $ ( 313,607 ) $ — During the year ended December 31, 2023, measurement period adjustments for the Brigham Merger purchase price allocation resulted in a decrease to deferred tax liabilities of $ 19.5 million. There were no deferred tax assets or liabilities for the Company prior to the closing of the Falcon Merger. The 2020 through 2023 tax years remain open to examination by the tax jurisdictions in which the Company is subject to tax. In some instances, state statute of limitations are longer than those prescribed by United States Federal tax law. As of December 31, 2023 , the Company has no t recorded a reserve for any uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies From time to time, the Company may be involved in various legal proceedings, lawsuits, and other claims in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Management does not believe that the resolution of these matters will have a material adverse impact on our financial condition, cash flows or results of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions The Predecessor was founded by Kimmeridge Energy Management Company, LLC (collectively with its affiliates, “Kimmeridge” or the “Manager”). Sierra Acquisition On June 14, 2023, the Company and Sitio OpCo issued 2,508,490 shares of Class C Common Stock and 2,508,490 Sitio OpCo Partnership Units to Source Energy Permian II, LLC and Sierra Energy Royalties, LLC, in exchange for certain mineral and royalty interests. Source Energy Permian II, LLC and Sierra Energy Royalties, LLC are members of the Source Stockholders. Based on the latest available information filed with the SEC by the Source Stockholders and certain of their affiliates, the Source Stockholders and certain of their affiliates collectively beneficially own more than five percent of the Company’s outstanding shares of Common Stock. Common Control Transaction The Predecessor had acquired oil and gas properties from separate limited partnerships whereby the general partner of the Predecessor and the general partner of the separate limited partnerships were affiliated. These transactions were accounted for as a reduction to partners’ capital as the affiliated entities were under common control. The following transaction was completed during the year ended December 31, 2021: Delaware Basin ORRIs Acquisition In October 2020, another partnership owned and managed by Kimmeridge acquired a 2.0 % (on an 8/8ths basis) overriding royalty interest in all of Callon’s operated assets in the Delaware Basin, proportionately reduced to Callon’s net revenue interest. In June 2021, the Predecessor entered into a definitive agreement to acquire 84 % of the Delaware Basin portion of the Chambers ORRI from Chambers Minerals, LLC, a subsidiary of Fund V. Immediately following the consummation of the contributions of assets to the Predecessor, Chambers HoldCo, LLC (the managing member of Chambers Minerals, LLC) was issued equity in DPM HoldCo. As the general partner of Fund V and the General Partner of the Predecessor were affiliated, the transaction was required to be and was subsequently approved by the Predecessor’s Limited Partner Advisory Committee in June 2021. The Chambers Acquisition was accounted for as an asset acquisition. The Chambers Acquisition was also accounted for as a transaction between entities under common control; the controlling ownership and management of the general partner of Fund V and the general partner of the Predecessor had significant overlap, including responsibility for the management, control, and direction of the business affairs of the respective partnerships. As the Predecessor and Fund V are entities under common control, the Predecessor recorded the acquisition utilizing the properties’ net book value. The properties acquired by the Predecessor had a historical net book value to Fund V at the time of sale of approximately $ 60.6 million ($ 45.3 million was allocated to unproved property and $ 15.3 million was allocated to proved property). Accordingly, the $ 37.5 million excess of the fair value of the properties above their net book value was recorded as a decrease to partners’ capital at the date of the transaction. Predecessor Management Fees The Predecessor entered into a management services arrangement with the Manager. For the years ended December 31, 2022 and 2021, the Manager earned and was paid approximately $ 3.2 million and $ 7.5 million in management fees relating to management services, respectively. This arrangement terminated in connection with the Falcon Merger and no such fees were paid for the year ended December 31, 2023. Cost Reimbursements and Allocations from Affiliates General and administrative expenses and certain capitalizable costs are not directly associated with the generation of the Predecessor’s revenues and include costs such as employee compensation, office expenses and fees for professional services. These costs were allocated on a “time spent” basis, a pro rata basis, or by another manner which was designed to be fair and equitable. Some of those costs were incurred on the Predecessor’s behalf and allocated to the Predecessor by the Manager and its affiliates and reimbursed by the Predecessor. These costs may not be indicative of costs incurred by the Predecessor had such services been provided by an unaffiliated company during the period presented. The Company has not estimated what these costs and expenses would be if they were incurred by the Predecessor on a standalone basis as such estimate would be impractical and lack precision. The Company believes the methodology utilized by Kimmeridge Operations, LLC (a subsidiary of the Manager, “Kimmeridge Operations”) and the Manager for the allocation of these costs to be reasonable. From time to time, the Predecessor reimbursed Kimmeridge Operations and the Manager for general and administrative expenses. Kimmeridge Operations staff performed land and administrative services on behalf of the Predecessor and the Predecessor reimbursed the Manager for investment and expenses pre-funded on behalf of the Predecessor. For the years ended December 31, 2022 and 2021, the Predecessor reimbursed approximately $ 74,000 and $ 8.8 million, respectively, related to these services. As of December 31, 2022 and 2023 there were no amounts due to Kimmeridge Operations or the Manager. As of December 31, 2021, approximately $ 142,000 was due to the Manager. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Management has evaluated all subsequent events from the balance sheet date through the date these financial were available to be issued for disclosure or recognition within these financial statements and no items requiring disclosure were identified except for the events identified below. Cash Dividends On February 28, 2024, the Company declared a cash dividend of $ 0.51 per share of Class A Common Stock with respect to the fourth quarter of 2023. The dividend is payable on March 28, 2024 to the stockholders of record at the close of business on March 15, 2024 . Share Repurchase Program On February 28, 2024, our Board authorized a share repurchase program that allows us to repurchase up to $ 200.0 million of our Class A common stock and OpCo Units.The shares may be repurchased from time to time through various methods including but not limited to in the open market transactions, through privately negotiated transactions or by other means in accordance with applicable securities laws, certain of which may be made pursuant to trading plans meeting the requirements of Rule 10b5-1 and 10b-18 under the Exchange Act. The timing of repurchases under the program, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including the market price of our common stock, oil and gas commodity prices, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements and other considerations. The exact number of shares to be repurchased by us is no t guaranteed, and the program may be modified, suspended or discontinued at any time without prior notice. The Company is no t obligated to repurchase any dollar amount or number of shares under the program. |
Supplemental Oil and Gas Inform
Supplemental Oil and Gas Information (Unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Extractive Industries [Abstract] | |
Supplemental Oil and Gas Information (Unaudited) | 19. Supplemental Oil and Gas Information (Unaudited) The Company’s oil and natural gas reserves are attributable solely to properties within the United States. Capitalized oil and natural gas costs Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows (in thousands): December 31, 2023 December 31, 2022 Oil and natural gas interests: Unproved $ 2,698,991 $ 3,244,436 Proved 2,377,196 1,926,214 Total oil and natural gas interests 5,076,187 5,170,650 Accumulated depletion and impairment ( 496,879 ) ( 222,072 ) Net oil and natural gas interests capitalized $ 4,579,308 $ 4,948,578 Costs incurred in oil and natural gas activities Costs incurred in oil and natural gas property acquisition, exploration and development activities are as follows (in thousands): December 31, 2023 December 31, 2022 Acquisition costs Unproved properties $ 76,863 $ 283,341 Proved properties 93,682 274,228 Total $ 170,545 $ 557,569 Results of Operations from Oil and Natural Gas Producing Activities The following schedule sets forth the revenues and expenses related to the production and sale of oil and natural gas (in thousands). It does not include any interest costs or general and administrative costs and, therefore, is not necessarily indicative of the net operating results of the Company’s oil, natural gas and NGL operations. Years Ended December 31, 2023 2022 2021 Oil, natural gas and natural gas liquids revenues $ 574,542 $ 355,430 $ 118,548 Severance and ad valorem taxes ( 46,939 ) ( 25,572 ) ( 6,934 ) Depletion ( 290,809 ) ( 103,898 ) ( 40,318 ) Impairment of oil and natural gas properties ( 25,617 ) — — Income tax expense ( 46,459 ) ( 5,681 ) ( 486 ) Results of operations from oil, natural gas and natural gas liquids $ 164,718 $ 220,279 $ 70,810 The reserves at December 31, 2023, 2022, and 2021 presented below were prepared by Cawley, Gillespie & Associates, Inc. (“CG&A”), independent petroleum engineers. Estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors. The reserves are located in Texas, New Mexico, Oklahoma, Colorado, Wyoming, North Dakota, Pennsylvania, Ohio and West Virginia. During the year ended December 31, 2023, the Company sold all of its reserves located in Oklahoma, Pennsylvania, Ohio and West Virginia. Guidelines prescribed in FASB ASC Topic 932 Extractive Industries – Oil and Gas (“ASC Topic 932”) have been followed for computing a standardized measure of future net cash flows and changes therein related to estimated proved reserves. Future cash inflows and future production costs are determined by applying prices and costs, including transportation, quality, and basis differentials, to the period-end estimated quantities of oil, natural gas and NGL to be produced in the future. The resulting future net cash flows are reduced to present value amounts by applying a ten percent annual discount factor. Future ad valorem taxes are determined based on estimates of expenditures to be incurred in producing the proved oil and gas reserves in place at the end of the period using period-end costs and assuming continuation of existing economic conditions. The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not necessarily reflect management’s expectations of actual revenues to be derived from those reserves, nor their present value. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Reserve estimates are inherently imprecise and estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. Analysis of Changes in Proved Reserves The following table sets forth information regarding the Company’s net ownership interest in estimated quantities of proved developed and undeveloped oil and natural gas quantities and the changes therein for each of the periods presented: Oil Natural Gas Natural Gas Liquids Total Balance as of December 31, 2020 5,075 23,402 2,825 11,800 Revisions 180 6,531 405 1,674 Extensions 610 1,991 216 1,158 Acquisition of reserves 7,240 19,165 2,076 12,511 Production ( 1,261 ) ( 4,746 ) ( 499 ) ( 2,551 ) Balance as of December 31, 2021 11,844 46,343 5,023 24,592 Revisions ( 231 ) 2,926 1,093 1,349 Extensions 3,280 8,986 1,160 5,938 Acquisition of reserves 23,025 110,718 12,183 53,660 Production ( 2,861 ) ( 9,531 ) ( 1,100 ) ( 5,550 ) Balance as of December 31, 2022 35,057 159,442 18,359 79,989 Revisions ( 994 ) ( 289 ) 1,394 352 Extensions 9,257 26,710 3,723 17,431 Acquisition of reserves 2,682 9,572 1,525 5,803 Divestiture of reserves ( 826 ) ( 22,029 ) ( 843 ) ( 5,340 ) Production ( 6,344 ) ( 23,136 ) ( 2,742 ) ( 12,942 ) Balance as of December 31, 2023 38,832 150,270 21,416 85,293 Proved developed and undeveloped reserves: Oil Natural Gas Natural Gas Liquids Total Developed as of December 31, 2020 3,731 19,505 2,352 9,334 Undeveloped as of December 31, 2020 1,344 3,897 473 2,466 Balance at December 31, 2020 5,075 23,402 2,825 11,800 Developed as of December 31, 2021 9,285 40,747 4,417 20,494 Undeveloped as of December 31, 2021 2,559 5,596 606 4,098 Balance at December 31, 2021 11,844 46,343 5,023 24,592 Developed as of December 31, 2022 27,407 133,489 15,169 64,824 Undeveloped as of December 31, 2022 7,650 25,953 3,190 15,165 Balance at December 31, 2022 35,057 159,442 18,359 79,989 Developed as of December 31, 2023 30,537 127,170 18,167 69,899 Undeveloped as of December 31, 2023 8,295 23,100 3,249 15,394 Balance at December 31, 2023 38,832 150,270 21,416 85,293 For the year ended December 31, 2023, the Company had downward revisions of 994 MBbls of oil and 289 MMcf of gas, offset by upward revisions of 1,394 MBbls of NGL. Total upward revisions of 352 MBOE were primarily due to updated gas shrink and yield calculations. For the year ended December 31, 2023, the Company had extensions of 9,257 MBbls of oil, 26,710 MMcf of gas, and 3,723 MBbls of NGLs of which 1,991 MBbls of oil, 6,560 MMcf of gas, and 922 MBbls of NGLs were from conversions of non-proved resources to proved developed producing and proved developed not producing due to operator drilling activity and 7,266 MBbls of oil, 20,150 MMcf of gas, and 2,801 MBbls of NGLs were from additional proved undeveloped reserves. In 2023, the Company acquired royalty and mineral interests of 2,682 MBbls of oil, 9,572 MMcf of gas, and 1,525 MBbls of NGLs through multiple acquisitions. For the year ended December 31, 2023, the Company divested royalty and mineral interests of 826 MBbls of oil, 22,029 MMcf of gas, and 843 MBbls of NGLs, see “ Note 7 – Acquisitions and Divestitures.” For the year ended December 31, 2022, the Company had downward revisions of 231 MBbls of oil, offset by upward revisions of 2,926 MMcf of gas and 1,093 MBbls of NGL. Total upward revisions of 1,349 MBOE were primarily due to upward revisions of 831 MBOE related to changes in estimated ultimate recovery and upward revisions of 377 MBOE due to increases in pricing. For the year ended December 31, 2022, the Company had extensions of 3,280 MBbls of oil, 8,986 MMcf of gas, and 1,160 MBbls of NGLs of which 814 MBbls of oil, 1,748 MMcf of gas, and 224 MBbls of NGLs were from conversions of non-proved resources to proved developed producing and proved developed not producing due to operator drilling activity and 2,466 MBbls of oil, 7,238 MMcf of gas, and 936 MBbls of NGLs were from additional proved undeveloped reserves. In 2022, the Company acquired royalty and mineral interests of 23,025 MBbls of oil, 110,718 MMcf of gas, and 12,183 MBbls of NGLs through multiple acquisitions. For the year ended December 31, 2022, the Company did not divest any royalty and mineral interests. For the year ended December 31, 2021, the Predecessor had upward revisions of 180 MBbls of oil and 6,531 MMcf of gas and 405 MBbls of NGL. Total upward revisions of 1,674 MBOE were primarily due to upward revisions of 1,184 MBOE related to changes in estimated ultimate recovery and upward revisions of 490 MBOE due to increases in pricing. For the year ended December 31, 2021, the Predecessor had extensions of 610 MBbls of oil, 1,991 MMcf of gas, and 216 MBbls of NGLs of which 289 MBbls of oil, 883 MMcf of gas, and 96 MBbls of NGLs were from conversions of non-proved resources to proved developed producing and proved developed not producing due to operator drilling activity and 321 MBbls of oil, 1,108 MMcf of gas, and 120 MBbls of NGLs were from additional proved undeveloped reserves. In 2021, the Predecessor acquired royalty and mineral interests of 7,240 MBbls of oil, 19,165 MMcf of gas, and 2,076 MBbls of NGLs through multiple acquisitions. For the year ended December 31, 2021, the Predecessor did not divest any royalty and mineral interests. Standardized Measure of Oil and Gas The standardized measure of discounted future net cash flows is based on the unweighted average, first-day-of-the-month price. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary. Our calculations of the standardized measure of discounted future net cash flows and the related changes therein include Texas margin tax and include the effect of estimated federal income tax expenses. As of December 31, 2023, the reserves are comprised of 46 % crude oil, 29 % natural gas and 25 % NGL on an energy equivalent basis. For the years ended December 31, 2023, 2022, and 2021, future cash inflows are calculated by applying the 12-month arithmetic average of the first-of-month price from January to December, of oil and gas relating to the Company’s proved reserves, to the year-end quantities of those reserves. The values for the December 31, 2023, 2022, and 2021 proved reserves were derived based on prices presented in the table below. The crude oil pricing was based on the West Texas Intermediate (“WTI”) price; the NGL pricing was 26 % of WTI for 2023, 37 % of WTI for 2022, and 45 % of WTI for 2021; the natural gas pricing was based on the Henry Hub price. All prices have been adjusted for transportation, quality and basis differentials. Oil Natural Gas NGL December 31, 2023 (Average) $ 77.20 $ 1.75 $ 20.22 December 31, 2022 (Average) $ 93.05 $ 5.70 $ 34.97 December 31, 2021 (Average) $ 64.33 $ 3.35 $ 30.14 The following summary sets forth the future net cash flows related to proved oil and gas reserves based on the standardized measure prescribed in ASC Topic 932 (in thousands): Year Ended December 31, 2023 2022 2021 Future oil and natural gas sales $ 3,694,666 $ 4,812,767 $ 1,068,652 Future production costs ( 293,754 ) ( 404,982 ) ( 90,137 ) Future income tax expense ( 233,754 ) ( 438,049 ) ( 5,302 ) Future net cash flows 3,167,158 3,969,736 973,213 10 % annual discount ( 1,408,828 ) ( 1,792,681 ) ( 437,910 ) Standardized measure of discounted future net cash flows $ 1,758,330 $ 2,177,055 $ 535,303 The principal sources of change in the standardized measure of discounted future net cash flows are (in thousands): Year Ended December 31, 2023 2022 2021 Balance at the beginning of the period $ 2,177,055 $ 535,303 $ 123,559 Net change in prices and production costs ( 772,593 ) 250,889 119,993 Sales, net of production costs ( 527,603 ) ( 329,858 ) ( 111,691 ) Extensions and discoveries 505,597 234,973 29,853 Acquisitions of reserves 126,066 1,645,909 326,192 Divestiture of reserves ( 116,884 ) — — Revisions of previous quantity estimates 7,589 40,803 43,843 Net change in income taxes 110,549 ( 244,815 ) ( 2,205 ) Accretion of discount 242,477 53,820 12,426 Changes in timing and other 6,077 ( 9,969 ) ( 6,667 ) Balance at the end of the period $ 1,758,330 $ 2,177,055 $ 535,303 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary Of Significant Accounting Policy [Line Items] | |
Falcon Reverse Merger Transaction | Falcon Reverse Merger Transaction On June 7, 2022 (the “Closing Date”), the Company consummated the previously announced merger transactions contemplated by the Agreement and Plan of Merger, dated as of January 11, 2022 (the “Falcon Reverse Merger Agreement”), by and among the Company, Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (formerly known as Falcon Minerals Operating Partnership, LP) (“Sitio OpCo”), Ferrari Merger Sub A LLC, a Delaware limited liability company (“Falcon Merger Sub”), and DPM HoldCo, LLC, a Delaware limited liability company (“Desert Peak”), pursuant to which Falcon Merger Sub merged with and into Desert Peak (the “Falcon Merger”), with Desert Peak continuing as the surviving entity in the Falcon Merger as a wholly owned subsidiary of Sitio OpCo. Prior to the effective time of the Falcon Merger (the “Falcon Merger Effective Time”), on June 3, 2022, the Company effected a four-to-one reverse stock split (the “Reverse Stock Split”) for all of the Company’s issued and outstanding shares of common stock and outstanding equity awards. As a result of the Reverse Stock Split, every four shares of the Company’s issued and outstanding Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”), were automatically converted into one share of Class C Common Stock, without any change in the par value per share, and every four shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” and, together with the Class C Common Stock, the “Common Stock”) were automatically converted into one share of Class A Common Stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Stock Split. Pursuant to the terms of the Falcon Reverse Merger Agreement, at the Falcon Merger Effective Time and following effectiveness of the Reverse Stock Split, the limited liability company interests in Desert Peak issued and outstanding immediately prior to the Falcon Merger Effective Time were converted into the right to receive shares of Class C Common Stock and common units representing limited partner interests in Sitio OpCo (the “Sitio OpCo Partnership Units” and, together with the receipt of Class C Common Stock, the “Falcon Merger Consideration”). The Company’s stockholders immediately prior to the closing of the Falcon Merger continued to hold their shares of Class A Common Stock immediately after the closing of the Falcon Merger, subject to the Reverse Stock Split. Additionally, as a result of the Reverse Stock Split, the warrants, which expired in August 2023 , were adjusted such that four whole warrants became exercisable for one share of Class A Common Stock at an exercise price of $ 44.84 per share of Class A Common Stock. Pursuant to the terms of the Falcon Reverse Merger Agreement, following the closing of the Falcon Merger and the Reverse Stock Split, the issued and outstanding limited liability company interests in Desert Peak were converted into the right to receive aggregate Falcon Merger Consideration of (a) 61,905,339 shares of Class C Common Stock and (b) 61,905,339 Sitio OpCo Partnership Units. Shortly prior to the Closing Date, the Company changed its name from “Falcon Minerals Corporation” to “Sitio Royalties Corp.” Refer to “Note 4 – Falcon Reverse Merger ” for further information. |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with GAAP. In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position December 31, 2023 and 2022, and its results of operations and cash flows for the years ended December 31, 2023, 2022, and 2021 . The company operates in one reportable segment: oil and gas mineral and royalty interests. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss. Certain prior period amounts have been reclassified to conform to the current period presentation. Prior to the closing of the Falcon Merger, the Company’s financial statements that were filed with the SEC were derived from the accounting records of Falcon Minerals Corporation. The Falcon Merger was accounted for as a reverse merger and a business combination for accounting purposes using the acquisition method of accounting with Desert Peak as the accounting acquirer. As such, the historical consolidated financial statements included in this report are based on the financial statements of Desert Peak’s predecessor, Kimmeridge Mineral Fund, LP (“KMF” or the “Predecessor”), prior to our corporate reorganization. Prior to the Falcon Merger, Desert Peak was consolidated into the results of KMF. KMF’s surface rights, which generate revenue from the sale of water, payments for rights-of-way and other rights associated with the ownership of the surface acreage, are included in our historical consolidated financial statements. The assets contributed by KMF in the Falcon Merger did not include KMF’s surface rights. The consolidated financial statements included in this report reflect the historical operating results of KMF prior to June 7, 2022 and the consolidated results of the Company following June 7, 2022, which include the results of Brigham following December 29, 2022. The consolidated balance sheets December 31, 2023 and 2022 reflect the assets and liabilities of the Company, which include the assets and liabilities of KMF Land, LLC (a subsidiary of the Predecessor) (“KMF Land”) at their historical costs, the assets and liabilities of Falcon Minerals Corporation measured at fair value as of June 7, 2022, and the assets and liabilities of Brigham measured at fair value as of December 29, 2022. Earnings per share is calculated based on the consolidated results of the Company for the periods subsequent to the Falcon Merger. The Company has acquired additional surface rights in connection with multiple acquisitions subsequent to the Falcon Merger. The results of each subsequent acquisition are included in the consolidated company results for the periods following the consummation of such acquisition. Except as otherwise indicated or required by the context, all references in these notes to financial statements to the “Company,” “Sitio,” “we,” “us,” “our” or similar terms refer to (i) for periods prior to the closing of the Falcon Merger, Desert Peak and its subsidiaries and (ii) for periods subsequent to the closing of the Falcon Merger, Sitio Royalties Corp. and its subsidiaries, including Desert Peak. All references in these notes to financial statements to “Falcon” refer to Sitio Royalties Corp. and its subsidiaries for periods prior to the Falcon Merger. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries and any entities in which the Company owns a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interest in the Company’s consolidated financial statements for periods prior to the Falcon Merger represented the ownership interests in a subsidiary of the Predecessor which were owned by outside parties. For the period between the Falcon Merger and the Brigham Merger, interests held in the form of Class C Common Stock and Sitio OpCo Partnership Units were classified as temporary equity. As a result of the Brigham Merger, the holders of Class C Common Stock no longer hold a majority of the voting share outstanding. Consequently, after December 29, 2022, interests held in the form of Class C Common Stock and Sitio OpCo Partnership Units are presented as noncontrolling interest in the consolidated balance sheets. See “Note 10 – Noncontrolling Interest and Temporary Equity” for additional information. Sitio OpCo was determined to be a variable interest entity for which Sitio is the primary beneficiary, as Sitio has both the power to direct Sitio OpCo and the right to receive benefits from Sitio OpCo. As a result, Sitio consolidates the financial results of Sitio OpCo and its subsidiaries. Sitio conducts substantially all of its business through its consolidated subsidiaries, including Sitio OpCo, which, as of December 31, 2023, is owned approximately 52 % by Sitio and approximately 48 % by holders of our noncontrolling interests. Sitio has no operations, or material cash flows, assets or liabilities other than its investment in Sitio OpCo. As the sole managing member of Sitio OpCo, Sitio is responsible for all operational, management and administrative decisions related to Sitio OpCo’s business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s estimates and classification of oil and natural gas reserves are, by necessity, projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that are difficult to measure. The accuracy of any reserve estimate is a function of the quality of available data, engineering, and geological interpretation and judgment. Estimates of economically recoverable oil and natural gas reserves and future net cash flows necessarily depend upon several variable factors and assumptions. These factors and assumptions include historical production from the area compared with production from other producing areas, the assumed effect of regulations by governmental agencies, and assumptions governing future oil and natural gas prices. For these reasons, estimates of the economically recoverable quantities of expected oil and natural gas and estimates of the future net cash flows may vary substantially. Any significant variance in the assumptions could materially affect the estimated quantity of reserves, which could affect the carrying value of the Company’s oil and natural gas properties and/or the rate of depletion related to oil and natural gas properties. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This standard is applicable to all public entities, including those with only one reportable segment. The amendments in this standard are effectively for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the standard is required to be applied retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company’s required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses from such investments. |
Accrued Revenue and Accounts Receivable | Accrued Revenue and Accounts Receivable Accrued revenue and accounts receivable represent amounts due to the Company and are uncollateralized, consisting primarily of royalty revenue receivable. Royalty revenue receivable consists of royalties due from operators for oil, natural gas and NGL volumes sold to purchasers. Those purchasers remit payment for production to the operator of the properties and the operator, in turn, remits payment to the Company. Receivables from third parties for which we did not receive actual production information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated. The Company’s accrued revenue and accounts receivable consisted of the following as of the dates indicated (in thousands): December 31, December 31, Accrued revenue $ 104,832 $ 80,406 Accounts receivable 2,515 61,604 Total accrued revenue and accounts receivable $ 107,347 $ 142,010 Accounts receivable at December 31, 2023 are primarily composed of accrued receivables related to our derivative instruments. Refer to “Note 13 – Derivative Instruments ” for more information. Accounts receivable as of December 31, 2022 were primarily composed of accrued revenues acquired in conjunction with the Brigham Merger. The Company routinely reviews outstanding balances, assesses the financial strength of its operators and records a reserve for amounts not expected to be fully recovered, using a current expected credit loss model. The Company did no t record any credit losses for the years ended December 31, 2023, 2023, and 2021. |
Oil and Gas Properties | Oil and Gas Properties The Company uses the successful efforts method of accounting for oil and natural gas producing properties, as further defined under ASC 932, Extractive Activities - Oil and Natural Gas . Under this method, costs to acquire mineral interests in oil and natural gas properties are capitalized. The costs of non-producing mineral interests and associated acquisition costs are capitalized as unproved properties pending the results of leasing efforts and drilling activities of E&P operators on our interests. As unproved properties are determined to have proved reserves, the related costs are transferred to proved oil and gas properties. Capitalized costs for proved oil and natural gas mineral interests are depleted on a unit-of-production basis over total proved reserves. For depletion of proved oil and gas properties, interests are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic conditions. Impairment of Oil and Gas Properties The Company evaluates its producing properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When assessing proved properties for impairment, the Company compares the expected undiscounted future net cash flows of the proved properties to the carrying amount of the proved properties to determine recoverability. If the carrying amount of proved properties exceeds the expected undiscounted future net cash flows, the carrying amount is written down to the properties’ estimated fair value, which is measured as the present value of the expected future net cash flows of such properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, and a risk-adjusted discount rate. The proved property impairment test is primarily impacted by future commodity prices, changes in estimated reserve quantities, estimates of future production, overall proved property balances, and depletion expense. If pricing conditions decline or are depressed, or if there is a negative impact on one or more of the other components of the calculation, we may incur proved property impairments in future periods. The Company recognized an impairment charge of $ 25.6 million related to its Appalachian Basin proved properties for the year ended December 31, 2023. There was no impairment of proved properties for the years ended December 31, 2022 and 2021. Unproved oil and gas properties are assessed periodically for impairment of value, and a loss is recognized at the time of impairment by charging capitalized costs to expense. Impairment is assessed when facts and circumstances indicate that the carrying value may not be recoverable, at which point an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value. Factors used in the assessment include but are not limited to commodity price outlooks and current and future operator activity in the respective Basins. The Company recognized no impairment of unproved properties for the years ended December 31, 2023, 2022, and 2021. |
Other Property and Equipment | Other Property and Equipment Other property and equipment, which includes leasehold improvements, is recorded at cost. Depreciation is calculated using the straight-line method over the shorter of the lease term or the useful lives of the assets. The Company recorded approximately $ 511,000 , $ 613,000 and $ 588,000 in depreciation for other property and equipment for the years ended December 31, 2023, 2022 and 2021, respectively. We evaluate our other property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset that has been placed in service may not be recoverable. No impairment charges were recorded for the years ended December 31, 2023, 2022 and 2021. |
Asset Acquisitions | Asset Acquisitions The Company generally accounts for acquisitions of mineral and royalty interests as asset acquisitions, through which it allocates the purchase price between proved and unproved properties, with no recognition of goodwill. The Company may use different techniques to determine the allocation, including the discounted net present value of estimated future cash flows and market prices (where available). |
Business Combinations | Business Combinations The Company accounts for all business combinations, including the Falcon Merger and Brigham Merger, using the acquisition method, which involves the use of significant judgment. Under the acquisition method, a business combination is accounted for based on the fair value of the consideration given. The assets acquired and liabilities assumed are measured at fair value and the purchase price is allocated to the assets and liabilities based on these fair values. The excess of the cost of an acquisition, if any, over the fair value of the assets acquired and liabilities assumed is recognized as goodwill. The excess of the fair value of assets acquired and liabilities assumed over consideration given for an acquisition, if any, is recognized immediately in earnings as a gain. Determining the fair values of the assets and liabilities acquired involves the use of judgment as fair values are not always readily determinable. Different techniques may be used to determine fair values, including market prices (where available), comparisons to transactions for similar assets and liabilities and the discounted net present value of estimated future cash flows, among others. |
Derivative Financial Instruments | Derivative Financial Instruments In order to manage its exposure to oil, natural gas, and NGL price volatility as well as interest rate volatility, the Company may periodically enter into derivative transactions, which may include commodity swap agreements, basis swap agreements, two- and three-way collars, and other similar agreements which help manage the price risk associated with the Company’s production. From time to time, the Company may periodically enter into various interest rate derivative contracts to manage exposures to changes in interest rates from variable rate obligations. These derivatives are not entered into for trading or speculative purposes. To the extent legal right of offset exists with a counterparty, the Company reports derivative assets and liabilities on a net basis. The Company has exposure to credit risk to the extent that the counterparty is unable to satisfy its settlement obligations. All derivative counterparties are current lenders under Sitio’s Revolving Credit Facility (defined below). Accordingly, the Company is not required to provide any credit support to its derivative counterparties other than cross collateralization with the properties securing the Sitio Revolving Credit Facility. The Company records derivative instruments on its consolidated balance sheets as either assets or liabilities measured at fair value and records changes in the fair value of derivatives in current earnings as they occur. Changes in the fair value of commodity and interest rate derivatives, including gains or losses on settled derivatives, are classified as other income or loss on the Company’s consolidated statements of operations. The Company’s derivatives have not been designated as hedges for accounting purposes. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The Company’s accounts payable and accrued expenses consisted of the following as of the dates indicated (in thousands): December 31, December 31, Interest expense $ 12,178 $ 1,377 Ad valorem taxes payable 10,364 9,209 Payable to seller for pre-effective monies 2,268 2,243 General and administrative 1,889 1,931 Payable to buyer for post-effective monies 1,427 — Other taxes payable 1,592 2,713 Deferred financing costs and debt issuance costs 64 206 Brigham Merger accrued expenses — 2,878 Accrued prepaids — 1,330 Other 268 12 Total accounts payable and accrued expenses $ 30,050 $ 21,899 |
Leases | Leases The Company evaluates if an arrangement is a lease at inception of the arrangement. To the extent that we determine an arrangement represents a lease, we classify that lease as an operating lease or a finance lease, depending on lease classification guidance provided in ASC 842 – Leases. We capitalize our operating leases through recognition of an operating lease right-of-use asset and a corresponding operating lease liability on our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make fixed payments under the terms of the lease agreement. Short-term leases that have an initial term of one year or less are not capitalized but are disclosed. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Operating lease right-of-use assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at commencement date of the contract in determining the present value of future lease payments. The incremental borrowing rate is calculated using our collateralized incremental borrowing rate based on our debt structure. Certain of our leases may also include escalation clauses or options to extend or terminate the lease. These options are included in the present value recorded for the leases when it is reasonably certain that we will exercise that option. In addition to the present value of lease payments, the operating lease right-of-use asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating leases is recognized on a straight-line basis over the lease term. |
Temporary Equity | Temporary Equity Subsequent to the Falcon Merger, the Company accounted for the interests attributable to Class C Common Stock and Sitio OpCo Partnership Units as temporary equity as a result of certain redemption rights held as discussed in “Note 10 – Noncontrolling Interest and Temporary Equity.” As such, the Company adjusted temporary equity to its maximum redemption amount at the balance sheet date, if higher than the carrying amount. Changes in the redemption value were recognized immediately as they occurred, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to retained earnings or, if a retained deficit, to additional paid-in capital. Temporary equity was reclassified to permanent equity upon conversion of Class C Common Stock (and an equivalent number of Sitio OpCo Partnership Units) or when holders of the Class C Common Stock no longer effectively controlled the Company’s determination of whether to make a cash payment upon the Sitio OpCo Partnership Unit holder’s exercise of its Redemption Right. As a result of the Brigham Merger on December 29, 2022, the holders of Class C Common Stock no longer held a majority of the voting shares outstanding. Consequently, after December 29, 2022, interest held in the form of Class C Common Stock and Sitio OpCo Partnership Units are presented as noncontrolling interest in the consolidated balance sheets. See “Note 10 – Noncontrolling Interest and Temporary Equity ” for additional information. |
Revenue Recognition | Revenue Recognition Mineral and royalty interests represent the right to receive revenues from the sale of oil, natural gas and NGL, less production taxes and post-production expenses. The prices of oil, natural gas, and NGLs from the properties in which we own a mineral or royalty interest are primarily determined by supply and demand in the marketplace and can fluctuate considerably. As an owner of mineral and royalty interests, we have no working interest or operational control over the volumes and methods of sale of the oil, natural gas, and NGLs produced and sold from our properties. We do not explore, develop, or operate the properties and, accordingly, do not incur any of the associated costs. Oil, natural gas, and NGLs revenues from our mineral and royalty interests are recognized when control transfers at the wellhead. The Company also earns revenue related to lease bonuses. The Company earns lease bonus revenue by leasing its mineral interests to E&P companies. The Company recognizes lease bonus revenue when the lease agreement has been executed and payment is determined to be collectible. See “Note 5 – Revenue from Contracts with Customers” for additional disclosures regarding revenue recognition. Concentration of Revenue Collectability of the Company’s royalty revenues is dependent upon the financial condition of the Company’s operators, the entities they sell their products to, as well as general economic conditions in the industry. During the years ended December 31, 2023, 2022, and 2021, the following operators represented 10% or more of total revenues: Year Ended December 31, 2023 2022 2021 Chevron Corporation (NYSE: CVX) 10 % * * Callon Petroleum Company (NYSE: CPE) * 12 % 11 % Coterra Energy Inc (NYSE: CTRA) * * 12 % Diamondback Energy (NYSE: FANG) * * 11 % Oxy USA Inc (NYSE: OXY) * * 10 % *Operator did not account for greater than 10% of revenue for the year. Although the Company is exposed to a concentration of credit risk, the Company does not believe the loss of any single operator or entity would materially impact the Company’s operating results as crude oil, natural gas and NGLs are fungible products with well-established markets and numerous purchasers. If multiple entities were to cease making purchases at or around the same time, we believe there would be challenges initially, but there would be ample markets to handle the disruption. |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation expense associated with restricted stock units, deferred share units, and restricted stock awards which are time-based awards and performance stock units, which are market-based awards. As the performance metric for the performance stock unit awards is absolute total shareholder return, the performance stock units awards are accounted for as market-based awards. The Company accounts for forfeitures of share-based compensation awards as they occur. Share-based compensation expense for all awards is recognized based on the estimated grant date fair value of the award. See “Note 11 – Share-Based Compensation ” for additional information. |
Merger-Related Transaction Costs | Merger-Related Transaction Costs General and administrative expense for the years ended December 31, 2023 and 2022 includes $ 3.5 million and $ 16.7 million, respectively, of costs incurred by the Company in connection with the Falcon Merger and the Brigham Merger (defined below). No such expense was recognized for the year ended December 31, 2021. |
Income Taxes | Income Taxes The Company, under ASC 740 – Income Taxes (“ASC 740”), uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (a) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (b) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future periods when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance will be provided for deferred tax assets if it is more likely than not the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits (if any) as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2023 and 2022. The Company’s ASC 740 balances and income tax expense reporting is significantly affected by the portion of the Company’s consolidated net income attributable to the holders of Sitio OpCo Partnership Units, which is not taxable income to the Company. As the Company’s ownership interest in Sitio OpCo is 52.4 %, only tax attributes allocated to the Company are recorded at this level, except for Texas Gross Margins tax which is imposed on Sitio OpCo and reported herein. The Company’s Predecessor was generally not subject to income tax except for the Texas margin tax and certain other state taxes. |
Brigham Merger [Member] | |
Summary Of Significant Accounting Policy [Line Items] | |
Business Combinations | Brigham Merger On December 29, 2022, the Company, consummated the previously announced merger transactions contemplated by the Agreement and Plan of Merger, dated as of September 6, 2022 (the “Brigham Merger Agreement”) by and among STR Sub Inc. (formerly Sitio Royalties Corp.) (“Former Sitio”), MNRL Sub Inc. (formerly Brigham Minerals Inc.) (“Brigham”), Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, Sitio Royalties Corp. (formerly Snapper Merger Sub I, Inc.) (“New Sitio”), Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc., and Snapper Merger Sub II, LLC. The Brigham Merger Agreement provides for the acquisition of Brigham by Former Sitio in an all stock transaction. Refer to “Note 3 – Brigham Merger ” for further information. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Accrued Revenue and Accounts Receivable | The Company’s accrued revenue and accounts receivable consisted of the following as of the dates indicated (in thousands): December 31, December 31, Accrued revenue $ 104,832 $ 80,406 Accounts receivable 2,515 61,604 Total accrued revenue and accounts receivable $ 107,347 $ 142,010 |
Schedule of Accounts Payable and Accrued Expenses | The Company’s accounts payable and accrued expenses consisted of the following as of the dates indicated (in thousands): December 31, December 31, Interest expense $ 12,178 $ 1,377 Ad valorem taxes payable 10,364 9,209 Payable to seller for pre-effective monies 2,268 2,243 General and administrative 1,889 1,931 Payable to buyer for post-effective monies 1,427 — Other taxes payable 1,592 2,713 Deferred financing costs and debt issuance costs 64 206 Brigham Merger accrued expenses — 2,878 Accrued prepaids — 1,330 Other 268 12 Total accounts payable and accrued expenses $ 30,050 $ 21,899 |
Schedule of Revenues from to Major Operators | During the years ended December 31, 2023, 2022, and 2021, the following operators represented 10% or more of total revenues: Year Ended December 31, 2023 2022 2021 Chevron Corporation (NYSE: CVX) 10 % * * Callon Petroleum Company (NYSE: CPE) * 12 % 11 % Coterra Energy Inc (NYSE: CTRA) * * 12 % Diamondback Energy (NYSE: FANG) * * 11 % Oxy USA Inc (NYSE: OXY) * * 10 % *Operator did not account for greater than 10% of revenue for the year. |
Brigham Merger (Tables)
Brigham Merger (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Consideration for Falcon Merger | The following table summarizes the consideration for the Brigham Merger: Brigham Common Stock — issued and outstanding as of December 29, 2022: 71,290,265 Class A Common Stock price on December 29, 2022 $ 30.15 Total consideration and fair value $ 2,149,401,490 |
Schedule of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed on December 29, 2022, including measurement period adjustments (in thousands): Brigham fair values: December 29, 2022 Adjustments December 31, 2023 Cash $ 11,054 $ — $ 11,054 Accrued revenue and accounts receivable 61,745 3,637 65,382 Prepaid expenses 11,339 20,753 32,092 Unproved oil and gas properties 1,783,162 ( 41,083 ) 1,742,079 Proved oil and gas properties 873,050 — 873,050 Property and equipment 200 — 200 Right-of-use asset 3,209 — 3,209 Other assets 1,064 ( 1,064 ) — Current liabilities ( 83,425 ) ( 617 ) ( 84,042 ) Long-term debt ( 193,000 ) — ( 193,000 ) Long-term operating lease liability ( 2,387 ) — ( 2,387 ) Deferred tax liability ( 316,571 ) 19,474 ( 297,097 ) Other long-term liability ( 39 ) ( 1,100 ) ( 1,139 ) Total consideration and fair value $ 2,149,401 $ — $ 2,149,401 |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information for the years ended December 31, 2022 and 2021, respectively, gives effect to the Falcon Merger and Brigham Merger as if they had both occurred on January 1, 2021 (in thousands, except per share amounts): Year Ended 2022 2021 Total revenues $ 756,590 $ 389,621 Pro forma income (loss) available to Class A stockholders 121,110 ( 8,435 ) Net income (loss) per share: Basic $ 1.50 $ ( 0.12 ) Diluted $ 1.50 $ ( 0.12 ) |
Falcon Reverse Merger (Tables)
Falcon Reverse Merger (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Consideration for Falcon Merger | The following table summarizes the consideration for the Brigham Merger: Brigham Common Stock — issued and outstanding as of December 29, 2022: 71,290,265 Class A Common Stock price on December 29, 2022 $ 30.15 Total consideration and fair value $ 2,149,401,490 |
Schedule of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed on December 29, 2022, including measurement period adjustments (in thousands): Brigham fair values: December 29, 2022 Adjustments December 31, 2023 Cash $ 11,054 $ — $ 11,054 Accrued revenue and accounts receivable 61,745 3,637 65,382 Prepaid expenses 11,339 20,753 32,092 Unproved oil and gas properties 1,783,162 ( 41,083 ) 1,742,079 Proved oil and gas properties 873,050 — 873,050 Property and equipment 200 — 200 Right-of-use asset 3,209 — 3,209 Other assets 1,064 ( 1,064 ) — Current liabilities ( 83,425 ) ( 617 ) ( 84,042 ) Long-term debt ( 193,000 ) — ( 193,000 ) Long-term operating lease liability ( 2,387 ) — ( 2,387 ) Deferred tax liability ( 316,571 ) 19,474 ( 297,097 ) Other long-term liability ( 39 ) ( 1,100 ) ( 1,139 ) Total consideration and fair value $ 2,149,401 $ — $ 2,149,401 |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information for the years ended December 31, 2022 and 2021, respectively, gives effect to the Falcon Merger and Brigham Merger as if they had both occurred on January 1, 2021 (in thousands, except per share amounts): Year Ended 2022 2021 Total revenues $ 756,590 $ 389,621 Pro forma income (loss) available to Class A stockholders 121,110 ( 8,435 ) Net income (loss) per share: Basic $ 1.50 $ ( 0.12 ) Diluted $ 1.50 $ ( 0.12 ) |
Falcon Minerals [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration for Falcon Merger | The following table summarizes the consideration for the Falcon Merger: Falcon Common Stock — issued and outstanding as of June 7, 2022: 21,935,492 Class A Common Stock price on June 7, 2022 $ 29.12 Total consideration and fair value $ 638,761,527 |
Schedule of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed (in thousands): June 7, 2022 Adjustments December 31, 2022 Falcon fair values: Cash $ 4,484 $ — $ 4,484 Accrued revenue and accounts receivable 12,054 6,696 18,750 Unproved oil and gas properties 495,803 ( 4,572 ) 491,231 Proved oil and gas properties 200,773 — 200,773 Property and equipment 278 — 278 Current liabilities ( 22,315 ) ( 1,106 ) ( 23,421 ) Long-term debt ( 43,105 ) — ( 43,105 ) Deferred tax liability ( 2,598 ) ( 1,018 ) ( 3,616 ) Warrant liability ( 6,612 ) — ( 6,612 ) Total consideration and fair value $ 638,762 $ — $ 638,762 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of Disaggregated Revenues from Sales | The disaggregated revenues from sales of oil, natural gas and NGLs for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands): For the Year 2023 2022 2021 Crude oil sales $ 480,843 $ 266,179 $ 84,818 Natural gas sales 41,034 52,380 17,143 NGL sales 52,665 36,871 16,587 Total royalty revenues $ 574,542 $ 355,430 $ 118,548 |
Oil and Natural Gas Properties
Oil and Natural Gas Properties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Summary of Oil and Natural Gas Properties | The following is a summary of oil and natural gas properties as of December 31, 2023 and 2022 (in thousands): Oil and natural gas properties: December 31, December 31, Unproved properties $ 2,698,991 $ 3,244,436 Proved properties 2,377,196 1,926,214 Oil and natural gas properties, gross 5,076,187 5,170,650 Accumulated depletion and impairment ( 496,879 ) ( 222,072 ) Oil and natural gas properties, net $ 4,579,308 $ 4,948,578 Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows (in thousands): December 31, 2023 December 31, 2022 Oil and natural gas interests: Unproved $ 2,698,991 $ 3,244,436 Proved 2,377,196 1,926,214 Total oil and natural gas interests 5,076,187 5,170,650 Accumulated depletion and impairment ( 496,879 ) ( 222,072 ) Net oil and natural gas interests capitalized $ 4,579,308 $ 4,948,578 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | The following is a summary of long term debt as of December 31, 2023 and 2022, (in thousands): As of December 31, 2023 2022 Revolving Credit Facility $ 277,000 $ 510,000 2026 Senior Notes — 438,750 Less: Unamortized discount and issuance costs — ( 9,854 ) 2028 Senior Notes 600,000 — Less: Unamortized issuance costs ( 11,662 ) — Total long term debt $ 865,338 $ 938,896 |
Summary of Redemption Percentage of Principal Amount | On or after November 1, 2025, the Issuers may, on any one or more occasions, redeem all or a part of the 2028 Senior Notes at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding the redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below: Year Percentage 2025 103.938 % 2026 101.969 % 2027 and thereafter 100.000 % |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Quarterly Dividends | The following table summarizes the quarterly dividends related to the Company’s quarterly financial results (in thousands, except per share data): Quarter Ended Total Quarterly Dividend per Class A Common Share Class A Cash Dividends Paid Payment Date Stockholder Record Date September 30, 2023 $ 0.49 $ 40,396 November 30, 2023 November 21, 2023 June 30, 2023 $ 0.40 $ 32,705 August 31, 2023 August 18, 2023 March 31, 2023 $ 0.50 $ 40,743 May 31, 2023 May 19, 2023 December 31, 2022 $ 0.60 $ 48,107 March 31, 2023 March 17, 2023 September 30, 2022 $ 0.72 $ 9,148 November 30, 2022 November 21, 2022 June 30, 2022 $ 0.71 $ 9,017 August 31, 2022 August 18, 2022 |
Schedule of basic and diluted earnings per Share | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): For the Year 2023 2022 2021 Numerator: Net income (loss) attributable to Class A stockholders $ ( 15,536 ) $ 15,701 $ — Less: Earnings allocated to participating securities ( 1,049 ) ( 579 ) — Net income (loss) attributable to Class A stockholders - basic $ ( 16,585 ) $ 15,122 $ — Plus: net income attributable to temporary equity $ — $ 90,377 Plus: net income (loss) attributable to noncontrolling interest ( 31,159 ) ( 51 ) Net income (loss) attributable to Class A stockholders - diluted $ ( 47,744 ) $ 105,448 $ — Denominator: Weighted average shares outstanding - basic 81,269 13,723 Effect of dilutive securities — — Weighted average shares outstanding - diluted 81,269 13,723 Net income (loss) per common share - basic $ ( 0.20 ) $ 1.10 Net income (loss) per common share - diluted $ ( 0.20 ) $ 1.10 |
Schedule of computation of diluted earnings per share | The Company had the following shares that were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive for the periods presented but could potentially dilute basic earnings per share in future periods (in thousands): Year Ended 2023 2022 2021 Warrants 3,406 5,312 Unvested share-based compensation awards 879 302 Shares of Class C Common Stock if converted 74,731 71,146 Total 79,016 76,760 |
Noncontrolling Interest and T_2
Noncontrolling Interest and Temporary Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Recorded Adjustments to Temporary Equity | Temporary equity is recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to retained earnings or if a retained deficit to additional paid-in capital. From the date of the Falcon Merger through December 28, 2022, the Company recorded adjustments to the value of temporary equity as presented in the table below (in thousands): Temporary equity adjustments Balance – June 7, 2022 (1) $ 1,395,799 Share-based compensation 1,283 Conversion of Class C Common Stock to Class A Common Stock ( 34,038 ) Net income attributable to temporary equity 90,377 Distributions to holders of temporary equity ( 115,375 ) Adjustment of temporary equity to redemption amount 706,940 Reclassification to noncontrolling interest (2) ( 2,044,986 ) Balance – December 28, 2022 $ — (1) Based on 71,752,285 shares of Class C Common Stock outstanding at June 7, 2022. (2) Based on 70,390,316 shares of Class C Common Stock outstanding and Class A Common Stock 5-day volume-weighted average price of $ 29.05 at December 28, 2022. The December 28, 2022 redemption value of temporary equity became the carrying value of noncontrolling interest. |
Summary of Recorded Adjustments to Noncontrolling Interest | For the year ended December 31, 2023, the Company recorded adjustments to the value of noncontrolling interest as presented in the table below (in thousands): Noncontrolling Interest Balance – December 31, 2022 $ 2,164,228 Net income ( 31,159 ) Share-based compensation 2,252 Conversion of Class C Common Stock to Class A Common Stock ( 59,566 ) Distributions to noncontrolling interest ( 158,968 ) Issuance of Class C Common Stock in connection with acquisition 70,739 Balance – December 31, 2023 $ 1,987,526 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes the share-based compensation expense recorded for each type of award for the years ended December 31, 2023, 2022, and 2021, in thousands. Year Ended December 31, 2023 2022 2021 RSUs $ 6,606 $ 4,463 $ — PSUs 7,646 2,223 — DSUs 2,014 1,277 — Sitio OpCo Restricted Stock Awards 2,252 1,284 — RSUs Converted in the Brigham Merger 246 2 — PSUs Converted in the Brigham Merger 103 1 — Total $ 18,867 $ 9,250 $ — |
Restricted Stock Units [Member] | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes activity related to unvested RSUs for the year ended December 31, 2023. Restricted Stock Units Number of Grant Date Unvested at January 1, 2023 446,128 $ 29.11 Granted 324,636 24.03 Forfeited ( 13,000 ) 26.37 Vested ( 289,652 ) 28.99 Unvested at December 31, 2023 468,112 $ 25.65 |
Deferred Share Units [Member] | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes activity related to unvested DSUs for the year ended December 31, 2023. Deferred Share Units Number of Grant Date Unvested at January 1, 2023 41,724 $ 29.12 Granted 93,680 25.38 Forfeited — — Vested ( 41,724 ) 29.12 Unvested at December 31, 2023 93,680 $ 25.38 |
Performance Stock Units [Member] | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes activity related to unvested PSUs for the year ended December 31, 2023. Performance Stock Units Number of Grant Date Unvested at January 1, 2023 308,953 $ 39.12 Granted 521,235 25.90 Forfeited — — Vested — — Unvested at December 31, 2023 830,188 $ 30.82 |
Summary of Performance Targets Associated | The performance targets associated with the PSU awards are outlined below: Annualized Percentage of Base of Range Less than 0 % 0 % Threshold 0 % 50 % Target 10 % 100 % Maximum 20 % 200 % |
Schedule of weighted average assumptions to determine fair value | The following table summarizes the assumptions used to determine the fair values of the PSUs: Grant Year Average Expected Volatility Risk-Free Interest Rate Expected Dividend Yield 2022 67.23 % - 67.30 % 2.89 % - 4.18 % 0.00 % 2023 43.57 % - 52.71 % 3.97 % - 4.60 % 0.00 % |
Restricted Stock Units Converted to Brigham Merger [Member] | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes activity related to unvested RSUs converted in the Brigham Merger for the year ended December 31, 2023. Restricted Stock Units Number of Grant Date Unvested at January 1, 2023 21,279 $ 30.15 Granted — — Forfeited ( 3,147 ) 30.15 Vested ( 7,092 ) 30.15 Unvested at December 31, 2023 11,040 $ 30.15 |
Performance Stock Units Converted to Brigham Merger [Member] | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes activity related to unvested PSUs converted in the Brigham Merger for the year ended December 31, 2023. Performance Stock Units Number of Grant Date Unvested at January 1, 2023 10,786 $ 30.15 Granted — — Forfeited ( 3,148 ) 30.15 Vested — — Unvested at December 31, 2023 7,638 $ 30.15 |
Sitio OpCo Restricted Stock Awards [Member] | |
Class Of Stock [Line Items] | |
Summary of activity in share-based compensation expense, unvested RSUs, DSUs, PSUs and unvested RSAs | The following table summarizes activity related to unvested Sitio OpCo RSAs for the year ended December 31, 2022. Sitio OpCo Number of Grant Date Unvested at January 1, 2023 309,527 $ 29.12 Granted — — Forfeited — — Vested ( 77,382 ) 29.12 Unvested at December 31, 2023 232,145 $ 29.12 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative [Line Items] | |
Summary of Derivative Instruments | The following table presents a summary of the Company’s derivative instruments and where such values are recorded on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Balance sheet Fair value Fair value Asset derivatives not designated as hedges for accounting purposes: Commodity contracts Current assets $ 19,080 $ 18,555 Interest rate contracts Current assets — 319 Commodity contracts Long-term assets 3,440 13,379 Total asset derivatives $ 22,520 $ 32,253 Liability derivatives not designated as hedges for accounting purposes: Commodity contracts Current liabilities $ — $ — Commodity contracts Long-term liabilities — — Total liability derivatives $ — $ — Net derivatives $ 22,520 $ 32,253 |
Summary of Gross Fair Values of Recognized Derivative Assets and Liabilities, Amounts Offset Under Master Netting Arrangements With Counterparties and Resulting Net Amounts | The following table presents the gross fair values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented on the consolidated balances sheet (in thousands): December 31, 2023 December 31, 2022 Gross Fair Value Gross Amounts Offset Net Fair Value Gross Fair Value Gross Amounts Offset Net Fair Value Commodity derivative assets $ 23,401 $ ( 881 ) $ 22,520 $ 36,813 $ ( 4,879 ) $ 31,934 Interest rate derivative assets — — — 319 — 319 Commodity derivative liabilities ( 881 ) 881 — ( 4,879 ) 4,879 — |
Summary of Derivative Gains and Losses | The following table is a summary of derivative gains and losses, and where such values are recorded in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, Statement of 2023 2022 2021 Commodity derivative gains Other income $ 15,199 $ 39,037 $ — Interest rate derivative gains Other income $ 462 $ 110 $ — |
Oil and Gas Swap Contracts [Member] | |
Derivative [Line Items] | |
Schedule of Oil and Gas Contracts | The Company’s oil and gas swap contracts as of December 31, 2023 are summarized below: Oil (NYMEX WTI) Remaining Term Bbl per Day Weighted Average Price per Bbl January 2024 - December 2024 3,300 $ 82.66 January 2025 - June 2025 1,100 $ 74.65 Gas (NYMEX Henry Hub) Remaining Term MMBtu per Day Weighted Average Price per MMBtu January 2024 - December 2024 500 $ 3.41 |
Oil and Gas Two-way Commodity Collar Contracts [Member] | |
Derivative [Line Items] | |
Schedule of Oil and Gas Contracts | The Company’s oil and gas two-way commodity collar contracts as of December 31, 2023 are summarized below: Oil (NYMEX WTI) Remaining Term Bbl per Day Weighted Average Floor Price per Bbl Weighted Average Ceiling Price per Bbl January 2025 - June 2025 2,000 $ 60.00 $ 93.20 Gas (NYMEX Henry Hub) Remaining Term MMBtu per Day Weighted Average Floor Price per MMBtu Weighted Average Ceiling Price per MMBtu January 2024 - December 2024 11,400 $ 4.00 $ 7.24 January 2025 - June 2025 11,600 $ 3.31 $ 10.34 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Provision | The components of the income tax provision were as follows for the periods indicated: Years Ended December 31, 2023 2022 2021 Federal income tax expense (benefit) Current $ 25,753 $ 2,343 $ — Deferred ( 40,822 ) 1,631 — State income tax expense (benefit) Current $ 2,909 $ 1,707 $ 486 Deferred ( 2,124 ) — — Total income tax (benefit) expense $ ( 14,284 ) $ 5,681 $ 486 |
Summary of Effective Tax Rate on Pre-Tax Income Differs from Federal Statutory Rate | The effective tax rate on pre-tax income differs from the Federal statutory rate of 21 % for the years ended December 31, 2023, 2022 and 2021 due to the following: Years Ended December 31, 2023 2022 2021 Income (loss) before income taxes $ ( 60,979 ) $ 189,812 $ 47,981 Income tax (benefit) expense at Federal statutory rate $ ( 12,806 ) $ 39,861 $ 10,076 Income attributable to predecessor — ( 16,536 ) ( 10,076 ) Income attributable to noncontrolling interests and temporary equity 7,346 ( 19,154 ) — Overpayment of 2022 Federal income taxes ( 6,956 ) — — Return to provision adjustments (1) ( 1,694 ) — — Warrant liability adjustment ( 619 ) ( 769 ) — Non-deductible transaction costs 239 452 — State taxes, net of federal benefit ( 270 ) 1,707 486 Other, net 476 120 — Income tax (benefit) expense $ ( 14,284 ) $ 5,681 $ 486 (1) During the year ended December 31, 2023, the Company recognized a tax benefit of $ 1.7 million due to a change in estimate of deductible transaction costs after the completion of a transaction cost analysis prior to filing the tax return for the year ended December 31, 2022. |
Summary of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: 2023 2022 2021 Deferred tax assets: Outside basis in Sitio OpCo $ — $ — $ — Total deferred tax assets: $ — $ — $ — Deferred tax liabilities: Federal outside basis in Sitio OpCo $ 247,140 $ 297,795 $ — State outside basis in Sitio OpCo 12,730 15,812 — Total deferred tax liabilities $ 259,870 $ 313,607 $ — Net deferred tax assets (liabilities) $ ( 259,870 ) $ ( 313,607 ) $ — |
Supplemental Oil and Gas Info_2
Supplemental Oil and Gas Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Extractive Industries [Abstract] | |
Summary of Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities | The following is a summary of oil and natural gas properties as of December 31, 2023 and 2022 (in thousands): Oil and natural gas properties: December 31, December 31, Unproved properties $ 2,698,991 $ 3,244,436 Proved properties 2,377,196 1,926,214 Oil and natural gas properties, gross 5,076,187 5,170,650 Accumulated depletion and impairment ( 496,879 ) ( 222,072 ) Oil and natural gas properties, net $ 4,579,308 $ 4,948,578 Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows (in thousands): December 31, 2023 December 31, 2022 Oil and natural gas interests: Unproved $ 2,698,991 $ 3,244,436 Proved 2,377,196 1,926,214 Total oil and natural gas interests 5,076,187 5,170,650 Accumulated depletion and impairment ( 496,879 ) ( 222,072 ) Net oil and natural gas interests capitalized $ 4,579,308 $ 4,948,578 |
Schedule of Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development Activities | Costs incurred in oil and natural gas property acquisition, exploration and development activities are as follows (in thousands): December 31, 2023 December 31, 2022 Acquisition costs Unproved properties $ 76,863 $ 283,341 Proved properties 93,682 274,228 Total $ 170,545 $ 557,569 |
Summary of Revenues and Expenses Related to Production and Sale of Oil and Natural Gas | The following schedule sets forth the revenues and expenses related to the production and sale of oil and natural gas (in thousands). It does not include any interest costs or general and administrative costs and, therefore, is not necessarily indicative of the net operating results of the Company’s oil, natural gas and NGL operations. Years Ended December 31, 2023 2022 2021 Oil, natural gas and natural gas liquids revenues $ 574,542 $ 355,430 $ 118,548 Severance and ad valorem taxes ( 46,939 ) ( 25,572 ) ( 6,934 ) Depletion ( 290,809 ) ( 103,898 ) ( 40,318 ) Impairment of oil and natural gas properties ( 25,617 ) — — Income tax expense ( 46,459 ) ( 5,681 ) ( 486 ) Results of operations from oil, natural gas and natural gas liquids $ 164,718 $ 220,279 $ 70,810 |
Summary of Net Ownership Interest in Estimated Quantities of Proved Developed and Undeveloped Oil and Natural Gas Quantities and Changes | The following table sets forth information regarding the Company’s net ownership interest in estimated quantities of proved developed and undeveloped oil and natural gas quantities and the changes therein for each of the periods presented: Oil Natural Gas Natural Gas Liquids Total Balance as of December 31, 2020 5,075 23,402 2,825 11,800 Revisions 180 6,531 405 1,674 Extensions 610 1,991 216 1,158 Acquisition of reserves 7,240 19,165 2,076 12,511 Production ( 1,261 ) ( 4,746 ) ( 499 ) ( 2,551 ) Balance as of December 31, 2021 11,844 46,343 5,023 24,592 Revisions ( 231 ) 2,926 1,093 1,349 Extensions 3,280 8,986 1,160 5,938 Acquisition of reserves 23,025 110,718 12,183 53,660 Production ( 2,861 ) ( 9,531 ) ( 1,100 ) ( 5,550 ) Balance as of December 31, 2022 35,057 159,442 18,359 79,989 Revisions ( 994 ) ( 289 ) 1,394 352 Extensions 9,257 26,710 3,723 17,431 Acquisition of reserves 2,682 9,572 1,525 5,803 Divestiture of reserves ( 826 ) ( 22,029 ) ( 843 ) ( 5,340 ) Production ( 6,344 ) ( 23,136 ) ( 2,742 ) ( 12,942 ) Balance as of December 31, 2023 38,832 150,270 21,416 85,293 Proved developed and undeveloped reserves: Oil Natural Gas Natural Gas Liquids Total Developed as of December 31, 2020 3,731 19,505 2,352 9,334 Undeveloped as of December 31, 2020 1,344 3,897 473 2,466 Balance at December 31, 2020 5,075 23,402 2,825 11,800 Developed as of December 31, 2021 9,285 40,747 4,417 20,494 Undeveloped as of December 31, 2021 2,559 5,596 606 4,098 Balance at December 31, 2021 11,844 46,343 5,023 24,592 Developed as of December 31, 2022 27,407 133,489 15,169 64,824 Undeveloped as of December 31, 2022 7,650 25,953 3,190 15,165 Balance at December 31, 2022 35,057 159,442 18,359 79,989 Developed as of December 31, 2023 30,537 127,170 18,167 69,899 Undeveloped as of December 31, 2023 8,295 23,100 3,249 15,394 Balance at December 31, 2023 38,832 150,270 21,416 85,293 |
Schedule of Values of Proved Reserves Derived Based on Prices | The values for the December 31, 2023, 2022, and 2021 proved reserves were derived based on prices presented in the table below. The crude oil pricing was based on the West Texas Intermediate (“WTI”) price; the NGL pricing was 26 % of WTI for 2023, 37 % of WTI for 2022, and 45 % of WTI for 2021; the natural gas pricing was based on the Henry Hub price. All prices have been adjusted for transportation, quality and basis differentials. Oil Natural Gas NGL December 31, 2023 (Average) $ 77.20 $ 1.75 $ 20.22 December 31, 2022 (Average) $ 93.05 $ 5.70 $ 34.97 December 31, 2021 (Average) $ 64.33 $ 3.35 $ 30.14 |
Summary of Future Net Cash Flows Related to Proved Oil and Gas Reserves | The following summary sets forth the future net cash flows related to proved oil and gas reserves based on the standardized measure prescribed in ASC Topic 932 (in thousands): Year Ended December 31, 2023 2022 2021 Future oil and natural gas sales $ 3,694,666 $ 4,812,767 $ 1,068,652 Future production costs ( 293,754 ) ( 404,982 ) ( 90,137 ) Future income tax expense ( 233,754 ) ( 438,049 ) ( 5,302 ) Future net cash flows 3,167,158 3,969,736 973,213 10 % annual discount ( 1,408,828 ) ( 1,792,681 ) ( 437,910 ) Standardized measure of discounted future net cash flows $ 1,758,330 $ 2,177,055 $ 535,303 |
Schedule of Principal Sources of Change in Standardized Measure of Discounted Future Net Cash Flows | The principal sources of change in the standardized measure of discounted future net cash flows are (in thousands): Year Ended December 31, 2023 2022 2021 Balance at the beginning of the period $ 2,177,055 $ 535,303 $ 123,559 Net change in prices and production costs ( 772,593 ) 250,889 119,993 Sales, net of production costs ( 527,603 ) ( 329,858 ) ( 111,691 ) Extensions and discoveries 505,597 234,973 29,853 Acquisitions of reserves 126,066 1,645,909 326,192 Divestiture of reserves ( 116,884 ) — — Revisions of previous quantity estimates 7,589 40,803 43,843 Net change in income taxes 110,549 ( 244,815 ) ( 2,205 ) Accretion of discount 242,477 53,820 12,426 Changes in timing and other 6,077 ( 9,969 ) ( 6,667 ) Balance at the end of the period $ 1,758,330 $ 2,177,055 $ 535,303 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 12 Months Ended | ||
Jun. 07, 2022 $ / shares shares | Jun. 03, 2022 $ / shares | Dec. 31, 2023 OperatingSegments | |
Business Combination Separately Recognized Transactions [Line Items] | |||
Number of operating segments | OperatingSegments | 1 | ||
Class of warrant or right expiration period | 2023-08 | 2023-08 | |
Class A Common Stock [Member] | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Warrants, exercise price | $ / shares | $ 44.84 | ||
Falcon Minerals [Member] | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Reverse stock split | four-to-one | ||
Falcon Minerals [Member] | Class C Common Stock [Member] | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Common stock, conversion terms | every four shares of the Company’s issued and outstanding Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”), were automatically converted into one share of Class C Common Stock, without any change in the par value per share, | ||
Conversion of shares | shares | 61,905,339 | ||
Falcon Minerals [Member] | Class A Common Stock [Member] | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Common stock, conversion terms | every four shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” and, together with the Class C Common Stock, the “Common Stock”) were automatically converted into one share of Class A Common Stock, without any change in the par value per share. | ||
Exercise price per share | $ / shares | $ 44.84 | ||
Falcon Minerals [Member] | Class A Common Stock [Member] | Warrants [Member] | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Warrants, conversion terms | four whole warrants became exercisable for one share of Class A Common Stock at an exercise price of $44.84 per share of Class A Common Stock. | ||
Falcon Minerals [Member] | Common Units Limited Partner Interests [Member] | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Conversion of shares | shares | 61,905,339 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policy [Line Items] | |||
Credit losses | $ 0 | $ 0 | |
Impairment of proved oil and natural gas properties | 25,600,000 | $ 0 | 0 |
Impairment of unproved properties | 0 | 0 | 0 |
General and administrative | $ 49,620,000 | 42,299,000 | 12,998,000 |
Sitio Opco [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Ownership percentage by non controlling interests | 47.60% | ||
Ownership percentage | 52.40% | ||
Merger-Related Transaction Costs [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
General and administrative | $ 3,500,000 | 16,700,000 | 0 |
Other Property and Equipment [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Depreciation | 511,000 | 613,000 | 588,000 |
Impairment charge | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Accrued Revenue and Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued revenue and accounts receivable [Abstract] | ||
Accrued revenue | $ 104,832 | $ 80,406 |
Accounts receivable | 2,515 | 61,604 |
Total accrued revenue and accounts receivable | $ 107,347 | $ 142,010 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Interest expense | $ 12,178 | $ 1,377 |
Ad valorem taxes payable | 10,364 | 9,209 |
Payable to seller for pre-effective monies | 2,268 | 2,243 |
General and administrative | 1,889 | 1,931 |
Payable to buyer for post-effective monies | 1,427 | |
Other taxes payable | 1,592 | 2,713 |
Deferred financing costs and debt issuance costs | 64 | 206 |
Brigham Merger accrued expenses | 2,878 | |
Accrued prepaids | 1,330 | |
Other | 268 | 12 |
Total accounts payable and accrued expenses | $ 30,050 | $ 21,899 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Revenues from to Major Operators (Details) - Revenue Benchmark [Member] - Revenue from Rights Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Chevron Corporation [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | ||
Callon Petroleum Company [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12% | 11% | |
Coterra Energy Inc [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12% | ||
Diamondback Energy [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 11% | ||
Oxy USA Inc [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% |
Brigham Merger (Details Textual
Brigham Merger (Details Textual) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 29, 2022 NetRoyaltyAcres $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Revenues | $ 593,356,000 | $ 369,612,000 | $ 120,588,000 | ||
Direct operating expenses | 557,967,000 | 175,623,000 | $ 70,714,000 | ||
Brigham Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.01 | ||||
Brigham Class B Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.01 | ||||
Brigham Merger [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of net royalty acres | NetRoyaltyAcres | 86,500 | ||||
Transaction costs associated with Merger | $ 2,800,000 | $ 13,300,000 | |||
Revenues | $ 2,400,000 | ||||
Direct operating expenses | $ 113,000 | ||||
Brigham Merger [Member] | Sitio Stockholders [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of stockholding by stockholders after Merger | 54% | ||||
Brigham Merger [Member] | Brigham Stockholders [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of stockholding by stockholders after Merger | 46% | ||||
Brigham Merger [Member] | Sitio Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Conversion of shares | shares | 1.133 | ||||
Brigham Merger [Member] | Sitio Class C Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Conversion of shares | shares | 1.133 | ||||
Brigham Merger [Member] | OpCo LP Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Conversion of shares | shares | 1.133 | ||||
Number of fractional shares outstanding | shares | 0 |
Brigham Merger - Schedule of Co
Brigham Merger - Schedule of Consideration for Merger (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2022 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||
Common stock, shares outstanding | 74,939,080 | |
Brigham Merger [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares issued | 71,290,265 | |
Common stock, shares outstanding | 71,290,265 | |
Common stock price | $ 30.15 | |
Total consideration and fair value | $ 2,149,401,490 | $ 2,149,401,000 |
Brigham Merger - Schedule of Al
Brigham Merger - Schedule of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - Brigham Merger [Member] - USD ($) | 12 Months Ended | |
Dec. 29, 2022 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||
Cash | $ 11,054,000 | $ 11,054,000 |
Accrued revenue and accounts receivable | 61,745,000 | 65,382,000 |
Prepaid expenses | 11,339,000 | 32,092,000 |
Unproved oil and gas properties | 1,783,162,000 | 1,742,079,000 |
Proved oil and gas properties | 873,050,000 | 873,050,000 |
Property and equipment | 200,000 | 200,000 |
Right-of-use asset | 3,209,000 | 3,209,000 |
Other assets | 1,064,000 | |
Current liabilities | (83,425,000) | (84,042,000) |
Long-term debt | (193,000,000) | (193,000,000) |
Long-term operating lease liability | (2,387,000) | (2,387,000) |
Deferred tax liability | (316,571,000) | (297,097,000) |
Other long-term liability | (39,000) | (1,139,000) |
Total consideration and fair value | $ 2,149,401,490 | 2,149,401,000 |
Adjustments | ||
Business Acquisition [Line Items] | ||
Accrued revenue and accounts receivable | 3,637,000 | |
Prepaid expenses | 20,753,000 | |
Unproved oil and gas properties | (41,083,000) | |
Other assets | (1,064,000) | |
Current liabilities | (617,000) | |
Deferred tax liability | 19,474,000 | |
Other long-term liability | $ (1,100,000) |
Brigham Merger - Schedule of Un
Brigham Merger - Schedule of Unaudited Pro Forma Financial Information (Details) - Brigham Merger [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 756,590 | $ 389,621 |
Pro forma income (loss) available to Class A stockholders | $ 121,110 | $ (8,435) |
Basic | $ 1.5 | $ (0.12) |
Diluted | $ 1.5 | $ (0.12) |
Falcon Reverse Merger (Details
Falcon Reverse Merger (Details Textual) | 7 Months Ended | 12 Months Ended | |||
Jun. 07, 2022 USD ($) NetRoyaltyAcres | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Revenues | $ 593,356,000 | $ 369,612,000 | $ 120,588,000 | ||
Direct operating expenses | 557,967,000 | 175,623,000 | $ 70,714,000 | ||
Revolving Credit Facility [Member] | |||||
Business Acquisition [Line Items] | |||||
Repayment of borrowings | $ 43,100,000 | ||||
Falcon Minerals [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of net royalty acres | NetRoyaltyAcres | 34,000 | ||||
Transaction costs associated with Merger | $ 705,000 | $ 3,400,000 | |||
Revenues | $ 43,500,000 | ||||
Direct operating expenses | $ 2,900,000 |
Falcon Reverse Merger - Schedul
Falcon Reverse Merger - Schedule of Consideration for Falcon Merger - (Details) - USD ($) | 12 Months Ended | ||
Jun. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 74,939,080 | ||
Falcon Minerals [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 21,935,492 | ||
Common stock, shares outstanding | 21,935,492 | ||
Common stock price | $ 29.12 | ||
Total consideration and fair value | $ 638,761,527 | $ 638,762,000 |
Falcon Reverse Merger - Sched_2
Falcon Reverse Merger - Schedule of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - Falcon Minerals [Member] - USD ($) | 12 Months Ended | |
Jun. 07, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Cash | $ 4,484,000 | $ 4,484,000 |
Accrued revenue and accounts receivable | 12,054,000 | 18,750,000 |
Unproved oil and gas properties | 495,803,000 | 491,231,000 |
Proved oil and gas properties | 200,773,000 | 200,773,000 |
Property and equipment | 278,000 | 278,000 |
Current liabilities | (22,315,000) | (23,421,000) |
Long-term debt | (43,105,000) | (43,105,000) |
Deferred tax liability | (2,598,000) | (3,616,000) |
Warrant liability | (6,612,000) | (6,612,000) |
Total consideration and fair value | $ 638,761,527 | 638,762,000 |
Adjustments | ||
Business Acquisition [Line Items] | ||
Accrued revenue and accounts receivable | 6,696,000 | |
Unproved oil and gas properties | (4,572,000) | |
Current liabilities | (1,106,000) | |
Deferred tax liability | $ (1,018,000) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Payment receives description | The Company typically receives payment for oil, natural gas and NGL sales within 30 to 90 days of the month of delivery after initial production from the well. Such periods can extend longer due to factors outside of our control. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Disaggregated Revenues From Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Total royalty revenues | $ 574,542 | $ 355,430 | $ 118,548 |
Crude Oil Sales [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total royalty revenues | 480,843 | 266,179 | 84,818 |
Natural Gas Sales [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total royalty revenues | 41,034 | 52,380 | 17,143 |
NGL Sales [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total royalty revenues | $ 52,665 | $ 36,871 | $ 16,587 |
Oil and Natural Gas Propertie_2
Oil and Natural Gas Properties - Summary of Oil and Natural Gas Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Oil and natural gas properties: | ||
Unproved properties | $ 2,698,991 | $ 3,244,436 |
Proved properties | 2,377,196 | 1,926,214 |
Oil and natural gas properties, gross | 5,076,187 | 5,170,650 |
Accumulated depletion and impairment | (496,879) | (222,072) |
Oil and natural gas properties, net | $ 4,579,308 | $ 4,948,578 |
Oil and Natural Gas Propertie_3
Oil and Natural Gas Properties (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 22, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Costs Incurred Oil And Gas Property Acquisition Exploration And Development Activities [Line Items] | ||||
Acquired oil and gas properties through the issuance of common stock | $ 70,700,000 | $ 3,300,000,000 | ||
Acquired oil and gas properties | $ 572,166,000 | |||
Proceeds to acquire oil and gas property and equipment | 170,500,000 | 557,600,000 | 38,500,000 | |
Depletion expense | 290,800,000 | 103,900,000 | 40,300,000 | |
Impairment of proved oil and natural gas properties | $ 25,600,000 | $ 0 | $ 0 | |
Payments to acquire mineral and royalty interests in the Appalachian and Anadarko Basins, net of third-party transaction costs | $ 113,300,000 | |||
Carrying value of mineral and royalty interests sold | 257,800,000 | |||
Loss on sale of mineral and royalty interests | $ 144,500,000 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details Textual) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2022 USD ($) NetRoyaltyAcres | Jun. 30, 2021 USD ($) a | Dec. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) a | Aug. 31, 2021 USD ($) a | Jun. 30, 2021 USD ($) a | Dec. 31, 2022 USD ($) a | Dec. 31, 2021 USD ($) | Oct. 31, 2020 | |
Business Acquisition [Line Items] | |||||||||
Transaction costs capitalized | $ 0.8 | ||||||||
Rock Ridge Royalty, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net royalty acres | a | 18,700 | 18,700 | |||||||
Total consideration | $ 258.6 | ||||||||
Transaction costs capitalized | $ 1.1 | ||||||||
Rock Ridge Royalty, LLC [Member] | Unproved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | $ 190.3 | ||||||||
Rock Ridge Royalty, LLC [Member] | Proved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | $ 68.3 | ||||||||
Foundation Minerals, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net royalty acres | a | 19,700 | ||||||||
Total consideration | $ 320.6 | ||||||||
Foundation Minerals, LLC [Member] | Unproved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | 189.3 | ||||||||
Foundation Minerals, LLC [Member] | Proved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | $ 131.3 | ||||||||
Falcon Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net royalty acres | a | 34,000 | ||||||||
Source Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net royalty acres | a | 25,000 | ||||||||
Total consideration | $ 252.9 | ||||||||
Transaction costs capitalized | $ 3.5 | ||||||||
Source Acquisition [Member] | Unproved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | 183.2 | ||||||||
Source Acquisition [Member] | Proved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | $ 69.7 | ||||||||
Momentum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of net royalty acres | NetRoyaltyAcres | 12,200 | ||||||||
Purchase price | $ 213.3 | ||||||||
Transaction costs capitalized | $ 0.7 | ||||||||
Momentum [Member] | Unproved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | 74.2 | ||||||||
Momentum [Member] | Proved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | $ 139.1 | ||||||||
Appalachian and Anadarko Basins Divestiture [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from divestiture of mineral and royalty interests, net of third-party transaction costs | $ 113.3 | ||||||||
Brigham Minerals [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net royalty acres | a | 86,500 | ||||||||
Chambers Minerals, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition percentage | 84% | 84% | 84% | ||||||
Business acquisition net book value from sale of assets | $ 60.6 | $ 60.6 | |||||||
Excess of fair value of properties above net book value | 37.5 | 37.5 | |||||||
Chambers Minerals, LLC [Member] | Unproved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition net book value from sale of assets | 45.3 | 45.3 | |||||||
Chambers Minerals, LLC [Member] | Proved Oil And Gas Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition net book value from sale of assets | $ 15.3 | $ 15.3 | |||||||
Chambers Minerals, LLC [Member] | Kimmeridge [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Royalty interest ownership percentage | 2% |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total long term debt | $ 865,338 | $ 938,896 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 277,000 | 510,000 |
2026 Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 438,750 | |
Less: Unamortized discount and issuance costs | $ (9,854) | |
2028 Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 600,000 | |
Less: Unamortized discount and issuance costs | $ (11,662) |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | ||||||||||
Oct. 03, 2023 | Sep. 22, 2023 | Feb. 03, 2023 | Sep. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2023 | Dec. 29, 2022 | Jul. 08, 2022 | Jun. 24, 2022 | |
Line Of Credit Facility [Line Items] | |||||||||||
Proceeds from notes | $ 425,000,000 | ||||||||||
Loss on extinguishment of debt | $ 11,500,000 | $ (21,566,000) | (11,487,000) | ||||||||
Previously capitalized deferred financing costs, written off | $ 2,396,000 | ||||||||||
RBL Credit Agreement [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount | 750,000,000 | ||||||||||
Credit Agreement [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing base | $ 850,000,000 | $ 750,000,000 | $ 850,000,000 | ||||||||
Elected commitment amount | $ 850,000,000 | 750,000,000 | |||||||||
Maximum aggregate amount of letters of credit to be issued | $ 15,000,000 | ||||||||||
First Credit Agreement [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Permitted additional debt maximum amount waived | $ 400,000,000 | ||||||||||
RBL Fourth Amendment [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing base | $ 300,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Applicable margin | 0.10% | ||||||||||
Maximum [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Applicable margin | 0.25% | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Borrowing base | $ 850,000,000 | 300,000,000 | |||||||||
Outstanding borrowings | $ 277,000,000 | $ 510,000,000 | |||||||||
Weighted average interest rate | 8.21% | 7.62% | |||||||||
Unamortized debt issuance costs | $ 11,200,000 | $ 6,000,000 | |||||||||
Interest expense | $ 2,900,000 | 1,200,000 | 440,000 | ||||||||
Maturity date | Jun. 30, 2027 | ||||||||||
Cash netting capped value | $ 25,000,000 | ||||||||||
Loss on extinguishment of debt | 1,500,000 | ||||||||||
Revolving Credit Facility [Member] | Borrowing Base [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Outstanding borrowings | $ 277,000,000 | 250,000,000 | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Commitment fee percentage | 0.375% | ||||||||||
Current ratio | 1% | ||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Adjusted Base Rate Loans [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Applicable margin | 1.50% | ||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | SOFR Rate Loans and Letter of Credit Fees [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Applicable margin | 2.50% | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Commitment fee percentage | 0.50% | ||||||||||
Current ratio | 1% | ||||||||||
Total net funded debt to consolidated EBITDA | 3.50% | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Adjusted Base Rate Loans [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Applicable margin | 2.50% | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | SOFR Rate Loans and Letter of Credit Fees [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Applicable margin | 3.50% | ||||||||||
RBL Second Amendment [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Outstanding borrowings | $ 450,000,000 | ||||||||||
Aggregate principal amount | $ 50,000,000 | ||||||||||
Brigham Revolving Credit Facility [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Outstanding borrowings | 260,000,000 | ||||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||||
2026 Senior Notes [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Outstanding borrowings | $ 438,750,000 | ||||||||||
Weighted average interest rate | 10.58% | 8.62% | |||||||||
Interest expense | $ 2,200,000 | $ 342,000 | 0 | ||||||||
Aggregate principal amount | 450,000,000 | ||||||||||
Proceeds from notes | 425,000,000 | ||||||||||
Loss on extinguishment of debt | $ 20,100,000 | ||||||||||
Percentage of par | 99% | ||||||||||
2028 Senior Notes [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Outstanding borrowings | 600,000,000 | ||||||||||
Unamortized debt issuance costs | 11,700,000 | ||||||||||
Interest expense | 474,000 | 0 | 0 | ||||||||
Maturity date | Nov. 01, 2028 | ||||||||||
Aggregate principal amount | $ 600,000,000 | ||||||||||
Annual rate | 7.875% | ||||||||||
Retirement Premium Percentage | 3% | ||||||||||
Frequency of periodic payment | semi-annually | ||||||||||
Commencing date | May 01, 2024 | ||||||||||
Redemption, Description | At any time prior to November 1, 2025, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the 2028 Senior Notes (including any additional notes issued under the Indenture) at a redemption price equal to 107.875% of the principal amount of the 2028 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with an amount of cash not greater than the net cash proceeds of certain equity offerings, if at least 65% of the aggregate principal amount of the 2028 Senior Notes originally issued on the Issue Date (as defined in the Indenture) remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. At any time prior to November 1, 2025, the Issuers may, on any one or more occasions, redeem all or a part of the 2028 Senior Notes at a redemption price equal to 100% of the principal amount of the 2028 Senior Notes redeemed, plus the Applicable Premium (as defined in the Indenture) as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date. | ||||||||||
Percentage of aggregate principal redeemable | 35% | ||||||||||
Percentage of aggregate principal redeemable in case of change of control | 101% | ||||||||||
Redemption price | 107.875% | ||||||||||
2028 Senior Notes [Member] | Minimum [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Percentage of aggregate principal redeemable | 25% | ||||||||||
Bridge Loan Facility [Member] | 364-Day Bridge Loan Agreement [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Interest expense | $ 0 | $ 3,400,000 | $ 0 | ||||||||
Aggregate principal amount | $ 425,000,000 |
Debt - Summary of Redemption Pe
Debt - Summary of Redemption Percentage of Principal Amount (Details) - 2028 Senior Notes [Member] | Oct. 03, 2023 |
Debt Instrument, Redemption [Line Items] | |
Percentage of aggregate principal redeemable | 35% |
2025 | |
Debt Instrument, Redemption [Line Items] | |
Percentage of aggregate principal redeemable | 103.938% |
2026 | |
Debt Instrument, Redemption [Line Items] | |
Percentage of aggregate principal redeemable | 101.969% |
2027 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Percentage of aggregate principal redeemable | 100% |
Equity - (Details Textual)
Equity - (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 29, 2022 | Sep. 30, 2022 | |
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 74,939,080 | ||||||||
Treasury shares par value | $ 25.92 | ||||||||
Dividends amount per share | $ 0.71 | $ 0.49 | $ 0.4 | $ 0.5 | $ 0.71 | $ 0.6 | $ 0.72 | ||
Dividends paid | $ 40,396,000 | $ 32,705,000 | $ 40,743,000 | $ 9,017,000 | $ 161,951,000 | $ 18,165,000 | |||
Consideration received | 0 | ||||||||
Partners' capital | $ 0 | $ 0 | |||||||
Brigham Merger [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 71,290,265 | ||||||||
Treasury shares par value | $ 30.15 | ||||||||
DPM HoldCo [Member] | Outside Owners [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Distributions | $ 13,300,000 | ||||||||
DPM HoldCo [Member] | Affiliate Kimmeridge Fund [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Distributions | $ 1,900,000 | ||||||||
Subsidiaries [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Additional partnership units may be issued | 2,500,000 | ||||||||
Warrants [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Business combination, description | Contributors of Falcon’s initial assets in 2018 will be entitled to receive earn-out consideration to be paid in the form of Sitio OpCo Partnership Units (with a corresponding number of shares of Class C Common Stock) if the volume-weighted average price of the trading days during any thirty (30) calendar days (the “30-Day VWAP”) of the Class A Common Stock equals or exceeds certain hurdles set forth in the Contribution Agreement. If the 30-Day VWAP of the Class A Common Stock is $50.00 or more per share (on a split-adjusted basis) at any time within the seven years following the 2018 closing, the contributors will receive (a) an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock), plus (b) an amount of Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock) equal to (i) the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $2.00), multiplied by 2.5 million, (ii) divided by $50.00. If the 30-Day VWAP of the Class A Common Stock is $60.00 or more per share (on a split-adjusted basis) at any time within the seven years following the closing (which $60.00 threshold will be reduced by the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the earn-out is achieved, but not below $50.00), the contributors will receive an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock). Upon recognition of the earn-out, as there is no consideration received, the Company would record the payment of the earn-out as adjustments through equity (noncontrolling interest and additional-paid-in-capital). | ||||||||
Class A Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 82,451,397 | 80,171,951 | |||||||
Voting rights description | Holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s Board. | ||||||||
Redemption of shares | 2,090,278 | ||||||||
Shares held in treasury | 0 | 633,005 | |||||||
Shares held in treasury canceled | 633,005 | 633,005 | |||||||
Class C Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 74,939,080 | 74,347,005 | |||||||
Shares held in treasury | 26,137 | 0 | |||||||
Common shares transferred to treasury | 26,137 |
Equity - Summary of Quarterly D
Equity - Summary of Quarterly Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||||||||
Total Quarterly Dividend per Class A Common Share | $ 0.49 | $ 0.4 | $ 0.5 | $ 0.6 | $ 0.72 | $ 0.71 | $ 0.6 | |
Class A Cash Dividends Paid | $ 40,396 | $ 32,705 | $ 40,743 | $ 9,017 | $ 161,951 | $ 18,165 | ||
Class A Cash Dividends Paid | $ 48,107 | $ 9,148 | ||||||
Payment Date | Nov. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Mar. 31, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | ||
Stockholder Record Date | Nov. 21, 2023 | Aug. 18, 2023 | May 19, 2023 | Mar. 17, 2023 | Nov. 21, 2022 | Aug. 18, 2022 |
Equity - Schedule of basic and
Equity - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||||
Net income (loss) attributable to Class A stockholders | $ (101) | $ 15,751 | $ (15,536) | $ 15,701 |
Less: Earnings allocated to participating securities | (1,049) | (579) | ||
Net income (loss) attributable to Class A stockholders - basic | (16,585) | 15,122 | ||
Plus: net income attributable to temporary equity | 90,377 | |||
Plus: net income (loss) attributable to noncontrolling interest | (31,159) | (51) | ||
Net income (loss) attributable to Class A stockholders - diluted | $ (47,744) | $ 105,448 | ||
Denominator: | ||||
Weighted average shares outstanding - basic | 81,269 | 13,723 | ||
Weighted average shares outstanding - diluted | 81,269 | 13,723 | ||
Net income (loss) per common share - basic | $ (0.2) | $ 1.1 | ||
Net income (loss) per common share - diluted | $ (0.2) | $ 1.1 |
Equity - Schedule of Computatio
Equity - Schedule of Computation of diluted earnings per share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Total diluted earnings | 79,016 | 76,760 |
Unvested Share-based Compensation Awards [Member] | ||
Class Of Stock [Line Items] | ||
Total diluted earnings | 879 | 302 |
Shares of Class C Common Stock if converted [Member] | ||
Class Of Stock [Line Items] | ||
Total diluted earnings | 74,731 | 71,146 |
Warrants [Member] | ||
Class Of Stock [Line Items] | ||
Total diluted earnings | 3,406 | 5,312 |
Noncontrolling Interest and T_3
Noncontrolling Interest and Temporary Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Redemption value of temporary equity to carrying value of noncontrolling interest | $ 2,000,000,000 | |||
Net loss attributable to noncontrolling interest | $ 31,159,000 | $ 51,000 | ||
Carrying value of noncontrolling interest | $ 2,164,228,000 | $ 1,987,526,000 | $ 2,164,228,000 | |
Sitio OpCo [Member] | ||||
Temporary Equity [Line Items] | ||||
Ownership percentage by related parties | 47.60% | |||
Brigham Merger [Member] | ||||
Temporary Equity [Line Items] | ||||
Increase in carrying value of noncontrolling interest | 119,300,000 | |||
Net loss attributable to noncontrolling interest | $ 51,000 |
Noncontrolling Interest and T_4
Noncontrolling Interest and Temporary Equity - Summary of Recorded Adjustments to Temporary Equity (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 29, 2022 | Dec. 28, 2022 | Dec. 28, 2022 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Net income attributable to temporary equity | $ 90,377 | |||
Adjustment of temporary equity to redemption amount | $ (706,939) | $ (706,940) | ||
Reclassification to noncontrolling interest | $ 2,000,000 | |||
Desert Peak [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning Balance | $ 1,395,799 | |||
Share-based compensation | 1,283 | |||
Conversion of Class C Common Stock to Class A Common Stock | (34,038) | |||
Net income attributable to temporary equity | 90,377 | |||
Distributions to holders of temporary equity | (115,375) | |||
Adjustment of temporary equity to redemption amount | 706,940 | |||
Reclassification to noncontrolling interest | $ (2,044,986) |
Noncontrolling Interest and T_5
Noncontrolling Interest and Temporary Equity - Summary of Recorded Adjustments to Temporary Equity - (Parenthetical) (Details) - Desert Peak [Member] - $ / shares | Dec. 28, 2022 | Jun. 07, 2022 |
Class C Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity, Shares outstanding | 71,752,285 | |
Class A Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity, Shares outstanding | 70,390,316 | |
Temporary equity, Value per share | $ 29.05 |
Noncontrolling Interest and T_6
Noncontrolling Interest and Temporary Equity - Summary of Recorded Adjustments to Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||
Balance | $ 2,164,228 | |
Net income | (31,159) | $ (51) |
Share-based compensation | 2,252 | |
Conversion of Class C Common Stock to Class A Common Stock | (59,566) | |
Distributions to noncontrolling interest | (158,968) | |
Issuance of Class C Common Stock in connection with acquisition | 70,739 | |
Balance | $ 1,987,526 | $ 2,164,228 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |||
Dec. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | $ 18,867,000 | $ 9,250,000 | |||
Dividend equivalent rights paid | $ 579,000 | 1,048,000 | 579,000 | $ 0 | |
Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | 6,606,000 | 4,463,000 | |||
Unamortized equity-based compensation expense | $ 9,300,000 | ||||
Weighted average period expected to be recognized | 2 years 2 months 12 days | ||||
Deferred Share Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | $ 2,014,000 | 1,277,000 | |||
Equity based awards description | DSUs generally vest in equal quarterly installments over the one-year period beginning on the grant date. Vested DSUs must be held for the duration of service and are settled in shares of Class A Common Stock when a recipient’s service relationship is terminated for any reason. | ||||
Unamortized equity-based compensation expense | $ 890,000 | ||||
Weighted average period expected to be recognized | 4 months 24 days | ||||
Performance Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | $ 7,646,000 | $ 2,223,000 | |||
Equity based awards description | The PSUs are eligible to be earned based on achievement of certain pre-established goals for annualized absolute Total Shareholder Return (“TSR”) over a three-year performance period. | ||||
Unamortized equity-based compensation expense | $ 15,700,000 | ||||
Weighted average period expected to be recognized | 1 year 10 months 24 days | ||||
Dividend yield | 0% | 0% | |||
Sitio OpCo Restricted Stock Awards [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | $ 2,252,000 | $ 1,284,000 | |||
Equity based awards description | In connection with the Falcon Merger, legacy Desert Peak owners (the “Falcon Merger Sponsors”), desired to assign, transfer and convey their rights to receive a portion of their Falcon Merger Consideration to our executive officers as an incentive to continue to serve as executive officers following the Falcon Merger. The Falcon Merger Consideration consists of Sitio Royalties OpCo Partnership Units and an equal number of shares of Class C Common Stock. The conveyance of Falcon Merger Consideration, which consists of Class C Common Stock, is deemed to be a grant of restricted stock awards (each, an “RSA”) to our executive officers. Each Sitio OpCo RSA is expected to vest in equal installments on the first four anniversaries of June 6, 2022. The Company estimated the fair value of the RSAs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. | ||||
Unamortized equity-based compensation expense | $ 5,500,000 | ||||
Weighted average period expected to be recognized | 2 years 4 months 24 days | ||||
Restricted Stock Units Converted to Brigham Merger [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | $ 246,000 | 2,000 | |||
Conversion rate | 1.133 | ||||
Unamortized equity-based compensation expense | $ 300,000 | ||||
Weighted average period expected to be recognized | 1 year 2 months 12 days | ||||
Performance stock Units Converted To Brigham Merger [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Expense | $ 103,000 | $ 1,000 | |||
Conversion rate | 1.133 | ||||
Deemed Performance Targets Percentage On Date Of Merger | 200% | ||||
Unamortized equity-based compensation expense | $ 126,000 | ||||
Weighted average period expected to be recognized | 1 year 2 months 12 days | ||||
Class A Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate common stock available for issuance | 8,384,083 | ||||
Available for future grant | 6,745,940 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | $ 18,867 | $ 9,250 |
Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | 6,606 | 4,463 |
Performance Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | 7,646 | 2,223 |
Deferred Share Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | 2,014 | 1,277 |
Sitio OpCo Restricted Stock Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | 2,252 | 1,284 |
Restricted Stock Units Converted to Brigham Merger [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | 246 | 2 |
Performance Stock Units Converted to Brigham Merger [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Expense | $ 103 | $ 1 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of activity in unvested RSUs, DSUs, PSUs and unvested RSAs (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested at January 1, 2023 | shares | 446,128 |
Granted | shares | 324,636 |
Forfeited | shares | (13,000) |
Vested | shares | (289,652) |
Unvested at December 31, 2023 | shares | 468,112 |
Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 29.11 |
Grant Date Fair Value, Granted | $ / shares | 24.03 |
Grant Date Fair Value, Forfeited | $ / shares | 26.37 |
Grant Date Fair Value, Vested | $ / shares | 28.99 |
Grant Date Fair Value, ending balance | $ / shares | $ 25.65 |
Deferred Share Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested at January 1, 2023 | shares | 41,724 |
Granted | shares | 93,680 |
Vested | shares | (41,724) |
Unvested at December 31, 2023 | shares | 93,680 |
Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 29.12 |
Grant Date Fair Value, Granted | $ / shares | 25.38 |
Grant Date Fair Value, Vested | $ / shares | 29.12 |
Grant Date Fair Value, ending balance | $ / shares | $ 25.38 |
Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested at January 1, 2023 | shares | 308,953 |
Granted | shares | 521,235 |
Unvested at December 31, 2023 | shares | 830,188 |
Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 39.12 |
Grant Date Fair Value, Granted | $ / shares | 25.9 |
Grant Date Fair Value, ending balance | $ / shares | $ 30.82 |
Sitio OpCo Restricted Stock Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested at January 1, 2023 | shares | 309,527 |
Vested | shares | (77,382) |
Unvested at December 31, 2023 | shares | 232,145 |
Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 29.12 |
Grant Date Fair Value, Vested | $ / shares | 29.12 |
Grant Date Fair Value, ending balance | $ / shares | $ 29.12 |
Restricted Stock Units Converted to Brigham Merger [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested at January 1, 2023 | shares | 21,279 |
Forfeited | shares | (3,147) |
Vested | shares | (7,092) |
Unvested at December 31, 2023 | shares | 11,040 |
Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 30.15 |
Grant Date Fair Value, Forfeited | $ / shares | 30.15 |
Grant Date Fair Value, Vested | $ / shares | 30.15 |
Grant Date Fair Value, ending balance | $ / shares | $ 30.15 |
Performance Stock Units Converted to Brigham Merger [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested at January 1, 2023 | shares | 10,786 |
Forfeited | shares | (3,148) |
Unvested at December 31, 2023 | shares | 7,638 |
Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 30.15 |
Grant Date Fair Value, Forfeited | $ / shares | 30.15 |
Grant Date Fair Value, ending balance | $ / shares | $ 30.15 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Performance Targets Associated (Details) - Performance Stock Units [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Base of Range [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Target PSUs Earned | 0% |
Threshold [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Annualized Absolute TSR Goal | 0% |
Percentage of Target PSUs Earned | 50% |
Target [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Annualized Absolute TSR Goal | 10% |
Percentage of Target PSUs Earned | 100% |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Annualized Absolute TSR Goal | 20% |
Percentage of Target PSUs Earned | 200% |
Maximum [Member] | Base of Range [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Annualized Absolute TSR Goal | 0% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of weighted average assumptions to determine fair value (Details) - Performance Shares [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0% | 0% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 52.71% | 67.30% |
Risk-free rate | 4.60% | 4.18% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 43.57% | 67.23% |
Risk-free rate | 3.97% | 2.89% |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 12 Months Ended | |||
Jun. 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 07, 2022 | |
Class Of Stock [Line Items] | ||||
Number of warrants exercisable for one share of common stock | 4 | |||
Gain due to change in fair value of warrants | $ 2,950,000 | $ 3,662,000 | ||
Gain in from expiration of warrants | $ 3,000,000 | |||
Class of warrant or right expiration period | 2023-08 | 2023-08 | ||
Warrants, description | As a result of the Falcon Merger, the Company’s warrants were adjusted such that four whole warrants became exercisable for one share of Class A Common Stock at an exercise price of $44.84 per share of Class A Common Stock. | |||
Fair value of warrants | $ 0 | $ 2,950,000 | ||
Class A Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants, exercise price | $ 44.84 | |||
Number of common stock into which warrant converted | 1 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Oil and Gas Swap Contracts (Details) - Oil and Gas Swap Contracts [Member] | Dec. 31, 2023 MMBTU $ / MMBTU $ / bbl bbl |
Oil (NYMEX WTI) Remaining Term From January 2024 to December 2024 [Member] | |
Derivative [Line Items] | |
Bbl per Day | bbl | 3,300 |
Weighted Average Price | $ / bbl | 82.66 |
Oil (NYMEX WTI) Remaining Term From January 2025 to June 2025 [Member] | |
Derivative [Line Items] | |
Bbl per Day | bbl | 1,100 |
Weighted Average Price | $ / bbl | 74.65 |
Gas (NYMEX Henry Hub) Remaining Term From January 2024 to December 2024 [Member] | |
Derivative [Line Items] | |
MMBtu per Day | MMBTU | 500 |
Weighted Average Price | $ / MMBTU | 3.41 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Oil and Gas Two-way Commodity Collar Contracts (Details) - Oil and Gas Two-way Commodity Collar Contracts [Member] | Dec. 31, 2023 MMBTU $ / MMBTU $ / bbl bbl |
Oil (NYMEX WTI) Remaining Term From January 2025 to June 2025 [Member] | |
Derivative [Line Items] | |
Bbl per Day | bbl | 2,000 |
Weighted Average Floor Price | $ / bbl | 60 |
Weighted Average Ceiling Price | $ / bbl | 93.2 |
Gas (NYMEX Henry Hub) Remaining Term From January 2024 to December 2024 [Member] | |
Derivative [Line Items] | |
MMBtu per Day | MMBTU | 11,400 |
Weighted Average Floor Price | 4 |
Weighted Average Ceiling Price | 7.24 |
Gas (NYMEX Henry Hub) Remaining Term From January 2025 to June 2025 [Member] | |
Derivative [Line Items] | |
MMBtu per Day | MMBTU | 11,600 |
Weighted Average Floor Price | 3.31 |
Weighted Average Ceiling Price | 10.34 |
Derivative Instruments (Details
Derivative Instruments (Details Textual) - Interest Rate Derivatives [Member] | Nov. 30, 2022 USD ($) |
Derivative [Line Items] | |
Derivative, initial notional amount | $ 225,000,000 |
Interest rate swap term expiry date | Dec. 31, 2023 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative assets, current | $ 19,080 | $ 18,874 |
Long-term derivative asset | 3,440 | 13,379 |
Derivatives Not Designated as Hedges [Member] | ||
Derivative [Line Items] | ||
Derivative asset | 22,520 | 32,253 |
Net derivatives | 22,520 | 32,253 |
Derivatives Not Designated as Hedges [Member] | Commodity Contracts [Member] | ||
Derivative [Line Items] | ||
Derivative assets, current | 19,080 | 18,555 |
Long-term derivative asset | $ 3,440 | 13,379 |
Derivatives Not Designated as Hedges [Member] | Interest Rate | ||
Derivative [Line Items] | ||
Derivative assets, current | $ 319 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Gross Fair Values of Recognized Derivative Assets and Liabilities, Amounts Offset Under Master Netting Arrangements With Counterparties and Resulting Net Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commodity Derivative Assets [Member] | ||
Derivative [Line Items] | ||
Gross Fair Value | $ 23,401 | $ 36,813 |
Gross Amounts Offset | (881) | (4,879) |
Net Fair Value | $ 22,520 | $ 31,934 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Assets, Current | Assets, Current |
Interest Rate Derivative Assets [Member] | ||
Derivative [Line Items] | ||
Gross Fair Value | $ 319 | |
Net Fair Value | $ 319 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Assets, Current | Assets, Current |
Commodity Derivative Liabilities [Member] | ||
Derivative [Line Items] | ||
Gross Fair Value | $ (881) | $ (4,879) |
Gross Amounts Offset | $ 881 | $ 4,879 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current |
Derivative Instruments - Summ_3
Derivative Instruments - Summary of Derivative Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Commodity and interest rate derivative gains | $ 462 | $ 110 |
Commodity Contracts [Member] | ||
Derivative [Line Items] | ||
Commodity and interest rate derivative gains | 15,199 | 39,037 |
Interest Rate Contract [Member] | ||
Derivative [Line Items] | ||
Commodity and interest rate derivative gains | $ 462 | $ 110 |
Fair Value Measurement (Details
Fair Value Measurement (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment of proved oil and natural gas properties | $ 25,600,000 | $ 0 | $ 0 |
2028 Senior Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt outstanding | $ 621,500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2022 | Jun. 07, 2022 | Jun. 06, 2022 | |
Income Taxes [Line Items] | ||||||
Net deferred tax liability resulting from merger | $ 259,870,000 | $ 313,607,000 | $ 316,600,000 | $ 3,600,000 | ||
Effective income tax rate (as a percent) | 23% | 3% | 1% | |||
Income tax benefit (expense) | $ 14,284,000 | $ (5,681,000) | $ (486,000) | |||
Federal statutory tax rate | 21% | 21% | 21% | |||
Deferred tax assets | $ 0 | |||||
Deferred tax liabilities | $ 259,870,000 | $ 313,607,000 | $ 0 | |||
Open tax year | 2020 2021 2022 2023 | |||||
Uncertain tax positions | $ 0 | |||||
Brigham Merger [Member] | ||||||
Income Taxes [Line Items] | ||||||
Increase to deferred tax liabilities | 297,097,000 | $ 316,571,000 | ||||
Adjustments for purchase price allocation resulted decrease to deferred tax liabilities | $ 19,500,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense (benefit), Current | $ 25,753,000 | $ 2,343,000 | |
Federal income tax expense (benefit), Deferred | (40,822,000) | 1,631,000 | |
State income tax expense (benefit), Current | 2,909,000 | 1,707,000 | $ 486,000 |
State income tax expense (benefit), Deferred | (2,124,000) | ||
Total income tax (benefit) expense | $ (14,284,000) | $ 5,681,000 | $ 486,000 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Tax Rate on Pre-Tax Income Differs from Federal Statutory Rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ (60,979,000) | $ 189,812,000 | $ 47,981,000 |
Income tax (benefit) expense at Federal statutory rate | (12,806,000) | 39,861,000 | 10,076,000 |
Income attributable to predecessor | (16,536,000) | (10,076,000) | |
Income attributable to noncontrolling interests and temporary equity | 7,346,000 | (19,154,000) | |
Overpayment of 2022 Federal income taxes | (6,956,000) | ||
Return to provision adjustments | (1,694,000) | ||
Warranty liability adjustment | (619,000) | (769,000) | |
Non-deductible transaction costs | 239,000 | 452,000 | |
State taxes, net of federal benefit | (270,000) | 1,707,000 | 486,000 |
Other, net | 476,000 | 120,000 | |
Total income tax (benefit) expense | $ (14,284,000) | $ 5,681,000 | $ 486,000 |
Income Taxes - Summary of Eff_2
Income Taxes - Summary of Effective Tax Rate on Pre-Tax Income Differs from Federal Statutory Rate (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Change in estimate of deductible transaction costs after the completion of a transaction cost | $ 1.7 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 29, 2022 | Jun. 07, 2022 | Jun. 06, 2022 |
Deferred tax liabilities: | |||||
Federal outside basis in Sitio OpCo | $ 247,140,000 | $ 297,795,000 | |||
State outside basis in Sitio OpCo | 12,730,000 | 15,812,000 | |||
Total deferred tax liabilities | 259,870,000 | 313,607,000 | $ 0 | ||
Net deferred tax assets (liabilities) | $ (259,870,000) | $ (313,607,000) | $ (316,600,000) | $ (3,600,000) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 14, 2023 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Chambers Minerals, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Acquisition percentage | 84% | 84% | 84% | ||||
Business acquisition net book value from sale of assets | $ 60,600,000 | $ 60,600,000 | |||||
Excess of fair value of properties above net book value | 37,500,000 | 37,500,000 | |||||
Chambers Minerals, LLC [Member] | Unproved Oil And Gas Property [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business acquisition net book value from sale of assets | 45,300,000 | 45,300,000 | |||||
Chambers Minerals, LLC [Member] | Proved Oil And Gas Property [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business acquisition net book value from sale of assets | $ 15,300,000 | $ 15,300,000 | |||||
Source Energy Permian II, LLC and Sierra Energy Royalties, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued | 2,508,490 | ||||||
Source Energy Permian II, LLC and Sierra Energy Royalties, LLC [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding percentage | 5% | ||||||
Kimmeridge [Member] | Chambers Minerals, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty interest ownership percentage | 2% | ||||||
Kimmeridge Operations, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 0 | $ 0 | $ 142,000 | ||||
Kimmeridge Operations, LLC [Member] | Chambers Minerals, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fees | $ 0 | 3,200,000 | 7,500,000 | ||||
Land and administrative service charges | $ 74,000 | $ 8,800,000 | |||||
Sitio Opco [Member] | Class C Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued | 2,508,490 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||||||
Feb. 28, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||||||
Dividends amount per share | $ 0.49 | $ 0.4 | $ 0.5 | $ 0.6 | $ 0.72 | $ 0.71 | ||
Dividends payable, description | On February 28, 2024, the Company declared a cash dividend of $0.51 per share of Class A Common Stock with respect to the fourth quarter of 2023. The dividend is payable on March 28, 2024 to the stockholders of record at the close of business on March 15, 2024 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase amount | $ 0 | |||||||
Shares repurchased | 0 | |||||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends amount per share | $ 0.51 | |||||||
Class A Common Stock [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase amount | $ 200,000,000 |
Supplemental Oil and Gas Info_3
Supplemental Oil and Gas Information - Schedule of Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Oil and natural gas interests: | ||
Unproved | $ 2,698,991 | $ 3,244,436 |
Proved | 2,377,196 | 1,926,214 |
Total oil and natural gas interests | 5,076,187 | 5,170,650 |
Accumulated depletion and impairment | (496,879) | (222,072) |
Net oil and natural gas interests capitalized | $ 4,579,308 | $ 4,948,578 |
Supplemental Oil and Gas Info_4
Supplemental Oil and Gas Information - Summary of Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Costs Incurred Oil And Gas Property Acquisition Exploration And Development Activities [Line Items] | ||
Unproved properties | $ 76,863 | $ 283,341 |
Proved properties | 93,682 | 274,228 |
Total | $ 170,545 | $ 557,569 |
Supplemental Oil and Gas Info_5
Supplemental Oil and Gas Information - Summary of Revenues and Expenses Related to Production and Sale of Oil and Natural Gas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Results of Operations for Oil and Gas Producing Activities, by Geographic Area [Line Items] | |||
Oil, natural gas and natural gas liquids revenues | $ 574,542 | $ 355,430 | $ 118,548 |
Severance and ad valorem taxes | (46,939) | (25,572) | (6,934) |
Depletion | (290,809) | (103,898) | (40,318) |
Impairment of oil and natural gas properties | (25,617) | ||
Income tax expense | (46,459) | (5,681) | (486) |
Results of operations from oil, natural gas and natural gas liquids | $ 164,718 | $ 220,279 | $ 70,810 |
Supplemental Oil and Gas Info_6
Supplemental Oil and Gas Information - Summary of Net Ownership Interest in Estimated Quantities of Proved Developed and Undeveloped Oil and Natural Gas Quantities and Changes (Details) MMcfe in Thousands, MMcf in Thousands, MMBoe in Thousands, MBoe in Thousands, MBbls in Thousands | 12 Months Ended | ||||||||||||||
Dec. 31, 2023 MBbls | Dec. 31, 2023 MMcf | Dec. 31, 2023 MBoe | Dec. 31, 2023 MMBoe | Dec. 31, 2023 MMcfe | Dec. 31, 2022 MBbls | Dec. 31, 2022 MMcf | Dec. 31, 2022 MBoe | Dec. 31, 2022 MMBoe | Dec. 31, 2022 MMcfe | Dec. 31, 2021 MBbls | Dec. 31, 2021 MMcf | Dec. 31, 2021 MBoe | Dec. 31, 2021 MMBoe | Dec. 31, 2021 MMcfe | |
Proved Developed and Undeveloped Reserves [Roll Forward] | |||||||||||||||
Beginning Balance | 79,989 | 24,592 | 11,800 | ||||||||||||
Ending Balance | 85,293 | 79,989 | 24,592 | ||||||||||||
Beginning Balance | MBoe | 79,989 | 24,592 | 11,800 | ||||||||||||
Revisions (Energy) | 352 | 352 | 1,349 | 1,349 | 1,674 | 1,674 | |||||||||
Extensions | MBoe | 17,431 | 5,938 | 1,158 | ||||||||||||
Acquisition of reserves | MBoe | 5,803 | 53,660 | 12,511 | ||||||||||||
Divestiture of reserves | MBoe | (5,340) | ||||||||||||||
Production | MBoe | (12,942) | (5,550) | (2,551) | ||||||||||||
Ending Balance | MBoe | 85,293 | 79,989 | 24,592 | ||||||||||||
Oil [Member] | |||||||||||||||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||||||||||||||
Beginning Balance | 35,057 | 11,844 | 5,075 | ||||||||||||
Revisions | (994) | (231) | 180 | ||||||||||||
Extensions | 9,257 | 3,280 | 610 | ||||||||||||
Acquisition of reserves | 2,682 | 23,025 | 7,240 | ||||||||||||
Divestiture of reserves | (826) | ||||||||||||||
Production | (6,344) | (2,861) | (1,261) | ||||||||||||
Ending Balance | 38,832 | 35,057 | 11,844 | ||||||||||||
Acquisition of reserves | MBoe | 2,682 | 23,025 | 7,240 | ||||||||||||
Natural Gas [Member] | |||||||||||||||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||||||||||||||
Beginning Balance | MMcf | 159,442 | 46,343 | 23,402 | ||||||||||||
Revisions | MMcf | (289) | 2,926 | 6,531 | ||||||||||||
Extensions | MMcf | 26,710 | 8,986 | 1,991 | ||||||||||||
Acquisition of reserves | MMcf | 9,572 | 110,718 | 19,165 | ||||||||||||
Divestiture of reserves | MMcf | (22,029) | ||||||||||||||
Production | MMcf | (23,136) | (9,531) | (4,746) | ||||||||||||
Ending Balance | MMcf | 150,270 | 159,442 | 46,343 | ||||||||||||
Acquisition of reserves | MMcfe | 9,572 | 110,718 | 19,165 | ||||||||||||
Natural Gas Liquids [Member] | |||||||||||||||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||||||||||||||
Beginning Balance | 18,359 | 5,023 | 2,825 | ||||||||||||
Revisions | 1,394 | 1,093 | 405 | ||||||||||||
Extensions | 3,723 | 1,160 | 216 | ||||||||||||
Acquisition of reserves | 1,525 | 12,183 | 2,076 | ||||||||||||
Divestiture of reserves | (843) | ||||||||||||||
Production | (2,742) | (1,100) | (499) | ||||||||||||
Ending Balance | 21,416 | 18,359 | 5,023 | ||||||||||||
Acquisition of reserves | MBoe | 1,525 | 12,183 | 2,076 |
Supplemental Oil and Gas Info_7
Supplemental Oil and Gas Information (Unaudited) - Summary of Net Ownership Interest in Estimated Quantities of Proved Developed and Undeveloped Oil and Natural Gas Quantities (Details) MMcf in Thousands, MBbls in Thousands | Dec. 31, 2023 MBbls MMcf | Dec. 31, 2022 MMcf MBbls | Dec. 31, 2021 MMcf MBbls | Dec. 31, 2020 MMcf MBbls |
Reserve Quantities [Line Items] | ||||
Proved Developed Reserves (Volume) | 69,899 | 64,824 | 20,494 | 9,334 |
Proved Undeveloped Reserve (Volume) | 15,394 | 15,165 | 4,098 | 2,466 |
Balance | 85,293 | 79,989 | 24,592 | 11,800 |
Oil [Member] | ||||
Reserve Quantities [Line Items] | ||||
Proved Developed Reserves (Volume) | 30,537 | 27,407 | 9,285 | 3,731 |
Proved Undeveloped Reserve (Volume) | 8,295 | 7,650 | 2,559 | 1,344 |
Balance | 38,832 | 35,057 | 11,844 | 5,075 |
Natural Gas [Member] | ||||
Reserve Quantities [Line Items] | ||||
Proved Developed Reserves (Volume) | MMcf | 127,170 | 133,489 | 40,747 | 19,505 |
Proved Undeveloped Reserve (Volume) | MMcf | 23,100 | 25,953 | 5,596 | 3,897 |
Balance | MMcf | 150,270 | 159,442 | 46,343 | 23,402 |
Natural Gas Liquids [Member] | ||||
Reserve Quantities [Line Items] | ||||
Proved Developed Reserves (Volume) | 18,167 | 15,169 | 4,417 | 2,352 |
Proved Undeveloped Reserve (Volume) | 3,249 | 3,190 | 606 | 473 |
Balance | 21,416 | 18,359 | 5,023 | 2,825 |
Supplemental Oil and Gas Info_8
Supplemental Oil and Gas Information (Unaudited) (Details Textual) MMcfe in Thousands, MMcf in Thousands, MMBoe in Thousands, MBoe in Thousands, MBbls in Thousands | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2023 MBoe MMcfe MBbls | Dec. 31, 2023 MBoe MMcfe MMcf | Dec. 31, 2023 MBoe MMcfe | Dec. 31, 2023 MBoe MMBoe MMcfe | Dec. 31, 2023 MMcfe MBoe | Dec. 31, 2023 MBoe MMcfe $ / bbl | Dec. 31, 2023 MBoe MMcfe $ / MMcf | Dec. 31, 2022 Boe MMcfe MBoe MBbls | Dec. 31, 2022 Boe MMcfe MBoe MMcf | Dec. 31, 2022 Boe MBoe MMcfe | Dec. 31, 2022 Boe MMBoe MMcfe MBoe | Dec. 31, 2022 Boe MMcfe MBoe | Dec. 31, 2022 Boe MMcfe MBoe $ / bbl | Dec. 31, 2022 Boe MMcfe MBoe $ / MMcf | Dec. 31, 2021 MBoe MMcfe MBbls | Dec. 31, 2021 MBoe MMcfe MMcf | Dec. 31, 2021 MBoe MMcfe | Dec. 31, 2021 MBoe MMBoe MMcfe | Dec. 31, 2021 MBoe MMcfe | Dec. 31, 2021 MBoe MMcfe $ / bbl | Dec. 31, 2021 MBoe MMcfe $ / MMcf | |
Reserve Quantities [Line Items] | |||||||||||||||||||||
Revisions (Energy) | 352 | 352 | 1,349 | 1,349 | 1,674 | 1,674 | |||||||||||||||
Recovery (Energy) | MMBoe | 831 | 1,184 | |||||||||||||||||||
Revisions due to increases in pricing | MMBoe | 377 | 490 | |||||||||||||||||||
Acquisition of reserves | 5,803 | 53,660 | 12,511 | ||||||||||||||||||
Oil [Member] | |||||||||||||||||||||
Reserve Quantities [Line Items] | |||||||||||||||||||||
Revisions | MBbls | (994) | (231) | 180 | ||||||||||||||||||
Extensions | MBbls | 9,257 | 3,280 | 610 | ||||||||||||||||||
Conversions production resources | MBbls | 1,991 | 814 | 289 | ||||||||||||||||||
Proved undeveloped reserves | 7,266 | 7,266 | 7,266 | 7,266 | 7,266 | 7,266 | 7,266 | 2,466 | 2,466 | 2,466 | 2,466 | 2,466 | 2,466 | 2,466 | 321 | 321 | 321 | 321 | 321 | 321 | 321 |
Acquisition of reserves | 2,682 | 23,025 | 7,240 | ||||||||||||||||||
Divested of reserves | 826 | ||||||||||||||||||||
Reserves | Boe | 0.46 | 0.46 | 0.46 | 0.46 | 0.46 | 0.46 | 0.46 | ||||||||||||||
Percentage of crude oil pricing | $ / bbl | 77.2 | 93.05 | 64.33 | ||||||||||||||||||
Natural Gas [Member] | |||||||||||||||||||||
Reserve Quantities [Line Items] | |||||||||||||||||||||
Revisions | MMcf | (289) | 2,926 | 6,531 | ||||||||||||||||||
Extensions | MMcf | 26,710 | 8,986 | 1,991 | ||||||||||||||||||
Conversions production resources | MMcf | 6,560 | 1,748 | 883 | ||||||||||||||||||
Proved undeveloped reserves | MMcfe | 20,150 | 20,150 | 20,150 | 20,150 | 20,150 | 20,150 | 20,150 | 7,238 | 7,238 | 7,238 | 7,238 | 7,238 | 7,238 | 7,238 | 1,108 | 1,108 | 1,108 | 1,108 | 1,108 | 1,108 | 1,108 |
Acquisition of reserves | MMcfe | 9,572 | 110,718 | 19,165 | ||||||||||||||||||
Divested of reserves | MMcfe | 22,029 | ||||||||||||||||||||
Reserves | Boe | 0.29 | 0.29 | 0.29 | 0.29 | 0.29 | 0.29 | 0.29 | ||||||||||||||
Percentage of crude oil pricing | $ / MMcf | 1.75 | 5.7 | 3.35 | ||||||||||||||||||
Natural Gas Liquids [Member] | |||||||||||||||||||||
Reserve Quantities [Line Items] | |||||||||||||||||||||
Revisions | MBbls | 1,394 | 1,093 | 405 | ||||||||||||||||||
Extensions | MBbls | 3,723 | 1,160 | 216 | ||||||||||||||||||
Conversions production resources | MBbls | 922 | 224 | 96 | ||||||||||||||||||
Proved undeveloped reserves | 2,801 | 2,801 | 2,801 | 2,801 | 2,801 | 2,801 | 2,801 | 936 | 936 | 936 | 936 | 936 | 936 | 936 | 120 | 120 | 120 | 120 | 120 | 120 | 120 |
Acquisition of reserves | 1,525 | 12,183 | 2,076 | ||||||||||||||||||
Divested of reserves | 843 | ||||||||||||||||||||
Reserves | Boe | 0.25 | 0.25 | 0.25 | 0.25 | 0.25 | 0.25 | 0.25 | ||||||||||||||
Percentage of crude oil pricing | $ / bbl | 20.22 | 34.97 | 30.14 | ||||||||||||||||||
Natural Gas Liquids [Member] | West Texas Intermediate [Member] | |||||||||||||||||||||
Reserve Quantities [Line Items] | |||||||||||||||||||||
Percentage of crude oil pricing | $ / bbl | 26 | 37 | 45 |
Supplemental Oil and Gas Info_9
Supplemental Oil and Gas Information (Unaudited) - Schedule of Values of Proved Reserves Derived Based on Prices (Details) | 12 Months Ended | ||
Dec. 31, 2023 $ / bbl $ / MMcf | Dec. 31, 2022 $ / MMcf $ / bbl | Dec. 31, 2021 $ / bbl $ / MMcf | |
Oil [Member] | |||
Reserve Quantities [Line Items] | |||
Oil and Gas, Average Sale Price | 77.2 | 93.05 | 64.33 |
Natural Gas [Member] | |||
Reserve Quantities [Line Items] | |||
Oil and Gas, Average Sale Price | $ / MMcf | 1.75 | 5.7 | 3.35 |
Natural Gas Liquids [Member] | |||
Reserve Quantities [Line Items] | |||
Oil and Gas, Average Sale Price | 20.22 | 34.97 | 30.14 |
Supplemental Oil and Gas Inf_10
Supplemental Oil and Gas Information (Unaudited) - Summary of Future Net Cash Flows Related to Proved Oil and Gas Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Extractive Industries [Abstract] | ||||
Future oil and natural gas sales | $ 3,694,666 | $ 4,812,767 | $ 1,068,652 | |
Future production costs | (293,754) | (404,982) | (90,137) | |
Future income tax expense | (233,754) | (438,049) | (5,302) | |
Future net cash flows | 3,167,158 | 3,969,736 | 973,213 | |
10% annual discount | (1,408,828) | (1,792,681) | (437,910) | |
Standardized measure of discounted future net cash flows | $ 1,758,330 | $ 2,177,055 | $ 535,303 | $ 123,559 |
Supplemental Oil and Gas Inf_11
Supplemental Oil and Gas Information (Unaudited) - Summary of Future Net Cash Flows Related to Proved Oil and Gas Reserves (Parenthetical) (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Discount Rate [Member] | |||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||
Alternative investment, measurement input | 0.10 | 0.10 | 0.10 |
Supplemental Oil and Gas Inf_12
Supplemental Oil and Gas Information (Unaudited) - Schedule of Principal Sources of Change in Standardized Measure of Discounted Future Net Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Standardized measure of discounted future net cash flows at the beginning of the period | $ 2,177,055 | $ 535,303 | $ 123,559 |
Net change in prices and production costs | (772,593) | 250,889 | 119,993 |
Sales, net of production costs | (527,603) | (329,858) | (111,691) |
Extensions and discoveries | 505,597 | 234,973 | 29,853 |
Acquisitions of reserves | 126,066 | 1,645,909 | 326,192 |
Divestiture of reserves | (116,884) | ||
Revisions of previous quantity estimates | 7,589 | 40,803 | 43,843 |
Net change in income taxes | 110,549 | (244,815) | (2,205) |
Accretion of discount | 242,477 | 53,820 | 12,426 |
Changes in timing and other | 6,077 | (9,969) | (6,667) |
Standardized measure of discounted future net cash flows at the end of the period | $ 1,758,330 | $ 2,177,055 | $ 535,303 |