Diversified Energy Company (DEC)
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17th Annual Southwest IDEAS Conference

Nov 19, 2025

Moderator

Thank you, guys, for joining us for the Southwest Ideas Conference. Our next presentation comes from one of our investor relations clients, an independent energy producer focused on acquiring and optimizing long-life, low-decline assets across the U.S. They're traded on the New York Stock Exchange under the ticker DEC. The company has built a long track record of stable production, strong cash flow generation, and disciplined capital allocation. Presenting for the company is Doug Kris, Senior Vice President of Investor Relations. Doug.

Doug Kris
SVP of Investor Relations, DEC

Great. Thanks, Phil, and thanks for hosting us again here. I'm glad to be with everyone. Apologies for being a couple of minutes late. Obviously, we were meeting with investors in a lot of excitement, so I'm happy for that as well and happy to see everyone in the room. As Phil mentioned, we are an energy-producing company. That's what we do on a day-in, day-out basis. As you can see, it's a solutions-based business that responsibly produces energy. We'll dive a little bit more into that, as well as the other attributes of our business. Here is your traditional FD statement. Read at your leisure. I think this slide, there's a lot of words on it, so I'll try and dive down to kind of the elements of it that make it important.

At the end of the day, what we do at Diversified is we acquire mature producing, cash flow generating energy assets. We utilize a framework to buy those assets in a PV 15-20% range. We finance those assets and those purchases with a lower cost of capital than most in the upstream business. We utilize the ABS structure to fund our capital base predominantly. We are buying things that tend to be 15-20%, utilizing sub-10% cost of capital to finance those assets, and then managing those assets, utilizing scale, vertical integration, and leveraging technology to improve those returns over time. When we value those assets, we are valuing at the seller's cost structure, not our cost structure.

We're able to create on those acquisitions synergies and margin enhancement from bringing them onto a larger portfolio that has 2,000 employees under its workforce that operates in 11 different states. That's the essence of what we do at the end of the day. As I mentioned, we're focusing on cash-generating assets, what is known in the industry as PDP assets. These are mature producing wells predominantly in various basins across the country that are usually in that five- to seven-year window. Sometimes there's a little bit longer tail. Sometimes there's some newer wells that are involved in that asset package. That's what we're doing. We're utilizing, again, scale, vertical integration, beneficial financing solutions. We've done 30 acquisitions in the PDP space over the last seven years. We've generated a playbook on how to integrate and go about acquiring those assets.

As an example, earlier this year in January, we announced the closing of an acquisition called Maverick Natural Resources. We closed it in March. By June, we had fully integrated all of the operations. By August of that year, everything was fully integrated on the corporate side. Within six months or less, we fully integrated and were on the way to capturing synergies in those assets. This PDP subsector is relatively nuanced, but we like to say we're the champion of that subsector. When you think about the upstream space, you've got the traditional development companies, you've got royalty companies. In the royalty space, something like or the mineral space, something like a Viper is your go-to. You've got kind of the Non-Op pstream space, companies like Northern Oil and Gas, which is kind of the bigger operator in that space.

We're in this subsector of the PDP space. We're the only publicly, right now, the only publicly traded company. It's a private equity model that provides private equity type returns in the public space. We've got a lot of advantages to those private equity companies because we've got lower cost of capital, we've got scale and vertical integration, and really are focused on these assets, not focusing on them as a return. Here's a little bit of the footprint of where we operate. On the left-hand side, you could see the two main operating basins that we talk about, the Appalachian Basin and the Central Region, which is predominantly Oklahoma, the Texas area of the Cotton Valley and Haynesville. We own some Barnett assets literally right around the corner from here, not too far from here, as well as some Permian assets.

Again, as I mentioned, we grow through acquisition. From the metrics perspective, 35% of that production is in Appalachia. The balance is in that Central Region. We've got roughly about a valuation of about $6 billion of value in terms of the reserve base and about 6 billion cu ft of reserves as well. That production mix is roughly about 72% natural gas, and the balance is split between oils and NGLs. One of the other things that we do within our footprint is we've built a full-on asset retirement company, so oil field service company focused predominantly on retiring mature producing assets. We've branded that as Next Level in our portfolio. We've got roughly about 45% on any given day of the asset retirement capability in the Appalachian Basin, for example.

We're growing that as we continue to kind of move forward with that business. Here's a little bit about our capital allocation framework, what we think about, and how we think about the cash flow and the different buckets or pillars that we utilize the cash flow that we generate from these assets. Obviously, you can see a lot of numbers on here. I mean, I would highlight this year we've made almost $61 million of, and these are all through the third quarter, of share repurchases. Our market cap is roughly about, depending on day, $1.1-$1.2 billion. We've done roughly about 6% of our shares outstanding have been repurchased year to date. We also pay a fixed dividend, depending on the day, anywhere from 7-8% yield. It is fixed. It's not based on any sort of commodity price or floating rate.

It is a fixed dividend that we've modeled out for the foreseeable future, roughly about $90 million. When you look at our free cash flow that we've guided to, which is $440 million for 2025, it's roughly about 20% of our cash flow is going to pay the dividend. A nice reasonable rate and a way to get returns. One of the other things that we do from a capital allocation perspective is we, as you mentioned, the low cost of capital, our debt is predominantly in asset-backed securities, which are fully amortizing. They pay down over anywhere from 8-10 year life. We are paying down debt as part of our construct. As we pay down debt, you're creating more equity value ultimately in the business. Here's again some third quarter numbers.

I think when I look at this slide, I think what I tend to focus on is on the kind of the right side and really the growth that we've had. These are one-year growth numbers. Again, a lot of that growth comes from acquisition. If I were to cite five-year numbers on this, they would even be multiples higher. We have grown to a very significant base. When you look at our production as a metric, we're over a B of production. We're generating on an annualized basis over $1 billion of EBITDA. These are numbers that for a small-cap company are very important. We're kind of at that tipping point now that we've grown over the last seven years and more recently kind of torqued some of those acquisitions. This is a very good growth profile.

We continue to see a large opportunity set to grow the business and to do it in an accretive manner. As I've mentioned, we've done 30 acquisitions over the past seven years. They've all been accretive on a per-share basis. We are going to continue to do that. We've seen some numbers cited. There's a lot of the M&A that's been going on recently gives us a high degree of confidence of more assets coming to sale. We've seen numbers in the range of $70 billion-$90 billion, I'm sorry, of assets coming to market over the next year or two, mostly from the generation of things that need to be hived off because of acquisitions. As I mentioned, cash flow is king when it comes down to our business. It's one of the things that we focus on on a day-in, day-out basis.

How we also generate some of those cash flows is not from the traditional upstream just producing the natural gas or oil perspective. There is obviously a fair amount of revenues that are generated from that. When we make these acquisitions, none of them are cookie cutter, and most of them come with undeveloped acreage as part of that package. We are not a development company. That is not what we focus on. We focus on optimizing and managing these mature producing assets from production all the way through to end of life, and again, utilizing that vertical integration and scale. We are able to optimize, and think about us as an asset manager, optimize that portfolio of undeveloped land. Over the past number of years, we have been able to do that on a ridable basis.

This year alone, we've, through the third quarter, sold roughly about $145 million of undeveloped acreage. We continue to see a long runway with things that we've not only bought in the past, but also from acquisitions potentially that we're working on or in the future. That's another lever outside of the traditional oil and gas revenue generation that allows us to bring more cash flow into the business. It's a constant optimization basis. One of the other things that we've done with this undeveloped acreage is we've partnered with a highly sought-after, highly competent company called Mewbourne Oil. It's a private company in Oklahoma specifically. We have a JV partnership with them where we've contributed the assets. We've got roughly plus or minus 30% working interest in those assets. We get the cash flow generation production from those assets.

They've got the expertise on the drilling side. We've contributed that undeveloped acreage to add to that portfolio optimization and cash flow generation at the end of the day. In terms of financing, as I mentioned, we've utilized the ABS market to a high degree and the majority of our most recent acquisitions. Carlyle had been an investor in a number of those ABSs. We've done 10 of them so far. Some of them we've refinanced along the way. Carlyle basically came to us and wanted to say to us that we like what you're doing. We like your business model. We think there's a long runway, as I've cited, in terms of continuing to grow this, and there's going to continually be assets for sale.

Rather than us be part of a two- to three- to five-member syndicate that's in the ABS, we want to ring-fence $2 billion to invest with you. Why they're doing that is a couple of, they see us as a highly accretive acquirer of assets. Again, they see the opportunity set. Rather than try and build out a team, a company to manage those assets and go out and acquire those assets, they said, why don't we partner with the company that's best in class, that already has a highly beneficial and exciting track record around these acquisitions, a company that sees every one of these acquisitions, that has a business development team and has an operational team that's able to enhance the margins when they bring them in. They've, again, ring-fenced.

The starting number was $2 billion, but we see that even growing in the future. We've made an announcement in September of acquisition called Canvas Energy, again, based in Oklahoma, a bolt-on literally, and I'll touch on it in a slide or two, to our current Oklahoma operations. They've contributed $400 million of financing to that $550 million acquisition. It's good to partner with a seasoned investor that likes what you're doing in terms of your business model and your financing construct. Here's a slide that kind of just talks to and kind of highlights some of the acquisitions that we've made over the past, let's call it seven and a half years as being a public company.

That when you look at the left side, the majority of those, again, as we started in the Appalachian Basin and then as you started to move into 2022 and late into 2021, we started to make more of those acquisitions in the Central Region, Haynesville, Oklahoma, those areas that give us kind of diversification of geography and diversification of commodity mix. One of the things with operating in 11 different states and multiple different basins is it allows us to be more disciplined when it comes to acquisitions. You get to see a lot more, but also it means that you do not have to buy something just for the sake of buying something. You have got a lot of different opportunities. As much as we have made these 30 acquisitions, we have walked away from more acquisitions because of either valuation, timing, not a fit, issues with the assets themselves.

For us, having discipline and maintaining discipline and having the opportunity set of all those different assets in different basins is an important aspect to our business because that means we don't have a gun to our head to make an acquisition, to grow production, to generate more cash flow, to pay down debt. Here we're just talking about, as I've highlighted, that vertical integration and scale and how that plays into our corporate framework. When you look across it, both on the operation side, at the field level, whether it's the field operations having 2,000 employees, the vast majority of those are in the field. When there's the corporate guys like me and the C-suite, yes, we're part of this equation, but we are only about 200 of those 2,000 employees that we have.

Large field contingent, everyone from the operator level to the management level. We have our own midstream and marketing company. We are a top 20 marketer of natural gas in the U.S. We own 19,000 mi of pipeline infrastructure. Having that is a distinct advantage when it comes to value enhancement on these acquisitions. I will cite an example. This Canvas acquisition that we made, they have a company and it is a corporate-level acquisition. They have a marketing team, but their marketing team outsources their marketing of their products, commodity products. They are paying somebody a fee to do that of anywhere from $0.05-$0.07, depending on the area. For us, having our own, we are not losing that piece of the value chain. We are doing it ourselves.

When we value the acquisition, that cost is in the valuation, but when we're able to bring it onto our platform, we're able to accrete that value. By owning all of the components, it allows you to have less, let's call it, value slip all the way down the value chain. This even goes to the emissions performance and something, again, as was highlighted on the front cover, managing these assets in a sustainable way. By having a large number of assets in a number of different operations basins, we've really partnered with some emissions technology providers. We've got a professional staff that is led by a gentleman by the name of Paul Espenan, who's thought of as a thought leader in the emissions space in the areas of measurement, mitigation, and monitoring.

Because we've got such a vast footprint, we're able to partner with a lot of new and innovative technology companies in the emissions space. There's an arms race going on for that technology right now. Most of it we get at no or low cost. We're managing these assets and improving the environmental performance of those assets longer term. Getting back to the acquisitions, these are not bad assets and not bad operators. They just lack focus because whether it's a large upstream operator, these are not core assets for them. They're focused on the drill bit, on taking that capital from investors and putting the money in the drill bit and getting a return on that.

Our returns profile is a little bit lower, but focusing on that returns profile, 24 hours a day, seven days a week, 365 days a year is an important aspect and value that we have in our business. That allows us to really generate incremental cash flow and enhance the margins and cash flow at the end of the day. With this infrastructure, we've been able to, in 2024, we made all these acquisitions, close to $600 million of acquisitions. We added zero G&A. That accretes to the bottom line at the end of the day. Again, I touched on components of this, but you could see this Canvas acquisition that we announced in September. Some of the metrics there are on the bottom right quadrant of the slide. The gold here is really the emphasis. These are bolt-on assets.

All we basically did is filled in some of the white space on this map. These assets are right next to ours. They had $24 million of G&A. We see by January accreting and capturing that as a synergy of $24 million on a $550 million acquisition, literally within a year. Those are things that we are able to do because of the vertical integration and scale that we have. What also came with this, getting back to the concept of undeveloped acreage and portfolio optimization, is because they were a full-on development company and they were running up until the, let's call it May timeframe of this year, they were running a rig and developing assets. There is still a large component of value that we did not pay for in this undeveloped acreage.

Over time, we'll be able to either partner out with a JV partner like we did with Mewbourne Oil or sell it outright and capture the cash flow more quickly. Again, here, this slide is just touching a little bit more on the ESG component of what we do. As you can see from an MSCI or ratings perspective, we've been rated AA for a number of years now. Getting back to that emissions component and on the top right here, this OGMP. This is a global standard for emissions reduction. It is a framework that is based on actual measurement of emissions as opposed to some of the other protocols that are based on theoretic or engineered emissions profiles and reduction.

We have to submit and have audited emissions data that goes to the OGMP, which is a partnership of the United Nations and the Environmental Defense Fund. As I'm sure most of you can appreciate, they're not necessarily cheerleaders of the oil and gas industry, but having that gold standard and having had it for four plus years now is something that we really think is a value added. It's a value added from an acquisition standpoint as well. If there is a large operator, for example, ConocoPhillips, where we bought assets in Oklahoma from a couple of years ago, they do not want to have the headline risk down the road of selling these assets to a fly-by-night operator or someone that's just buying these assets to generate some incremental cash flows.

They want to be able and have the surety to say that we sold these to a highly competent operator. Because if for some reason there was a problem with a well five, six, seven years down the road, the headline would not read Diversified has a problem with their well. It would read ConocoPhillips, who sold assets to Diversified. They do not want to have that. They want to partner with best-in-class operators at the end of the day. On the bottom right quadrant, you could just kind of see where we are in terms of emissions over the past couple of years, what we have been able to reduce it as much as you are growing through acquisitions and bringing on new protocol and emissions. We are improving that to the point where, as I am sure some of you recognize, there was a methane fee that was proposed.

It's kind of with the new administration gone away, but we were well under that fee would have been at 0.2 times. We were well under the threshold from ever paying any methane fee, whereas a lot of the other upstream companies might not have had the same result. New York Stock Exchange. This is an important component. As Phil mentioned, we are traded currently on the New York Stock Exchange, but we're also traded on the London Stock Exchange. That's where the company was IPO'd back in 2017. When you think of the growth that we've had, we IPO'd in 2017, a $50 million IPO in London with less than 50 million cu ft of production to where we sit today, a company that's $1.1, $1.2 billion market cap, producing over a bee of production. It's been pretty staggering growth over that time.

We are migrating over the past year and a half to the New York Stock Exchange to make that our primary listing. Right now we are a FPI or Foreign Private Issue. That will all change by December 1st, where we will be fully New York Stock Exchange listed. We will be an SEC filing company. We will file our fourth quarter and full year 2025 documents through Edgar on the SEC filing website, GAAP accounting. There will be a lot of interesting aspects and probably more beneficial accounting aspects that will help us. This is, again, a tipping point and a catalyst by doing this because a lot of investors have told us, "Yeah, we like your business model. We think it's a unique strategy. We like the cash flow generation.

My fund mandate tells me I can't invest in a non-SEC filing company or I've got to invest in a company that's New York Stock Exchange primary listed. As this all transpires over the coming months, we see there's a runway not only for a large number of new investors to come into the story, but also from that investor base of passive investors. Right now we're in the Russell 2000 index, but we'll be eligible for a lot more of those indexes and passive funds and ETFs who have the same thing. We've examined some of them. The ETF charter says you've got to be a SEC filing company. Now we have that. We check that box. It's opening up a whole new realm of opportunity for us and really a catalyst for our shares and a re-rate for our shares in the future.

At the end of the day, what does all this mean? What are the attributes and what is the investment thesis? When you look at Diversified as just a small-cap investment opportunity, sector agnostic, you could see kind of where we sit and where we drill down. The returns that we've been able to provide to shareholders, both on the share repurchase, but also from a dividend component, the growth that we've had in the company, it really puts us in a best-in-class opportunity when you think about what we've done and where we kind of sit in the broader universe of Russell 3000 small-cap companies here today. With that, we've got a few minutes left. I'm happy to open it up for questions. Perfect. This is just our contact information. Again, I'm Douglas Kris. Please feel free to reach out to me anytime.

Kevin O'Brien is sitting here as well. He's our Director of Investor Relations and happy to answer any questions.

Are there spaces you're not in today that you're targeting with some of the value that you're looking for? Do you see more value in those areas overall?

With both, I would say how we think about the first part of your question, the acquisitions in new basins is, okay, what is the asset there to begin? I'm just going to use, let's call it North Dakota and that basin. We've looked at assets there before. Valuation hasn't been right, but we have looked at them before.

It is also we want to be able to step into something that is a little bit chunky, that has some operational capabilities and has the ability, as we kind of look out, that we know there is going to be a few more or a handful more of assets coming to market that we could daisy-chain on to that footprint. Because as I mentioned, what makes this work is scale and vertical integration. Every one of those incremental acquisitions you make, we are not taking on the G&A on the corporate level or the field level, or you are able to now add something on to your footprint where you are able to flow through your own gathering systems or reduce compression or any other field-level operation. That is what we really kind of look for. I think that is one where there are a lot of potential opportunities.

There's been some M&A recently, both on the private side and the public side, that will allow for high grading of some of those assets. I think the important thing when you look at the M&A landscape and what we've experienced in upstream E&P over the last 18 to 24 months, it's kind of a generational opportunity that's happened. I mean, I used to be on the banking side, and we talked about Pioneer right here, merging with Exxon back in 2011 and 2012. I was in a meeting where we were pitching that idea to them. It happened. It just took another decade to happen, but that's what we've seen. We've seen that valuation. What 100% of all those acquisitions were focused on was one thing, which is drilling inventory.

I'm running low on the opportunity set I have of undeveloped acreage, of ability to put sticks on a map to show to lies I've got a 10-year runway to continue to generate returns. I got to go out and buy that because I can't do it out through organic leasing. That's also an opportunity for us too, because as we kind of have these assets that have undeveloped acreage, it's a way for us to get higher and higher valuation for that undeveloped asset. To your point of your question, yes, we look at other basins. I would say Colorado is one that we've looked at stuff, but have been very hesitant on. I'm going to be honest with you. I would prefer California over Colorado because as much as California is a challenge state, you know the rules. They've laid down the rules.

Here's how you operate. Here's what you can do and what you can't do. Whereas Colorado, it depends on the whim of the regulators, the whim of the company. And we've seen that. You've kind of seen, "Oh, we're going to have setback rules of this." "Oh, well, no, we don't like that now. Now we're going to make this." If somebody's always taking the ball and leaving and changing the rules of the game, it's hard for anyone to operate in that environment. If you've got a framework of this is of history and how you're doing it, you might not like it, but you manage through it at the end of the day. Thank you for your question.

You talked about having a cost of capital advantage and using ABS to secure these assets. How do you think about that?

How much growth shares over the last few years relative to your yield? What's your cost of capital there? Once you've achieved scale, will it become less attractive to issue equity?

Yeah. I mean, I think part of the equity issuance, it goes into that whole consideration mix. I think when we do the evaluation of when we're potentially and we've utilized shares as a direct issuance to some of the sellers in the past. For example, Canvas, we're issuing them. It's roughly about 4% of our shares outstanding with this transaction. So roughly about $50 million worth of shares. It's part of the consideration, but not the whole of the consideration. We also do the analysis to make sure that if we are issuing shares and we've got a new share count, that it's still accretive on a per share or per unit metric.

I think it's an efficient way to do that. I mean, if you want to think about cost of capital, we're paying an 8% yield. I mean, it's not a perfect corollary, but that's roughly what your cost of capital is for equity as a simple proxy. I think to your point on the financing, on those ABSs that we've utilized, again, the first couple were in that 4% range. Most recently, they're probably going to be in that 6.5% range. They've been pretty tight to SOFR. Basically, that's your bogey. SOFR is the benchmark that all these things are based on. Our overall cost of capital on the ABS side is roughly about 6-6.5%.

On that, does Carlyle do they get their own allocation of each deal, or do they have a specific deal on that?

No.

How we, again, we announced that deal in partnership with them back in June. How this one is going to work is the assets in this acquisition, the entirety of those assets get put into that investment vehicle. The equity or the residual capital is what flows back to the company at the end of the day. They're just financing the assets, and the financing is of those specific assets. The way the ABSs work is it's not corporate-wide. It's not company-wide in terms of cash flows. It's asset-specific. You ring-fence, for example, $100 million worth of assets in West Virginia. Those assets are the collateral ultimately that is secured and ultimately the cash flows that are generated in that ABS or the SPV. Please go ahead, ma'am.

How does your depletion affect your income and savings?

Is that managed or happening through the company? Yeah. I guess maybe the best way to think about that is, or another way to think about it is corporate decline. What is your production decline on a year-on-year basis? The number that we cite publicly is 10%. Some years it's a little bit lower than that. I don't like to get into this. In my seat in the investor relations game, I don't want to make a presentation that last year said 9, and next quarter it says 10, next year it says. We just utilize 10%. What we ultimately think about when you talk about corporate decline or depletion or reserve, I mean, we're growing that over time because of acquisition.

At the end of the day, what is the cash flow, utilizing corporate decline as your proxy, the cash flow that you need to replace year in, year out? Some of that is replaced by making acquisitions. You could do that if you've got $1 billion of cash flow and you make a $250 million acquisition, there's a number that replaces that cash flow decline at the end of the day. Sometimes it's for multiple years. The other aspect of it is, again, having land sales. We've sold $145 million of land. That's another lever that you have to replace cash flows. The partnership, the JV partnership we have on a corporate decline or production basis, that production that's generated through that offsets half of that 10% corporate decline. There are a lot of we've got midstream and marketing revenue that we bring into the business.

It is third-party revenue. Not only are we utilizing that team to enhance our margins, but also bringing third-party revenue. That is beneficial. We have some processing facilities where we have contracts for third-party processing on production facilities we own in the Haynesville, Cotton Valley, for example. Holistically, if you have not picked up on it, cash flow is the only thing that we focus on at the end of the day. Because as our CEO says and is in almost all of our meetings, if you do not have cash flow, you do not have a business. I think we are at time. Appreciate all the questions. Happy to follow up with anyone else post. All right.

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