0000315131false00003151312023-08-082023-08-08

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 08, 2023

 

 

PHX MINERALS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-31759

73-1055775

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1320 South University Drive

Suite 720

 

Fort Worth, Texas

 

76107

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (405) 948-1560

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.01666 par value

 

PHX

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


 

Item 2.02

Results of Operations and Financial Condition.

On August 8, 2023, PHX Minerals Inc. (the “Company”) issued a press release providing information regarding the Company’s quarter ended June 30, 2023 financial and operating results. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in this Item 7.01 by reference.

 

On August 8, 2023, the Company posted an updated investor presentation to its website. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 and 99.2, is being furnished pursuant to Item 2.02 and Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Title of Document

99.1

Press Release, dated August 8, 2023

99.2

Corporate Presentation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PHX MINERALS INC.

 

 

 

By:

/s/ Chad L. Stephens

 

 

 

Chad L. Stephens

 

 

 

Chief Executive Officer

 

 

 

 

DATE:

August 8, 2023

 

 

 


Exhibit 99.1

img202703845_0.jpg 

 

FOR IMMEDIATE RELEASE

 

PHX Minerals Reports Results for the Quarter Ended June 30, 2023;

Announces Dividend Payment

 

FORT WORTH, Texas, Aug. 8, 2023 – PHX MINERALS INC., “PHX” or the “Company” (NYSE: PHX), today reported financial and operating results for the quarter ended June 30, 2023.

 

Summary of Results for the Quarter Ended June 30, 2023

 

Net loss was ($0.04) million, or $0.00 per share, compared to net income of $9.6 million, or $0.27 per share, for the quarter ended March 31, 2023, and net income of $8.6 million, or $0.25 per share, for the quarter ended June 30, 2022.
Adjusted pretax net income(1) was $0.6 million, or $0.02 per share, compared to $4.7 million, or $0.13 per share, for the quarter ended March 31, 2023, and $4.3 million, or $0.12 per share, for the quarter ended June 30, 2022.
Adjusted EBITDA(1) was $4.1 million, compared to $7.7 million for the quarter ended March 31, 2023, and $7.2 million for the quarter ended June 30, 2022.
Royalty production volumes decreased 4% to 2,010 Mmcfe compared to the quarter ended March 31, 2023, and increased 26% compared to the quarter ended June 30, 2022.
Total production volumes decreased 7% to 2,304 Mmcfe compared to the quarter ended March 31, 2023, and decreased 5% compared to the quarter ended June 30, 2022.
Converted 81 gross (0.30 net) wells to producing status, compared to 117 gross (0.46 net) during the quarter ended March 31, 2023 and 96 gross (0.25 net) during the quarter ended June 30, 2022.
Inventory of 186 gross (0.51 net) wells in progress and 86 gross (0.40 net) permits as of June 30, 2023, compared to 198 gross (0.65 net) wells in progress and 86 gross (0.24 net) permits as of March 31, 2023.
Total debt was $23.8 million and the debt to adjusted EBITDA (TTM) (1) ratio was 0.93x at June 30, 2023.
PHX closed on acquisitions totaling 151 net royalty acres located in the SCOOP and the Haynesville plays for approximately $1.8 million.
PHX announced a $0.0225 per share quarterly dividend, payable on Sept. 8, 2023, to stockholders of record as of Aug. 24, 2023.
(1)
This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

Chad L. Stephens, President and CEO, commented, “We continue to experience significant activity on our minerals including wells being put on production, new wells being spud and new permitting, demonstrating the quality of our assets even during a down market with lower natural gas prices. During the quarter, we experienced increased rig activity on our minerals compared to a year ago, expanding our market share of rigs operating within our core regions. The sequential decline in royalty volumes during the quarter is primarily attributable to the timing of wells being placed online. We continually monitor operator activity across our mineral position and are confident that the timing of our wells in progress will support our royalty volume growth allowing us to achieve our royalty volume outlook for calendar 2023, driving revenue growth and increasing cash flow.

“It appears the second quarter likely represented the bottom for natural gas prices and current macro dynamics suggest sequential price improvements in the remainder of the year,” said Stephens. “In spite of a dramatic drop in natural gas prices in the second quarter, PHX Minerals remained focused on proactively allocating its free cash flow to fund acquisitions, return capital to shareholders via our fixed dividend and improving our liquidity position. This speaks to the inherent benefits of our business model in mitigating risks and expanding margins to maximize cash flow. The acquisition market dynamics are improving as natural gas prices stabilize. Our strong balance sheet and cash flow provide ample liquidity to deploy judiciously to fund our growth strategy.”

 

 

img202703845_1.jpg 

1


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

Financial Highlights

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

Royalty Interest Sales

 

$

6,217,663

 

 

$

12,473,415

 

 

$

16,341,404

 

 

$

21,352,409

 

Working Interest Sales

 

$

1,013,501

 

 

$

7,088,153

 

 

$

2,747,007

 

 

$

12,993,024

 

Natural Gas, Oil and NGL Sales

 

$

7,231,164

 

 

$

19,561,568

 

 

$

19,088,411

 

 

$

34,345,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (Losses) on Derivative Contracts

 

$

183,006

 

 

$

(2,387,226

)

 

$

3,985,826

 

 

$

(15,370,632

)

Lease Bonuses and Rental Income

 

$

111,991

 

 

$

209,329

 

 

$

425,141

 

 

$

371,237

 

Total Revenue

 

$

7,526,161

 

 

$

17,383,671

 

 

$

23,499,378

 

 

$

19,346,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Operating Expense

 

 

 

 

 

 

 

 

 

 

 

 

per Working Interest Mcfe

 

$

1.07

 

 

$

1.08

 

 

$

1.26

 

 

$

1.05

 

Transportation, Gathering and Marketing

 

 

 

 

 

 

 

 

 

 

 

 

per Mcfe

 

$

0.39

 

 

$

0.59

 

 

$

0.43

 

 

$

0.60

 

Production Tax per Mcfe

 

$

0.20

 

 

$

0.38

 

 

$

0.22

 

 

$

0.33

 

G&A Expense per Mcfe

 

$

1.38

 

 

$

1.18

 

 

$

1.29

 

 

$

1.15

 

Cash G&A Expense per Mcfe (1)

 

$

1.07

 

 

$

0.95

 

 

$

1.01

 

 

$

0.94

 

Interest Expense per Mcfe

 

$

0.23

 

 

$

0.12

 

 

$

0.23

 

 

$

0.11

 

DD&A per Mcfe

 

$

0.96

 

 

$

0.83

 

 

$

0.86

 

 

$

0.85

 

Total Expense per Mcfe

 

$

3.30

 

 

$

3.47

 

 

$

3.21

 

 

$

3.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(41,291

)

 

$

8,589,010

 

 

$

9,511,953

 

 

$

4,568,555

 

Adjusted EBITDA (2)

 

$

4,086,707

 

 

$

7,194,102

 

 

$

11,826,947

 

 

$

13,013,517

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow from Operations (3)

 

$

4,915,788

 

 

$

8,404,654

 

 

$

13,849,265

 

 

$

15,700,984

 

CapEx (4)

 

$

84,593

 

 

$

72,176

 

 

$

275,419

 

 

$

158,847

 

CapEx - Mineral Acquisitions

 

$

1,677,388

 

 

$

8,954,133

 

 

$

11,914,003

 

 

$

18,228,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowing Base

 

 

 

 

 

 

 

$

45,000,000

 

 

$

50,000,000

 

Debt

 

 

 

 

 

 

 

$

23,750,000

 

 

$

28,300,000

 

Debt to Adjusted EBITDA (TTM) (2)

 

 

 

 

 

 

 

 

0.93

 

 

 

1.31

 

 

(1)
Cash G&A expense is G&A excluding restricted stock and deferred director’s expense from the adjusted EBITDA table in the non-GAAP Reconciliation section.
(2)
This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.
(3)
GAAP cash flow from operations.
(4)
Includes legacy working interest expenditures and fixtures and equipment.

 

 

*****MORE*****

 

2


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

 

Operating Highlights

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Six Months Ended

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

Gas Mcf Sold

 

1,854,485

 

 

 

1,897,799

 

 

 

3,813,496

 

 

 

3,805,829

 

Average Sales Price per Mcf before the

 

 

 

 

 

 

 

 

 

 

 

effects of settled derivative contracts

$

1.92

 

 

$

6.82

 

 

$

2.75

 

 

$

5.65

 

Average Sales Price per Mcf after the

 

 

 

 

 

 

 

 

 

 

 

effects of settled derivative contracts

$

2.49

 

 

$

4.32

 

 

$

3.18

 

 

$

3.80

 

% of sales subject to hedges

 

45

%

 

 

63

%

 

 

47

%

 

 

62

%

Oil Barrels Sold

 

41,009

 

 

 

48,928

 

 

 

95,116

 

 

 

100,559

 

Average Sales Price per Bbl before the

 

 

 

 

 

 

 

 

 

 

 

effects of settled derivative contracts

$

73.87

 

 

$

105.23

 

 

$

75.09

 

 

$

98.06

 

Average Sales Price per Bbl after the

 

 

 

 

 

 

 

 

 

 

 

effects of settled derivative contracts

$

73.80

 

 

$

60.18

 

 

$

71.58

 

 

$

62.02

 

% of sales subject to hedges

 

53

%

 

 

73

%

 

 

49

%

 

 

73

%

NGL Barrels Sold

 

33,929

 

 

 

39,732

 

 

 

67,033

 

 

 

80,103

 

Average Sales Price per Bbl(1)

$

18.93

 

 

$

36.76

 

 

$

22.02

 

 

$

37.41

 

 

 

 

 

 

 

 

 

 

 

 

 

Mcfe Sold

 

2,304,113

 

 

 

2,429,760

 

 

 

4,786,390

 

 

 

4,889,802

 

Natural gas, oil and NGL sales before the

 

 

 

 

 

 

 

 

 

 

 

effects of settled derivative contracts

$

7,231,164

 

 

$

19,561,568

 

 

$

19,088,411

 

 

$

34,345,433

 

Natural gas, oil and NGL sales after the

 

 

 

 

 

 

 

 

 

 

 

effects of settled derivative contracts

$

8,280,104

 

 

$

12,607,397

 

 

$

20,394,028

 

 

$

23,687,014

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) There were no NGL settled derivative contracts during the 2023 and 2022 quarters.

 

Total Production for the last four quarters was as follows:

Quarter ended

 

Mcf Sold

 

 

Oil Bbls Sold

 

 

NGL Bbls Sold

 

 

Mcfe Sold

 

6/30/2023

 

 

1,854,485

 

 

 

41,009

 

 

 

33,929

 

 

 

2,304,113

 

3/31/2023

 

 

1,959,010

 

 

 

54,107

 

 

 

33,104

 

 

 

2,482,276

 

12/31/2022

 

 

1,669,320

 

 

 

52,406

 

 

 

38,611

 

 

 

2,215,419

 

9/30/2022

 

 

2,047,614

 

 

 

49,902

 

 

 

40,761

 

 

 

2,591,588

 

 

Total production volumes attributable to natural gas were 80% for the quarter ended June 30, 2023.

 

Royalty Interest Production for the last four quarters was as follows:

 

Quarter ended

 

Mcf Sold

 

 

Oil Bbls Sold

 

 

NGL Bbls Sold

 

 

Mcfe Sold

 

6/30/2023

 

 

1,673,346

 

 

 

35,599

 

 

 

20,516

 

 

 

2,010,036

 

3/31/2023

 

 

1,700,974

 

 

 

45,395

 

 

 

20,063

 

 

 

2,093,722

 

12/31/2022

 

 

1,303,825

 

 

 

33,691

 

 

 

20,353

 

 

 

1,628,089

 

9/30/2022

 

 

1,525,363

 

 

 

32,202

 

 

 

20,488

 

 

 

1,841,502

 

 

Royalty production volumes attributable to natural gas were 83% for the quarter ended June 30, 2023.

 

 

 

*****MORE*****

 

3


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

Working Interest Production for the last four quarters was as follows:

 

Quarter ended

 

Mcf Sold

 

 

Oil Bbls Sold

 

 

NGL Bbls Sold

 

 

Mcfe Sold

 

6/30/2023

 

 

181,139

 

 

 

5,410

 

 

 

13,413

 

 

 

294,077

 

3/31/2023

 

 

258,036

 

 

 

8,712

 

 

 

13,041

 

 

 

388,554

 

12/31/2022

 

 

365,495

 

 

 

18,715

 

 

 

18,258

 

 

 

587,330

 

9/30/2022

 

 

522,251

 

 

 

17,700

 

 

 

20,273

 

 

 

750,086

 

 

Quarter Ended June 30, 2023, Results

 

The Company recorded net loss of ($0.04) million, or $0.00 per share, for the quarter ended June 30, 2023, as compared to net income of $8.6 million, or $0.25 per share, for the quarter ended June 30, 2022. The change in net income was principally the result of a decrease in natural gas, oil and NGL sales and a decrease in gains on asset sales, partially offset by an increase in gains associated with our hedge contracts and a decrease in income tax provision.

 

Natural gas, oil and NGL revenue decreased $12.3 million, or 63%, for the quarter ended June 30, 2023, compared to the quarter ended June 30, 2022, due to decreases in natural gas, oil and NGL prices of 72%, 30% and 49%, respectively, and decreases in natural gas, oil and NGL volumes of 2%, 16% and 15%, respectively.

The production increase in royalty volumes during the quarter ended June 30, 2023, as compared to the quarter ended June 30, 2022, resulted from new wells in the Haynesville Shale coming online.

The Company had a net gain on derivative contracts of $0.2 million for the quarter ended June 30, 2023, compromised of a $1.0 million gain on settled derivatives and a $0.9 million non-cash loss on derivatives, as compared to a net loss of ($2.4) million for the quarter ended June 30, 2022. The change in net gain on derivative contracts was due to the Company’s settlements of natural gas and oil collars and fixed price swaps and the change in valuation caused by the difference in June 30, 2023 pricing relative to the strike price on open derivative contracts.

Six Months Ended June 30, 2023, Results

 

The Company recorded net income of $9.5 million, or $0.26 per share, for the six months ended June 30, 2023, as compared to a net income of $4.6 million, or $0.13 per share, for the six months ended June 30, 2022. The change in net income was principally the result of an increase in gains associated with our hedge contracts and an increase in gains on asset sales, partially offset by a decrease in natural gas, oil and NGL sales and an increase in income tax provision.

 

Natural gas, oil and NGL revenue decreased $15.3 million, or 44%, for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, due to decreases in natural gas, oil and NGL prices of 51%, 23% and 41%, respectively, and decreases in oil and NGL volumes of 5% and 16%, respectively.

The production increase in royalty volumes during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, resulted from new wells in the Haynesville Shale coming online.

The Company had a net gain on derivative contracts of $4.0 million for the six months ended June 30, 2023, compromised of a $1.7 million gain on settled derivatives and a $2.3 million non-cash gain on derivatives, as compared to a net loss of ($15.4) million for the six months ended June 30, 2022. Gain on settled derivative contracts for the six months ended June 30, 2023, excludes $0.4 million of cash paid to settle off-market derivative contracts. The total cash received to settle hedge contracts during the six months ended June 30, 2023 was $1.3 million. The change in net gain on derivative contracts was due to the Company’s settlements of natural gas and oil collars and fixed price swaps and the change in valuation caused by the difference in June 30, 2023 pricing relative to the strike price on open derivative contracts.

Operations Update

 

During the quarter ended June 30, 2023, the Company converted 81 gross (0.30 net) wells to producing status, including 26 gross (0.20 net) wells in the Haynesville and 20 gross (0.06 net) wells in the SCOOP, compared to 96 gross (0.25 net) wells in the quarter ended June 30, 2022.

 

*****MORE*****

 

4


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

At June 30, 2023, the Company had a total of 186 gross (0.51 net) wells in progress across its mineral positions and 86 gross (0.40 net) active permitted wells, compared to 198 gross (0.65 net) wells in progress and 86 gross (0.24 net) active permitted wells at March 31, 2023. As of July 10, 2023, 15 rigs were operating on the Company’s acreage and 61 rigs operating within 2.5 miles of its acreage.

 

 

 

 

 

 

 

Bakken/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three

 

 

Arkoma

 

 

 

 

 

 

 

 

 

 

 

SCOOP

 

 

STACK

 

 

Forks

 

 

Stack

 

 

Haynesville

 

 

Other

 

 

Total

 

As of June 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Wells in Progress on PHX Acreage (1)

 

68

 

 

 

12

 

 

 

8

 

 

 

5

 

 

 

84

 

 

 

9

 

 

 

186

 

Net Wells in Progress on PHX Acreage (1)

 

0.174

 

 

 

0.025

 

 

 

0.001

 

 

 

0.001

 

 

 

0.284

 

 

 

0.028

 

 

 

0.513

 

Gross Active Permits on PHX Acreage

 

30

 

 

 

11

 

 

 

13

 

 

 

5

 

 

 

21

 

 

 

6

 

 

 

86

 

Net Active Permits on PHX Acreage

 

0.115

 

 

 

0.046

 

 

 

0.049

 

 

 

0.002

 

 

 

0.161

 

 

 

0.025

 

 

 

0.398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of July 10, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rigs Present on PHX Acreage

 

5

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

8

 

 

 

-

 

 

 

15

 

Rigs Within 2.5 Miles of PHX Acreage

 

12

 

 

 

15

 

 

 

3

 

 

 

1

 

 

 

23

 

 

 

7

 

 

 

61

 

(1) Wells in progress includes drilling wells and drilled but uncompleted wells, or DUCs.

 

Leasing Activity

 

During the quarter ended June 30, 2023, the Company leased 367 net mineral acres for an average bonus payment of $526 per net mineral acre and an average royalty of 23%.

 

Acquisition and Divestiture Update

 

During the quarter ended June 30, 2023, the Company purchased 151 net royalty acres for approximately $1.8 million and had no significant divestitures.

 

 

 

Acquisitions

 

 

 

SCOOP

 

 

Haynesville

 

 

Other

 

 

Total

 

During Three Months Ended June 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net Mineral Acres Purchased

 

 

113

 

 

 

5

 

 

 

-

 

 

 

118

 

Net Royalty Acres Purchased

 

 

144

 

 

 

7

 

 

 

-

 

 

 

151

 

 

Outlook

 

PHX is providing an updated operational outlook for 2023 as follows:

 

 

 

Calendar Year 2022 Actual

 

Calendar Year 2023 YTD Actual

 

Calendar Year 2023 Outlook

Mineral & Royalty Production (Mmcfe)

 

6,613

 

4,104

 

7,600 - 8,600

Working Interest Production (Mmcfe)

 

3,084

 

683

 

1,200 - 1,400(1)

Total Production (Mmcfe)

 

9,697

 

4,787

 

8,800 - 10,000

Percentage Natural Gas

 

78%

 

80%

 

78% - 83%

 

 

 

 

 

 

 

Transportation, Gathering & Marketing (per Mcfe)

 

$0.63

 

$0.43

 

$0.45 - $0.50

Production Tax (as % of pre-hedge sales volumes)

 

4.50%

 

5.50%

 

5.50% - 6.00%

LOE Expenses (on an absolute basis in 000’s)

 

$3,807

 

$860

 

$1,200 - $1,400

Cash G&A (per Mcfe)

 

$1.01

 

$1.01

 

$1.00 - $1.06

 

(1) Pro-forma divestitures of Eagle Ford and Arkoma working interest assets, excludes potential future sales of additional working interest assets.

 

*****MORE*****

 

5


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

 

 

Quarterly Conference Call

PHX will host a conference call to discuss the Company’s results for the quarter ended June 30, 2023, at 11 a.m. EDT tomorrow, Aug. 9, 2023. Management’s discussion will be followed by a question-and-answer session with investors.

To participate on the conference call, please dial 877-407-3088 (toll-free domestic) or 201-389-0927. A replay of the call will be available for 14 days after the call. The number to access the replay of the conference call is 877-660-6853 and the PIN for the replay is 13740305.

A live audio webcast of the conference call will be accessible from the “Investors” section of PHX’s website at https://phxmin.com/events. The webcast will be archived for at least 90 days.

FINANCIAL RESULTS

Statements of Operations

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

Natural gas, oil and NGL sales

$

7,231,164

 

 

$

19,561,568

 

 

$

19,088,411

 

 

$

34,345,433

 

Lease bonuses and rental income

 

111,991

 

 

 

209,329

 

 

 

425,141

 

 

 

371,237

 

Gains (losses) on derivative contracts

 

183,006

 

 

 

(2,387,226

)

 

 

3,985,826

 

 

 

(15,370,632

)

 

 

7,526,161

 

 

 

17,383,671

 

 

 

23,499,378

 

 

 

19,346,038

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

314,150

 

 

 

900,807

 

 

 

859,917

 

 

 

1,830,261

 

Transportation, gathering and marketing

 

906,373

 

 

 

1,430,136

 

 

 

2,035,129

 

 

 

2,918,654

 

Production taxes

 

461,893

 

 

 

925,197

 

 

 

1,043,326

 

 

 

1,622,590

 

Depreciation, depletion and amortization

 

2,210,332

 

 

 

2,022,832

 

 

 

4,100,322

 

 

 

4,143,948

 

Provision for impairment

 

-

 

 

 

6,277

 

 

 

2,073

 

 

 

6,277

 

Interest expense

 

524,294

 

 

 

286,345

 

 

 

1,081,767

 

 

 

516,557

 

General and administrative

 

3,177,103

 

 

 

2,877,614

 

 

 

6,159,012

 

 

 

5,621,878

 

Losses (gains) on asset sales and other

 

139,307

 

 

 

(630,547

)

 

 

(4,195,121

)

 

 

(2,891,682

)

Total costs and expenses

 

7,733,452

 

 

 

7,818,661

 

 

 

11,086,425

 

 

 

13,768,483

 

Income (loss) before provision (benefit) for income taxes

 

(207,291

)

 

 

9,565,010

 

 

 

12,412,953

 

 

 

5,577,555

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision (benefit) for income taxes

 

(166,000

)

 

 

976,000

 

 

 

2,901,000

 

 

 

1,009,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(41,291

)

 

$

8,589,010

 

 

$

9,511,953

 

 

$

4,568,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per common share

$

(0.00

)

 

$

0.25

 

 

$

0.26

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

35,965,281

 

 

 

34,652,155

 

 

 

35,950,615

 

 

 

34,473,247

 

Diluted

 

35,965,281

 

 

 

34,851,214

 

 

 

36,034,438

 

 

 

34,473,247

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share of

 

 

 

 

 

 

 

 

 

 

 

common stock paid in period

$

0.0225

 

 

$

0.02

 

 

$

0.045

 

 

$

0.035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*****MORE*****

 

6


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

Balance Sheets

 

 

June 30, 2023

 

 

Dec. 31, 2022

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

1,267,627

 

 

$

2,115,652

 

Natural gas, oil, and NGL sales receivables (net of $0

 

5,839,904

 

 

 

9,783,996

 

allowance for uncollectable accounts)

 

 

 

 

 

Refundable income taxes

 

675,268

 

 

 

-

 

Derivative contracts, net

 

1,371,377

 

 

 

-

 

Held for sale assets

 

-

 

 

 

6,420,051

 

Other

 

370,896

 

 

 

1,543,956

 

Total current assets

 

9,525,072

 

 

 

19,863,655

 

 

 

 

 

 

 

Properties and equipment at cost, based on

 

 

 

 

 

   successful efforts accounting:

 

 

 

 

 

Producing natural gas and oil properties

 

189,868,020

 

 

 

181,431,139

 

Non-producing natural gas and oil properties

 

61,180,555

 

 

 

57,781,644

 

Other

 

1,347,124

 

 

 

1,122,436

 

 

 

252,395,699

 

 

 

240,335,219

 

Less accumulated depreciation, depletion and amortization

 

(110,426,239

)

 

 

(107,085,212

)

Net properties and equipment

 

141,969,460

 

 

 

133,250,007

 

 

 

 

 

 

 

Derivative contracts, net

 

-

 

 

 

141,345

 

Operating lease right-of-use assets

 

640,799

 

 

 

706,871

 

Other, net

 

596,874

 

 

 

695,399

 

Total assets

$

152,732,205

 

 

$

154,657,277

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

270,780

 

 

$

504,466

 

Derivative contracts, net

 

-

 

 

 

1,534,034

 

Income taxes payable

 

-

 

 

 

576,427

 

Current portion of operating lease liability

 

226,389

 

 

 

217,656

 

Held for sale liabilities

 

-

 

 

 

889,155

 

Accrued liabilities and other

 

1,342,795

 

 

 

3,121,522

 

Total current liabilities

 

1,839,964

 

 

 

6,843,260

 

 

 

 

 

 

 

Long-term debt

 

23,750,000

 

 

 

33,300,000

 

Deferred income taxes, net

 

5,132,906

 

 

 

2,453,906

 

Asset retirement obligations

 

1,041,177

 

 

 

1,027,777

 

Derivative contracts, net

 

83,857

 

 

 

-

 

Operating lease liability, net of current portion

 

814,169

 

 

 

929,208

 

 

 

 

 

 

 

Total liabilities

 

32,662,073

 

 

 

44,554,151

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

Common Stock, $0.01666 par value; 54,000,500 shares authorized and

 

 

 

 

 

35,938,900 issued at June 30, 2023; 54,000,500 shares authorized

 

 

 

 

 

and 35,938,206 issued at Dec. 31, 2022

 

598,742

 

 

 

598,731

 

Capital in excess of par value

 

43,782,600

 

 

 

43,344,916

 

Deferred directors' compensation

 

1,368,956

 

 

 

1,541,070

 

Retained earnings

 

77,555,195

 

 

 

68,925,774

 

 

 

123,305,493

 

 

 

114,410,491

 

Less treasury stock, at cost; 225,723 shares at June 30,

 

 

 

 

 

2023, and 300,272 shares at Dec. 31, 2022

 

(3,235,361

)

 

 

(4,307,365

)

Total stockholders' equity

 

120,070,132

 

 

 

110,103,126

 

Total liabilities and stockholders' equity

$

152,732,205

 

 

$

154,657,277

 

 

 

*****MORE*****

 

7


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

Condensed Statements of Cash Flows

 

 

Six Months Ended June 30,

 

 

2023

 

 

2022

 

Operating Activities

 

 

Net income (loss)

$

9,511,953

 

 

$

4,568,555

 

Adjustments to reconcile net income (loss) to net cash provided

 

 

 

 

 

  by operating activities:

 

 

 

 

 

Depreciation, depletion and amortization

 

4,100,322

 

 

 

4,143,948

 

Impairment of producing properties

 

2,073

 

 

 

6,277

 

Provision for deferred income taxes

 

2,679,000

 

 

 

(159,000

)

Gain from leasing fee mineral acreage

 

(425,141

)

 

 

(370,131

)

Proceeds from leasing fee mineral acreage

 

488,173

 

 

 

450,881

 

Net (gain) loss on sales of assets

 

(4,428,212

)

 

 

(3,028,394

)

Directors' deferred compensation expense

 

109,383

 

 

 

79,728

 

Total (gain) loss on derivative contracts

 

(3,985,826

)

 

 

15,370,632

 

Cash receipts (payments) on settled derivative contracts

 

1,865,779

 

 

 

(1,215,245

)

Restricted stock award expense

 

1,228,871

 

 

 

963,203

 

Other

 

70,526

 

 

 

18,515

 

Cash provided (used) by changes in assets and liabilities:

 

 

 

 

 

Natural gas, oil and NGL sales receivables

 

3,944,092

 

 

 

(3,760,490

)

Other current assets

 

405,055

 

 

 

247,518

 

Accounts payable

 

(228,305

)

 

 

(155,410

)

Income taxes receivable

 

(675,268

)

 

 

(860,416

)

Other non-current assets

 

95,283

 

 

 

(403,745

)

Income taxes payable

 

(576,427

)

 

 

(499,939

)

Accrued liabilities

 

(332,066

)

 

 

304,497

 

Total adjustments

 

4,337,312

 

 

 

11,132,429

 

Net cash provided by operating activities

 

13,849,265

 

 

 

15,700,984

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Capital expenditures

 

(275,419

)

 

 

(158,847

)

Acquisition of minerals and overriding royalty interests

 

(11,914,003

)

 

 

(18,228,580

)

Net proceeds from sales of assets

 

9,223,405

 

 

 

3,265,897

 

Net cash provided (used) by investing activities

 

(2,966,017

)

 

 

(15,121,530

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Borrowings under credit facility

 

6,000,000

 

 

 

10,300,000

 

Payments of loan principal

 

(15,550,000

)

 

 

(2,000,000

)

Net proceeds from equity issuance

 

-

 

 

 

4,702,619

 

Cash receipts from (payments on) off-market derivative contracts

 

(560,162

)

 

 

(9,443,174

)

Purchases of treasury stock

 

(669

)

 

 

-

 

Payments of dividends

 

(1,620,442

)

 

 

(1,208,967

)

Net cash provided (used) by financing activities

 

(11,731,273

)

 

 

2,350,478

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(848,025

)

 

 

2,929,932

 

Cash and cash equivalents at beginning of period

 

2,115,652

 

 

 

1,559,350

 

Cash and cash equivalents at end of period

$

1,267,627

 

 

$

4,489,282

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

Interest paid (net of capitalized interest)

$

1,155,637

 

 

$

487,487

 

Income taxes paid (net of refunds received)

$

1,473,696

 

 

$

2,528,356

 

 

 

 

 

 

 

Supplemental Schedule of Noncash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

Gross additions to properties and equipment

$

12,952,046

 

 

$

18,248,046

 

Net increase (decrease) in accounts receivable for properties

 

 

 

 

 

and equipment additions

 

(762,624

)

 

 

139,381

 

Capital expenditures and acquisitions

$

12,189,422

 

 

$

18,387,427

 

 

 

*****MORE*****

 

8


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

Proved Reserves

 

Proved Reserves SEC Pricing

 

 

June 30, 2023

 

 

Sept. 30, 2022

 

Proved Developed Reserves:

 

 

Mcf of Gas

 

46,258,075

 

 

 

50,304,185

 

Barrels of Oil

 

979,110

 

 

 

1,275,853

 

Barrels of NGL

 

1,456,785

 

 

 

1,698,046

 

Mcfe (1)

 

60,873,448

 

 

 

68,147,579

 

Proved Undeveloped Reserves:

 

 

 

 

 

Mcf of Gas

 

6,484,678

 

 

 

11,933,021

 

Barrels of Oil

 

90,075

 

 

 

106,924

 

Barrels of NGL

 

119,268

 

 

 

64,637

 

Mcfe (1)

 

7,740,736

 

 

 

12,962,387

 

Total Proved Reserves:

 

 

 

 

 

Mcf of Gas

 

52,742,753

 

 

 

62,237,206

 

Barrels of Oil

 

1,069,185

 

 

 

1,382,777

 

Barrels of NGL

 

1,576,053

 

 

 

1,762,683

 

Mcfe (1)

 

68,614,184

 

 

 

81,109,966

 

 

 

 

 

 

 

10% Discounted Estimated Future

 

 

 

 

 

Net Cash Flows (before income taxes):

 

 

 

 

 

Proved Developed

$

135,258,962

 

 

$

184,948,239

 

Proved Undeveloped

 

22,990,870

 

 

 

52,978,389

 

Total

$

158,249,832

 

 

$

237,926,628

 

SEC Pricing

 

 

 

 

 

Gas/Mcf

$

4.63

 

 

$

6.41

 

Oil/Barrel

$

82.41

 

 

$

90.33

 

NGL/Barrel

$

31.24

 

 

$

38.09

 

 

 

 

 

 

 

Proved Reserves - Projected Future Pricing (2)

 

 

 

 

 

 

 

10% Discounted Estimated Future

Proved Reserves

 

Net Cash Flows (before income taxes):

June 30, 2023

 

 

Sept. 30, 2022

 

Proved Developed

$

102,982,498

 

 

$

128,718,584

 

Proved Undeveloped

 

17,361,221

 

 

 

39,770,031

 

Total

$

120,343,719

 

 

$

168,488,615

 

 

 

 

 

 

 

(1) Crude oil and NGL converted to natural gas on a one barrel of crude oil or NGL equals six Mcf of natural gas basis.

 

(2) Projected futures pricing as of June 30, 2023, and Sept. 30, 2022 (the Company’s fiscal year-end prior to adoption of December 31 as fiscal year-end), basis adjusted to Company wellhead price.

 

 

 

*****MORE*****

 

9


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

Derivative Contracts as of July 20, 2023

 

 

Production volume

 

 

 

 

Contract period

 

covered per month

 

Index

 

Contract price

Natural gas costless collars

 

 

 

 

 

 

July - December 2023

 

20,000 Mmbtu

 

NYMEX Henry Hub

 

$3.00 floor / $4.70 ceiling

July - September 2023

 

75,000 Mmbtu

 

NYMEX Henry Hub

 

$3.50 floor / $7.00 ceiling

October - December 2023

 

25,000 Mmbtu

 

NYMEX Henry Hub

 

$3.50 floor / $7.00 ceiling

November 2023 - March 2024

 

30,000 Mmbtu

 

NYMEX Henry Hub

 

$3.25 floor / $5.25 ceiling

December 2023 - September 2024

 

30,000 Mmbtu

 

NYMEX Henry Hub

 

$3.00 floor / $3.60 ceiling

January 2024

 

135,000 Mmbtu

 

NYMEX Henry Hub

 

$4.50 floor / $7.90 ceiling

February 2024

 

125,000 Mmbtu

 

NYMEX Henry Hub

 

$4.50 floor / $7.90 ceiling

March 2024

 

130,000 Mmbtu

 

NYMEX Henry Hub

 

$4.50 floor / $7.90 ceiling

April 2024

 

90,000 Mmbtu

 

NYMEX Henry Hub

 

$3.50 floor / $4.70 ceiling

May 2024

 

95,000 Mmbtu

 

NYMEX Henry Hub

 

$3.50 floor / $4.70 ceiling

June 2024

 

90,000 Mmbtu

 

NYMEX Henry Hub

 

$3.50 floor / $4.70 ceiling

January - March 2024

 

30,000 Mmbtu

 

NYMEX Henry Hub

 

$3.00 floor / $6.00 ceiling

October 2024 - June 2025

 

30,000 Mmbtu

 

NYMEX Henry Hub

 

$3.00 floor / $5.00 ceiling

November 2024 - March 2025

 

90,000 Mmbtu

 

NYMEX Henry Hub

 

$3.25 floor / $5.25 ceiling

Natural gas fixed price swaps

 

 

 

 

 

 

July - December 2023

 

100,000 Mmbtu

 

NYMEX Henry Hub

 

$3.37

July - December 2023

 

20,000 Mmbtu

 

NYMEX Henry Hub

 

$3.57

July - October 2023

 

20,000 Mmbtu

 

NYMEX Henry Hub

 

$3.58

July - October 2023

 

50,000 Mmbtu

 

NYMEX Henry Hub

 

$2.52

April - June 2024

 

10,000 Mmbtu

 

NYMEX Henry Hub

 

$3.21

April - October 2024

 

50,000 Mmbtu

 

NYMEX Henry Hub

 

$3.17

July - October 2024

 

75,000 Mmbtu

 

NYMEX Henry Hub

 

$3.47

July - October 2024

 

25,000 Mmbtu

 

NYMEX Henry Hub

 

$3.47

Oil costless collars

 

 

 

 

 

 

January 2024

 

1,850 Bbls

 

NYMEX WTI

 

$63.00 floor / $76.00 ceiling

February 2024

 

1,700 Bbls

 

NYMEX WTI

 

$63.00 floor / $76.00 ceiling

March 2024

 

1,750 Bbls

 

NYMEX WTI

 

$63.00 floor / $76.00 ceiling

April 2024

 

1,700 Bbls

 

NYMEX WTI

 

$63.00 floor / $76.00 ceiling

May 2024

 

1,750 Bbls

 

NYMEX WTI

 

$63.00 floor / $76.00 ceiling

June 2024

 

1,650 Bbls

 

NYMEX WTI

 

$63.00 floor / $76.00 ceiling

January - March 2024

 

1,650 Bbls

 

NYMEX WTI

 

$65.00 floor / $76.50 ceiling

April - June 2024

 

500 Bbls

 

NYMEX WTI

 

$65.00 floor / $76.50 ceiling

July - October 2024

 

1,650 Bbls

 

NYMEX WTI

 

$65.00 floor / $76.50 ceiling

Oil fixed price swaps

 

 

 

 

 

 

July - December 2023

 

1,500 Bbls

 

NYMEX WTI

 

$67.55

July - December 2023

 

750 Bbls

 

NYMEX WTI

 

$70.05

July - December 2023

 

1,500 Bbls

 

NYMEX WTI

 

$80.80

July - December 2023

 

1,000 Bbls

 

NYMEX WTI

 

$80.74

December 2023 - March 2024

 

750 Bbls

 

NYMEX WTI

 

$71.75

April - October 2024

 

1,000 Bbls

 

NYMEX WTI

 

$66.10

April - June 2024

 

1,300 Bbls

 

NYMEX WTI

 

$70.59

November 2024 - March 2025

 

1,600 Bbls

 

NYMEX WTI

 

$64.80

April - June 2025

 

1,000 Bbls

 

NYMEX WTI

 

$68.00

Non-GAAP Reconciliation

This press release includes certain “non-GAAP financial measures” as defined under the rules and regulations of the U.S. Securities and Exchange Commission, or the SEC, including Regulation G. These non-GAAP financial measures are calculated using GAAP amounts in the Company’s financial statements. These measures, detailed below, are provided in addition to, not as an alternative for,

 

*****MORE*****

 

10


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

and should be read in conjunction with, the information contained in the Company’s financial statements prepared in accordance with GAAP (including the notes thereto), included in the Company’s SEC filings and posted on its website.

Adjusted EBITDA Reconciliation

The Company defines “adjusted EBITDA” as earnings before interest, taxes, depreciation and amortization, or EBITDA, excluding non-cash gains (losses) on derivatives and gains (losses) on asset sales and including cash receipts from (payments on) off-market derivatives and restricted stock and deferred directors’ expense. The Company has included a presentation of adjusted EBITDA because it recognizes that certain investors consider this amount to be a useful means of measuring the Company’s ability to meet its debt service obligations and evaluating its financial performance. Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of adjusted EBITDA may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to adjusted EBITDA for the quarters indicated:

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

 

March 31, 2023

 

Net Income (Loss)

$

(41,291

)

 

$

8,589,010

 

 

$

9,511,953

 

 

$

4,568,555

 

 

$

9,553,244

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(benefit)

 

(166,000

)

 

 

976,000

 

 

 

2,901,000

 

 

 

1,009,000

 

 

 

3,067,000

 

Interest expense

 

524,294

 

 

 

286,345

 

 

 

1,081,767

 

 

 

516,557

 

 

 

557,473

 

DD&A

 

2,210,332

 

 

 

2,022,832

 

 

 

4,100,322

 

 

 

4,143,948

 

 

 

1,889,990

 

Impairment expense

 

-

 

 

 

6,277

 

 

 

2,073

 

 

 

6,277

 

 

 

2,073

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on derivatives

 

(865,935

)

 

 

3,282,921

 

 

 

2,306,464

 

 

 

(8,489,719

)

 

 

3,172,399

 

Gains (losses) on asset sales

 

10,230

 

 

 

693,750

 

 

 

4,428,213

 

 

 

2,985,965

 

 

 

4,417,983

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash receipts from (payments on)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

off-market derivative contracts(1)

 

-

 

 

 

(1,284,024

)

 

 

(373,745

)

 

 

(3,777,505

)

 

 

(373,745

)

Restricted stock and deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

director's expense

 

703,667

 

 

 

574,333

 

 

 

1,338,254

 

 

 

1,042,931

 

 

 

634,587

 

Adjusted EBITDA

$

4,086,707

 

 

$

7,194,102

 

 

$

11,826,947

 

 

$

13,013,517

 

 

$

7,740,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The initial receipt of $8.8 million of cash from BP Energy Company, or BP, for entering into the off-market derivative contracts had no effect on the Company’s statement of operations and was considered cash flow from financing activities. A portion of subsequent settlements with BP had no effect on the Company’s statement of operations.

 

 

Debt to Adjusted EBITDA (TTM) Reconciliation

 

“Debt to adjusted EBITDA (TTM)” is defined as the ratio of long-term debt to adjusted EBITDA on a trailing 12-month (TTM) basis. The Company has included a presentation of debt to adjusted EBITDA (TTM) because it recognizes that certain investors consider such ratios to be a useful means of measuring the Company’s ability to meet its debt service obligations and for evaluating its financial performance. The debt to adjusted EBITDA (TTM) ratio has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of debt to adjusted EBITDA (TTM) may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to adjusted EBITDA on a TTM basis and of the resulting debt to adjusted EBITDA (TTM) ratio:

 

*****MORE*****

 

11


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

 

TTM Ended

 

 

TTM Ended

 

 

June 30, 2023

 

 

June 30, 2022

 

Net Income (Loss)

$

22,016,554

 

 

$

7,486,604

 

Plus:

 

 

 

 

 

Income tax expense (benefit)

 

6,313,000

 

 

 

2,221,949

 

Interest expense

 

2,191,181

 

 

 

898,201

 

DD&A

 

7,452,846

 

 

 

7,297,339

 

Impairment expense

 

6,105,472

 

 

 

16,482

 

Less:

 

 

 

 

 

Non-cash gains (losses)

 

 

 

 

 

on derivatives

 

10,211,207

 

 

 

(815,184

)

Gains (losses) on asset sales

 

8,921,031

 

 

 

1,112,581

 

Plus:

 

 

 

 

 

Cash receipts from (payments on)

 

 

 

 

 

off-market derivative contracts(1)

 

(2,334,403

)

 

 

2,334,403

 

Restricted stock and deferred

 

 

 

 

 

director's expense

 

2,944,517

 

 

 

1,691,912

 

Adjusted EBITDA

$

25,556,929

 

 

$

21,649,493

 

 

 

 

 

 

 

Debt

$

23,750,000

 

 

$

28,300,000

 

Debt to Adjusted EBITDA (TTM)

 

0.93

 

 

 

1.31

 

 

 

 

 

 

 

(1) The initial receipt of $8.8 million of cash from BP for entering into the off-market derivative contracts had no effect on the Company’s statement of operations and was considered cash flow from financing activities. A portion of subsequent settlements with BP had no effect on the Company’s statement of operations.

 

 

Adjusted Pretax Net Income (Loss) Reconciliation

“Adjusted pretax net income (loss)” is defined as earnings before taxes and impairment expense, excluding non-cash gains (losses) on derivatives and gains (losses) on asset sales and including cash receipts from (payments on) off-market derivatives. The Company has included a presentation of adjusted pretax net income (loss) because it recognizes that certain investors consider this amount to be a useful means of measuring the Company’s ability to meet its debt service obligations and evaluating its financial performance. Adjusted pretax net income (loss) has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of adjusted pretax net income (loss) may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to adjusted pretax net income (loss) for the periods indicated:

 

*****MORE*****

 

12


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

 

March 31, 2023

 

Net Income (Loss)

$

(41,291

)

 

$

8,589,010

 

 

$

9,511,953

 

 

$

4,568,555

 

 

$

9,553,244

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

(166,000

)

 

 

976,000

 

 

 

2,901,000

 

 

 

1,009,000

 

 

 

3,067,000

 

Impairment expense

 

-

 

 

 

6,277

 

 

 

2,073

 

 

 

6,277

 

 

 

2,073

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on derivatives

 

(865,935

)

 

 

3,282,921

 

 

 

2,306,464

 

 

 

(8,489,719

)

 

 

3,172,399

 

Gains (losses) on asset sales

 

10,230

 

 

 

693,750

 

 

 

4,428,213

 

 

 

2,985,965

 

 

 

4,417,983

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash receipts from (payments on)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

off-market derivative contracts(1)

 

-

 

 

 

(1,284,024

)

 

 

(373,745

)

 

 

(3,777,505

)

 

 

(373,745

)

Adjusted Pretax Net Income (Loss)

$

648,414

 

 

$

4,310,592

 

 

$

5,306,604

 

 

$

7,310,081

 

 

$

4,658,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

35,965,281

 

 

 

34,652,155

 

 

 

35,950,615

 

 

 

34,473,247

 

 

 

35,935,791

 

Diluted

 

35,965,281

 

 

 

34,851,214

 

 

 

36,034,438

 

 

 

34,473,247

 

 

 

35,935,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Pretax Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per basic and diluted share

$

0.02

 

 

$

0.12

 

 

$

0.15

 

 

$

0.21

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The initial receipt of $8.8 million of cash from BP for entering into the off-market derivative contracts had no effect on the Company’s statement of operations and was considered cash flow from financing activities. A portion of subsequent settlements with BP had no effect on the Company’s statement of operations.

 

PHX Minerals Inc. (NYSE: PHX) Fort Worth-based, PHX Minerals Inc. is a natural gas and oil mineral company with a strategy to proactively grow its mineral position in its core focus areas. PHX owns mineral acreage principally located in Oklahoma, Texas, Louisiana, North Dakota and Arkansas. Additional information on the Company can be found at www.phxmin.com.

Cautionary Statement Regarding Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipates,” “plans,” “estimates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect PHX’s current views about future events. Forward-looking statements may include, but are not limited to, statements relating to: the Company’s operational outlook; the Company’s ability to execute its business strategies; the volatility of realized natural gas and oil prices; the level of production on the Company’s properties; estimates of quantities of natural gas, oil and NGL reserves and their values; general economic or industry conditions; legislation or regulatory requirements; conditions of the securities markets; the Company’s ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; title defects in the properties in which the Company invests; and other economic, competitive, governmental, regulatory or technical factors affecting properties, operations or prices. Although the Company believes expectations reflected in these and other forward-looking statements are reasonable, the Company can give no assurance such expectations will prove to be correct. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements involve certain risks and uncertainties that could cause results to differ materially from those expected by the Company’s management. Information concerning these risks and other factors can be found in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company’s website or the SEC’s website at www.sec.gov.

 

*****MORE*****

 

13


PHX Minerals Inc.

Reports Quarter ended June 30, 2023 Results …cont.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

 

Investor Contact:

Rob Fink / Stephen Lee

FNK IR

646.809.4048

PHX@fnkir.com

Corporate Contact:

405.948.1560

inquiry@phxmin.com

*****END*****

 

14


Slide 1

Investor Presentation August 2023 Exhibit 99.2 NYSE: PHX


Slide 2

This presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of PHX Minerals Inc. (“PHX” or the “Company”). No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Cautionary Statement Regarding Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this presentation that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward looking statements. The words “anticipates”, “plans”, “estimates”, “believes”, “expects”, “intends”, “will”, “should”, “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to: our ability to execute our business strategies; the volatility of realized natural gas and oil prices; the level of production on our properties; estimates of quantities of natural gas, oil and NGL reserves and their values; general economic or industry conditions; legislation or regulatory requirements; conditions of the securities markets; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; title defects in the properties in which we invest; and other economic, competitive, governmental, regulatory or technical factors affecting our properties, operations or prices.  Although the Company believes the expectations reflected in these and other forward-looking statements are reasonable, the Company can give no assurance such statements will prove to be correct. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the Company’s management. Information concerning these risks and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company's website or the SEC’s website at www.sec.gov.  Readers are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this presentation are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise. Use of Non-GAAP Financial Information This presentation includes certain non-GAAP financial measures. Adjusted EBITDA is a supplemental non-GAAP measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. PHX defines “Adjusted EBITDA” as earnings before interest, taxes, depreciation and amortization, or EBITDA, excluding unrealized gains (losses) on derivatives and gains (losses) on asset sales and including cash receipts from (payments on) off-market derivatives and restricted stock and deferred directors’ expense. PHX references Adjusted EBITDA in this presentation because it recognizes that certain investors consider Adjusted EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, the Company’s calculations of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Oil and Gas Reserves The SEC generally permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty  to be recoverable in future years from known reservoirs under existing economic and operating conditions, and certain probable and possible reserves that meet the SEC’s definitions for such terms. The Company discloses only estimated proved reserves in its filings with the SEC. The Company’s  estimated  proved reserves as of September 30, 2022, referenced in this presentation were prepared by Cawley, Gillespie and Associates, Inc, an independent engineering firm, and comply with definitions promulgated by the SEC. Additional information on the Company’s estimated proved reserves is contained in the Company’s filings with the SEC. Cautionary Statement Regarding Forward-Looking Statements


Slide 3

Overview PHX is a growth oriented mineral rights company focused on natural gas 3 In January of 2020, PHX Minerals began a dramatic company transformation: New management / technical team with deep industry experience New minerals only corporate strategy focused on growth Acquire minerals ahead of the drill bit under active operators in the highest quality rock New company name from the former Panhandle Oil & Gas to better align with strategy Former Company reserve footprint was scattered and consisted of both mature legacy non-operated working interest and royalty interest Historically, no catalyst to provide predictable / sustainable volume or reserve growth Since 2020, have high graded assets by divesting virtually all of the material non-operated working interest assets and redeploying proceeds and free cash flow into mineral acquisition strategy Predictable line of sight development provides growth catalyst Deep inventory of drillable locations increases annual production volumes and cash flows Today, PHX is approximately 87% royalty by production volumes and 78% by proved reserves Transformation complete with sustainable model and balance sheet going forward


Slide 4

Source: Company information and Enverus 1 Based on $3.13 per share as of 07/21/2023 and 37 million shares outstanding on a fully diluted basis  as of 06/30/2023 2 Market Cap plus debt of $23.7 million minus cash on hand of $1.3 million as of 06/30/2023 3 Calculated as working capital (current assets less current liabilities excluding current derivatives) plus availability on the borrowing base as of 06/30/2023;  See Non-GAAP reconciliation in Appendix 4 Based on $0.09 annualized Dividend per share  5 Total Debt / TTM Adjusted EBITDA; See Non-GAAP Reconciliation in Appendix 6 See Non-GAAP reconciliation in Appendix 7 At mid-point of production outlook (see page 12) 8 As of 06/30/2023; PHX also owns 167,228 unleased net royalty acres normalized to a 1/8th royalty  9 3P Reserves per 6/30/2023 CGA  Mid Year Report as of 6/30/2023 at 6/30/2023 SEC price deck of $82.41 per bbl of oil, $31.24 per bbl of NGL, $4.63 per mcf of gas (proved volume weighted average price) Company Snapshot Key Statistics Market Cap1 $115.8 Enterprise Value2 $138.3 Liquidity3 $27.5 Dividend Yield4 2.88% Leverage5 0.93x Cal. 2022 Adjusted EBITDA6 $26.7 YTD 2023 Adjusted EBITDA6 $11.8 Cal. 2022 Discretionary Cash Flow Yield6 ~25% Cal. 2022 ROCE6 ~15% Percent of 3P Reserves – Natural Gas9 ~75% Net Leased Royalty Acres8 91,920 Sustainable Royalty Production Growth Through Conversion of Existing Mineral Location Inventory (see page 16) MMCFE Outlook7 4 $ in millions CAGR: ~20.8%


Slide 5

Strategy Execution Goals Set in early 2020 Achievements Through June 30, 2023 High Grade Asset Base Grow royalty production (higher margin/lower cost) Improve line of sight development opportunities Exit working interest assets (higher cost/lower margin) Divest unleased non-producing minerals lacking scale and line of sight development Total royalty volume growth since 2020: 150%1 Mineral acquisitions completed: ~$114 million Built a 10+ year inventory of line of sight development locations Working interest wellbores sold: ~1,380 Unleased non-producing mineral acres sold: ~24,640 Build a strong and sustainable balance sheet Reduced leverage: ~2.5x to ~1.00x (Debt / TTM Adjusted EBITDA2) Improved commercial bank lending terms and relationships Enhanced liquidity profile as a result of superior asset performance and more predictable development timing Become a consolidator in the mineral space Implement growth strategy that is balanced with appropriate debt management and dividend payout ratio Allocate capital to generate the best possible returns to shareholders Mineral acquisition transactions completed: 66 Focus on smaller acquisition in targeted areas: ~$1.7 million average (generates higher returns with less competition) Generate return on capital employed (ROCE) Generated ~15% ROCE2 in 2022 up from ~0% in 2019 and 2020 Return profile under royalty only strategy driven by new volumes associated with well conversions from acquisitions 1 Based on fiscal 2020 royalty volumes of 3.3 Bcfe and the midpoint of the 2023 royalty volume outlook 2 See Non-GAAP reconciliation in Appendix Improve balance sheet designed to withstand commodity price volatility


Slide 6

Improving Margins Driving Earnings & ROCE 6 The two key metrics used by PHX to measure the success of our royalties-only strategy and royalties acquisition program are: Return on Capital Employed (ROCE)1 NAV per share measure (the PV-10 value of our proved and probable reserves) Balance sheet management and ample liquidity underpin our strategy in order to thrive across the various pricing cycles of the energy sector 1 Defined as EBIT excluding non-cash gain/loss on derivatives, non-cash impairments, non-cash G&A, cash receipts from/payments on off-market derivatives and gain(losses) on asset sales divided by average debt and equity during the quarter  2 See Non-GAAP reconciliation in Appendix Royalties Only Strategy Non-operated Working interest Strategy 2


Slide 7

Per Share NAV Continues to Grow 7 Significant improvement in NAV both on an absolute and per share basis (published in every corporate presentation since early 2021) since royalty-only strategy effort began under new management team High grading assets with mineral acquisition program, despite divesting of non-operated working interest, has grown PV10 value and increased NAV per share since change in strategy Below reserve value independently verified by DeGolyer & MacNaughton (2021) and Cawley, Gillespie and Associates, Inc (2022-2023) Current asset base has lower risk and higher growth profile than the PHX pre-2020 legacy asset base Royalties Only Strategy Total 2P Reserve Value @ PV-10 ($ millions) NAV per Share Net of Debt Next Twelve-Month NYMEX strip for oil and natural gas as of date reserves analysis was compiled 


Slide 8

Royalty Cash Flow Driving Shareholder Value Royalty Production and Realized Natural Gas Price Adjusted EBITDA1 Adjusted Pre-Tax NI2 Return on Capital Employed3 $ in millions $ in millions Source: Company filings ; All quarters are in Calendar Year 1 Calculated as net income excluding non-cash gain/loss on derivatives, income tax expense, interest expense, DD&A, non-cash impairments, non-cash G&A, gain(losses) on asset sales and cash receipts from/payments on off-market derivatives; See Non-GAAP reconciliation in Appendix 2 Pre-tax net income adjusted to exclude unrealized gain on derivatives, non-cash impairments, cash receipts from/payments on off-market derivatives and gains(losses) on asset sales; See Non-GAAP reconciliation in Appendix 3 Annualized EBIT excluding non-cash gain/loss on derivatives, non-cash impairments, non-cash G&A, cash receipts from/payments on off-market derivatives and gain(losses) on asset sales divided by average debt and equity during the quarter; See Non-GAAP reconciliation in Appendix


Slide 9

Stable Balance Sheet & Ample Liquidity Net Debt 1 Percentage Drawn on Credit Facility Advance Rate Debt / Adjusted EBITDA2 (TTM) Liquidity3 $ in millions $ in millions Source: Company filings ; All quarters are in Calendar Year 1 Total debt less cash 2 Total Debt / Adjusted EBITDA;  See Non-GAAP reconciliation in Appendix 3 Calculated as working capital (current assets less current liabilities excluding current derivatives) plus availability on the borrowing base; See Non-GAAP reconciliation in Appendix


Slide 10

Strong Per Unit Metrics Driven by Royalty Only Strategy 1 Includes proceeds from and payments on off-market derivative settlements 2 There were no NGL settled derivative contracts 3 See Non-GAAP reconciliation of adjusted EBITDA and discretionary cash flow in Appendix 4 See next slide for cash expenses Generated positive free cash flow despite historically low natural gas pricing during the 2nd calendar quarter 2023


Slide 11

Strong Margins Driven by Royalty Only Strategy 1 Includes proceeds from and payments on off-market derivative settlements; there were no NGL settled derivative contracts 2 See Non-GAAP reconciliation in Appendix Generated positive free cash flow despite historically low natural gas pricing during the 2nd calendar quarter 2023


Slide 12

PHX Operational Outlook 1 Pro-forma divestures of Eagleford and Arkoma working interest assets, excludes potential future sales of additional working interest assets 2 See Non-GAAP reconciliation in Appendix Cal. Year 2022 Actual Cal. 2023 YTD Actual Cal. Year 2023 Outlook Mineral & Royalty Production (Mmcfe) 6,613 4,104 7,600 – 8,600 Working Interest Production (Mmcfe) 3,084 683 1,200 – 1,4001 Total Production (Mmcfe) 9,697 4,787 8,800 – 10,000 Percentage Natural Gas 78% 80% 78% - 83% Transportation, Gathering & Marketing (per mcfe) $0.63 $0.43 $0.45 - $0.50 Production Tax (as % of pre-hedge sales) 4.50% 5.50% 5.50% - 6.00% LOE Expenses (on an absolute basis in 000’s) $3,807 $860 $1,200 - $1,400 Cash G&A (per mcfe)2 $1.01 $1.01 $1.00 - $1.06  Calendar 2023 production derived from wells already on production and wells currently being drilled/completed by operators Royalty volume growth derived from mineral acquisitions of high-quality undrilled location inventory in the core of our focus areas under active operators


Slide 13

Focused in SCOOP and Haynesville Key Operators of PHX Minerals


Slide 14

Royalty Reserve Growth Sustainable royalty reserve and production growth through conversion of existing mineral location inventory Royalty Reserves Royalty Production MMCFE CAGR: ~51% MMCFE CAGR: ~41%


Slide 15

Yearly Conversions To Producing Wells Strong drilling activity on our mineral assets provides sustainable annual royalty production growth Gross Conversions Net Conversions 1 As of 06/30/2023 1 1


Slide 16

Quarterly Near-Term Drilling Inventory Continuous conversion of undrilled location inventory will drive future royalty volume growth Gross Inventory Net Inventory


Slide 17

Royalty Interest Inventory by Basin  Sub-region  Gross PDP Wells1  Net PDP Wells1  Undeveloped Locations1 Sub-region PDP Wells Average NRI1 Gross Wells In Progress2 Net Wells in Progress3 Gross Permits Net Permits3 Gross Technical PUDs4 Net Technical PUDs3,4,5 Gross PROB Net PROB3,5 Gross POSS Net POSS3,5 SCOOP 1,028 4.28 68 0.17 30 0.12 213 0.70 786 2.18 354 1.25 Haynesville 468  2.74 84 0.28 21 0.16 245 0.84 131 0.53 3 0.00 STACK 392 1.71 12 0.03 11 0.05 71 0.39 172 1.06 60 0.58 Bakken 611  1.79 8 0.00 13 0.05 65 0.24 132 0.83 9 0.15 Arkoma Stack 529  4.76 5 0.00 5 0.00 2 0 97 1.74 83 0.92 Fayetteville 1,073  6.45 0 0.00 0 0.00 0 0 0 0 0 0 Other 2,010  16.74 9 0.03 6 0.02 0 0 0 0 0 0 Total 6,111 38.47 186  0.51 86  0.40  596 2.18 1,318 6.35 509 2.90 Gross Undeveloped Locations 2,695 2,695 Note: 1 As of 06/30/2023 2 Wells in Progress includes wells currently being drilled and wells waiting on completion 3 Net interest on wells are internal estimates and subject to confirmation from operator 4 Technical PUDs, reviewed and approved by Cawley, Gillespie and Associates, Inc., share all technical merits of PUDs but development timing is uncertain. PHX Technical PUDs are most likely PUDs in their respective operator’s reserve report. 5 Technical PUDs, PROB, and POSS net wells assume 10,000 ft. laterals 2 Continuous conversion of undrilled location inventory will drive future royalty volume growth


Slide 18

Reserves Value Summary SEC Pricing1 Strip Pricing2 $100/$6.00 Flat Pricing3 $410 $280 $505 1  3P Reserves per 6/30/2023 CGA  Mid Year Report as of 6/30/2023 at 6/30/2023 SEC price deck of $82.41 per bbl of oil, $31.24 per bbl of NGL, $4.63 per mcf of gas (proved volume weighted average price) 2 3P Reserves per 6/30/2023 CGA  Mid Year Report as of 6/30/2023 at 6/30/2023 STRIP price of WTI/HH 2023: $70.62/$3.05, 2024: $68.84/$3.52, 2025: $65.83/$3.94, 2026: $63.30/$3.91, 2027: $61.06/$3.78, 2028: $59.04/$3.67, 2029: $57.16/$3.66, 2030: $55.31/$3.66, 2031: $53.46/$3.68, 2032: $51.96/$3.73, 2033: $50.62/$3.84, 2034: $50.01/$4.00, 2035+: $50.01/$4.20.. 3 3P Reserves per 6/30/2023 CGA  Mid Year Report as of 6/30/2023 at flat price deck of $100.00 WTI /$6.00 HH  4 Technical PUDs, reviewed and approved by Cawley, Gillespie and Associates, Inc., share all technical merits of PUDs but development timing is uncertain. PHX Technical PUDs may be PUDs in their respective operator’s reserve report. 5 Scheduled out approximately 10 years for PROB and 15 years for POSS 6 PV-10 less net debt of $23.8 MM as of 6/30/2023 divided by total shares outstanding as of 6/30/2023 Reserve Category PV-10 Value ($mm) SEC1 Strip2 $100 / $6.003 PDP $135.3  $88.7  $170.0  Drilling or Waiting on Completion $12.8  $8.7  $15.8 Permits $10.2  $7.1  $12.6 Total Proved Reserves $158.2  $104.6  $198.4 Technical PUDs4 $72.5  $51.3  $89.0  PROB5 $135.7  $94.1  $165.8 POSS5 $43.1  $29.5  $52.2 Total 3P Reserves $409.5  $279.5  $505.4 Proved PV-10 Per Share6 $3.64  $2.19  $4.72 2P PV-10 Per Share6 $9.26  $6.12  $11.61  3P PV-10 Per Share6 $10.42  $6.91  $13.02


Slide 19

Robust Acquisition Process 19 PHX believes that being the aggregator of choice in our core areas is a key component of our strategy Royalties, just like any other hydrocarbon asset class, are naturally depleting assets and reinvestment is required to maintain and grow cash flows over time We target minerals in our core areas (SCOOP and Haynesville) with full analysis of geology and established type curves in order to minimize execution risk Typical profile of acquisitions includes an already producing component as well as royalties that are either in the process of being developed (WIPs) or will be developed over time (locations) by reputable and creditworthy operators to minimize timing risk Focused on active operators in order to minimize development timing risk Our acquisition program targets returns well in excess of our cost of capital (see ROCE) to drive increasing shareholder value IRR Payback MOIC Commodity Pricing Geology Type Curves Title Review Takeaway Capacity Basin Differentials Development Timing Inputs Requirements PHX’s A&D Methodology


Slide 20

Acquisition Summary Acquisitions by Basin by Year Focused on highest quality rock in the SCOOP and Haynesville plays Targeting a mix of production, near term development opportunities via wells in progress and additional upside potential under high quality operators $29.9M in acquisitions in SCOOP and $74.3M in Haynesville since Q1 of 2020 Positioned For Growth Through Acquisitions Total domestic US mineral market estimated at ~$0.5 - 1 trillion(2) Highly fragmented Predominantly owned by private individuals PHX well positioned to be one of the premier consolidators in our core areas Focus on smaller deals increases opportunity set and potential returns Market Opportunity Midpoint (1) : 97% 1 As of 06/30/2023 2 Midpoint of market size estimate range. Based on production data from EIA and spot price as of 03/31/2021. Assumes 20% of royalties are on Federal lands and there is an average royalty burden of 18.75%. Assumes a 10x multiple on cash flows to derive total market size. Excludes NGL value and overriding royalty interests 3 Enterprise values of PHX, DMCP, KRP, BSM, STR and VNOM as of 03/31/2023 1


Slide 21

Acquisition History All acreage currently owned in the Haynesville and predominately all acreage currently owned in Springboard III area of interest was acquired under current management team’s guidance Source: Company information and Enverus; Map of active rigs as of 07/10/2023 1 As of 06/30/2023 1 1


Slide 22

North Haynesville Update PHX New High NRI Units SILVER HILL | LIBERTY 29-32HC 001 + 002-ALT | 2 WELL AVG 1st Prod             9/2022 (8mo)                                                                    PHX NRI                   2.275% AVG IP              22.1 MMCF/d                                                                          AVG CUM               4.03 BCF AVG LL                  9,341’                                                                      AVG CUM/FT  431 MMCF/FT CHESAPEAKE  |  COLQUITT 24&25-16-15HC  |  2 WELL AVG 1st Prod              3/2023 (2mo)                                                          PHX NRI                0.895% AVG IP24           35.9 MMCF/d                                                            AVG CUM                1.08 BCF AVG LL                  9,876’                                                                                  AVG CUM/FT         110 MMCF/FT PALOMA  |  BAREMORE EST 11H 001 & 002‐ALT  |  2 WELL AVG 1st Prod 6/2021 (23mo)                                               PHX NRI             3.395% AVG IP24 24.1 MMCF/d AVG CUM        5.20 BCF AVG LL       4,577’ AVG CUM/FT    1,137 MMCF/FT  CHESAPEAKE  |  MAYO 13&12-16-14 HC 001-ALT 1st Prod                8/2022 (8mo)                                                                      PHX NRI            0.886% IP24    34.4 MMCF/d                                                            CUM                    6.726 BCF LL          9,859’                                                                                         CUM/FT      682 MMCF/FT Source: Company info and Enverus 1 As of 06/30/2023 2 Wells in Progress includes wells currently being drilled and wells waiting on completion 3 Active natural gas and oil horizontal permits filed  4 Data from Enverus as of 07/10/2023 Operators are drilling 3-5 wells per unit, and a positive indication of near term volumes and cashflows Since 2019, core development areas have been extended as new completion designs have lowered breakevens Key Operators: Aethon, Trinity, Chesapeake, Silverhill, Blue Dome and Paloma PHX North Haynesville Ownership1: 5,347 NRA (total PHX Haynesville ownership 7,326 NRA) Gross Wells In Progress2: 58 Gross Active Permits3: 8 Gross Active Rigs4: 10 1 2 3 4 1 2 3 4


Slide 23

Springboard III Update Highest resource in-place per DSU in the midcontinent, co-developing the Mississippian Sycamore & Woodford Shale Operators starting to infill existing DSUs; Early results suggest very little to no Parent-Child degradation PHX Springboard III Ownership1: 3,589 NRA Gross Wells In Progress2: 22 Gross Active Permits3: 7 Gross Active Rigs4: 3 Recent Well Results Source: Company info and Enverus 1 As of 06/30/2023 2 Wells in Progress includes wells currently being drilled and wells waiting on completion 3 Active natural gas and oil horizontal permits filed  4 Data from Enverus as of 07/10/2023 5 NRIs are internal estimates and are subject to confirmation from operator CAMINO  |  SUNDANCE KID 0104 26-35MXH  |  SYCAMORE  1st Prod      11/2021 (19mo) PHX NRI                0.303% LL        10,097’ CUM                       685 MBOE6 NRM PROP        2,761 #/FT CUM/FT    57.9 MBOE6/FT CONTINENTAL  |  LEON 2 & 3-26-23-14XHM |  SYCAMORE  |  2 WELL AVG  1st Prod      9/2022 (8mo) PHX NRI              0.754% LL 10,295’ CUM                       307 MBOE6 NRM PROP        2’507 #/FT CUM/FT   20.8 MBOE6/FT CONTINENTAL  |  SHERRIFF GARRETT 1-30-19XHM |  SYCAMORE 1st Prod                2/2023 (3mo) PHX NRI                1.857%5 LL 10,398’ CUM                        138 MBOE6 NRM PROP       2,511 #/FT CUM/FT                 13.3 MBOE6/FT CAMINO  |  BILLY THE KID 0103 29-20-1MXH  |  SYCAMORE   1st Prod       11/2022 (13mo) PHX NRI                0.058% LL      10,154’ CUM 850 MBOE6  NRM PROP 2,267 #/FT CUM/FT 83.2 MBOE6/FT 1 2 3 4 1 2 3 4


Slide 24

STACK MERGE SCOOP MERAMEC OSAGE/SYCAMORE WOODFORD SHALE STACK | MERGE | SCOOP The SCOOP is the premiere play in Oklahoma with the highest resource in-place and most horizontal objectives The transition between the SCOOP and STACK is the MERGE where the thickness prevents stacked development The primary target in the STACK is the Meramec All 3 regions are sourced by the Woodford and feature >1,350 btu gas and minimal produced water 1 PHX internally plans all undrilled inventory on a section-by-section basis, the above is a representation of the regional estimate of wells per section, however locally some areas will differ MERGE SCOOP STACK A A’ WOODFORD SHALE OSAGE MERAMEC WOODFORD SHALE SYCAMORE MERAMEC FULL DEVELOPMENT LOCATION UPSIDE LOCATION STACK MERGE SCOOP A A’


Slide 25

Company Leadership Management Team Title Years with Company Experience Chad Stephens President, CEO and Board Director 5 CEO for PHX since 2019 SVP –Corporate Development of Range Resources for 30 years until retiring in 2018 B.A. in Finance and Land Management from University of Texas Ralph D’Amico Senior Vice President, CFO 4 CFO for PHX since 2020 20 years of investment banking experience Bachelor’s in Finance from University of Maryland; MBA from George Washington University Chad True V.P. of Accounting 3 >14 years of accounting experience Audit and accounting positions with Grant Thornton LP, Tiptop Oil & Gas and Wexford Capital LP B.S. and Masters in Accounting from Oklahoma State University Danielle Mezo V.P. of Engineering 3 >13 years reservoir engineer experience Reservoir engineer, acquisitions, and corporate planning positions at SandRidge Energy B.S. in Petroleum Engineering from University of Oklahoma and licensed Professional Engineer Carl Vandervoort V.P. of Geology 3 >16 years experience, recently managed a buy-side consulting company for private equity groups and portfolio companies Exploration Manager for Zenergy, Inc., an Apollo Management portfolio company B.S. in Chemistry from University of Texas; M.S. in Geophysics at University of Oklahoma Kenna Clapp V.P. of Land 3 >13 years of land experience Various land positions with Chesapeake Energy in Haynesville, Eagleford, Mid-Continent and Barnett shales B.S. in Accounting and Finance from Oklahoma State University; JD from Oklahoma City University Board of Directors Title Years with Company Experience Mark T. Behrman Chairman 5 CEO of LSB Industries, Inc. since 2018 Managing Director and Head of Investment Banking of the Industrial and Energy Practices of Sterne Agee from 2007 to 2014 MBA in Finance from Hofstra University and B.S. in Accounting, Minor in Finance from Binghamton University Glen A. Brown Director 2 SVP – Exploration for Continental Resources from 2015 through 2017 Exploration manager for EOG Resources Midcontinent from 1991 through 2003 Bachelor’s in Geology from State University of New York; Master’s in Geology from New Mexico State University in Las Cruces Lee M. Canaan Director 7 Founder and portfolio manager of Braeburn Capital Partners, LLC Board member for EQT Corporation and Aethon Energy, LLC Bachelor’s in Geological Sciences from USC, Master’s in Geophysics from UT-Austin, and MBA in Finance from Wharton Peter B. Delaney Director 4 Principal with Tequesta Capital Partners since 2016 Chairman and CEO of OGE Energy Corporation from 2007 through 2015 Steven L. Packebush Director 1 Founder and partner in Elevar Partners, LLC President of Koch Ag & Energy Solutions upon his retirement in 2018 after 30 years with the company Bachelor’s in agricultural economics from Kansas State John H. Pinkerton Director 2 CEO of Range Resources Corporation from 1992 through 2012 Executive Chairman and Chairman of Board of Directors for Encino Energy from 2017 through 2022 B.A. in Business Administration from Texas Christian University; Master’s from the University of Texas at Arlington


Slide 26

Analyst Coverage Firm Analyst Contact Stifel Nicolaus Derrick Whitfield whitfieldd@stifel.com Northland Securities Donovan Schafer dschafer@northlandcapitalmarkets.com Alliance Global Partners Jeff Grampp jgrampp@allianceg.com Seaport Global Securities Nicholas Pope npope@seaportrp.com


Slide 27

Appendix


Slide 28

Current Hedge Position Mix of collars and swaps designed to provide upside exposure while protecting downside risk Note: Data as of 07/20/2023; Gas hedge prices are in $/Mcf and Oil hedge prices are in $/bbl


Slide 29

Natural Gas – Demand Natural Gas Electrical Generation1 Monthly Electrical Generation by Fuel Type1 Natural Gas Consumption1 1 EIA Premium Natural Gas Pricing1


Slide 30

Natural Gas – LNG Forecasted U.S. Export Annual Volume Growth1 Large Scale Approved Liquefaction Facilities 1,2 Surging LNG Demand Current LNG export capacity is fully committed Additional capacity of 6.1 Bcf/d is currently under construction and is expected to come online by 2025 LNG provides producers the opportunity to supply gas to premium markets across the globe 1 Williams Company Presentation; 02/21/2023 2 EIA


Slide 31

Scoop Haynesville Bakken Stack Arkoma Fayetteville Other Total Production Mix Net Production (MMcfe/d)1,2 2.80 12.34 1.61 3.16 1.30 1.50 2.62 25.32 Leased Net Royalty Acres1 9,132 7,326 3,995 6,830 9,939 8,395 46,303 91,9206 Permits on File1 30 21 13 11 5 - 6 86 Rigs Running on PHX Acreage3 5 8 - 2 - - - 15 Rigs Running Within 2.5 miles of  PHX Acreage3 12 23 3 15 1 - 7 61 Top Operators 1 As of Quarter ended 06/30/2023  2 Includes both royalty and working interest production  3 Provided by Enverus as of 07/10/2023 4 As of 06/30/2023, as determined by wells currently being drilled, wells waiting on completion, and permits 5 As of 06/30/2023, as determined by wells on production 6 PHX also owns 167,228 unleased net royalty acres normalized to a 1/8th royalty Portfolio Overview by Basin 4 4 4 4 4 5 4 4 29%


Slide 32

Definition of a Mineral Interest Illustrative Mineral Revenue Generation Unleased Minerals 100% owned by PHX PHX Issues a Lease PHX receives an upfront cash bonus payment and customarily a 20-25% royalty on production revenues In return, PHX delivers the right to explore and develop with the operator bearing 100% of costs for a specified lease term Leased Minerals Revenue Share PHX: 20-25% Operator: 75-80% Cost Share PHX: 0% Operator: 100% Lease Termination Upon termination of a lease, all future development rights revert to PHX to explore or lease again Process starts again from step 1 Minerals Perpetual real-property interests that grant hydrocarbon ownership under a tract of land Surface and mineral ownership have been negotiated in most cases over the decades Surface owners cannot legally prevent the development of minerals under most circumstances Represent the right to drill, and produce hydrocarbon or lease that right to third parties for an upfront payment and a negotiated percentage of production revenues ORRIs Overriding royalty interests Royalty interests that burden the working interests of a lease Right to receive a fixed, cost-free percentage of production revenue (term limited to life of leasehold estate) 1 2 3 4


Slide 33

Royalty Interests Versus Working Interests PHX believes that royalty assets provide a higher risk adjusted return compared to working interest assets Illustrative Margin Comparison Working Interest Mcfe Revenue $3.00 Less: Royalty Burden ($0.60)(1) Less: LOE ($1.00) Less: Taxes ($0.15) Less: Transportation ($0.25) Cash Margin ($) $1.00 Cash Margin (%) 33.0% Royalty Mcfe Revenue $3.00 Less: LOE - Less: Taxes ($0.15) Less: Transportation ($0.20)(2) Cash Margin ($) $2.65 Cash Margin (%) 88.0% Non-operated Working interest ownership bears one hundred percent of the development and production costs associated with a hydrocarbon well. Non-operated Working interest owners receive their share of the revenue after the royalty interest owners are paid. A mineral interest is real property that entitles the owner to all the rights associated with hydrocarbons below the surface in perpetuity. A royalty interest is created from a mineral interest and entitles the owner to receive a certain percentage of the gross revenue generated from the sales of the hydrocarbons without incurring development and operating costs. Royalty owner’s volumes come from working interest royalty burden 1 Assumes a 1/5 lease royalty burden 2 A portion of leases are cost free with all transportation costs paid by the operator


Slide 34

Royalty Interests Have Less Risk Than Working Interests 34 Both royalties and non-operated working interest asset classes have the same exposure to pricing cycles, however, Royalty assets have fewer risks when compared to other hydrocarbon asset classes The biggest risk associated with royalties is the lack of control over development timing Non-operated working interest assets have similar timing uncertainty as royalty owners Non-operated working interest assumes all cost to operate the well Royalty owners are not subject to lease operating expenses, SG&A overhead or workover expenses Increasing Risk Capex Exposure Operating Cost Exposure Environmental Liability Timing Risk Operator Bankruptcy Risk E&P (Non op Working Interest) E&P (Operated Working Interest) Royalties


Slide 35

Royalty Interests Trade At Higher Multiples Than Working Interests 35 Investors value working interest and royalty companies differently in the public markets Royalty companies trade at a premium to working interest companies primarily due to lower risk and lower capital intensity of the business Over time, PHX believes it should see an increase of its Enterprise Value / EBITDA ratio (adjusted for size) as the market recognizes the success of the royalties-only strategy Source: Stifel Nicolaus research note published on 07/23/2023


Slide 36

Minerals are Real Property Mineral and royalty interests are generally considered by law to be real property interests and are thus afforded additional protections under bankruptcy law Working Interest owner entitled to ~75-85% of production revenue based on royalty rate and bears 100% of development cost and lease operating expense Senior Debt Senior Secured Debt Equity Subordinated Debt Mineral Interest owner entitled to ~15-25% of production revenue based on royalty rate


Slide 37

Reconciliation of Non-GAAP Financial Measures Source: Company Filings


Slide 38

Reconciliation of Non-GAAP Financial Measures Source: Company Filings


Slide 39

Reconciliation of Non-GAAP Financial Measures Source: Company Filings


Slide 40

Reconciliation of Non-GAAP Financial Measures

v3.23.2
Document And Entity Information
Aug. 08, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 08, 2023
Entity Registrant Name PHX MINERALS INC.
Entity Central Index Key 0000315131
Entity Emerging Growth Company false
Securities Act File Number 001-31759
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 73-1055775
Entity Address, Address Line One 1320 South University Drive
Entity Address, Address Line Two Suite 720
Entity Address, City or Town Fort Worth
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76107
City Area Code (405)
Local Phone Number 948-1560
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01666 par value
Trading Symbol PHX
Security Exchange Name NYSE

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