Brigham Minerals, Inc. (MNRL)

AUSTIN, Texas--(BUSINESS WIRE)--Wild Basin Energy (“Wild Basin”) is pleased to announce it has secured an equity commitment from Pearl Energy Investments (“Pearl”) for an initial $60 million to continue acquiring minerals and royalties in the Haynesville of Louisiana and East Texas. Wild Basin has also received a strategic minority commitment that will bring the total to $75 million of new equity commitments alongside existing capital from management and existing investors. Wild Basin utilizes.

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AUSTIN, Texas--( BUSINESS WIRE )--Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham” or the “Company”) today announced the stockholders of the Company voted in favor of all proposals necessary for the closing of the previously announced merger (the “Merger”) between Brigham and Sitio Royalties Corp. (“Sitio”). The Merger is anticipated to close on December 29, 2022.

AUSTIN, Texas--(BUSINESS WIRE)--Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham” or the “Company”) today announced the stockholders of the Company voted in favor of all proposals necessary for the closing of the previously announced merger (the “Merger”) between Brigham and Sitio Royalties Corp. (“Sitio”). The Merger is anticipated to close on December 29, 2022. At the special meeting of Brigham stockholders held today, more than 81.2% of the shares of Brigham common stock were represented, and more than 99.7% of the votes cast were in favor of the Merger. As previously announced, Brigham stockholders will receive 1.133 shares of Class A common stock of Snapper Merger Sub I, Inc. (“New Sitio”) for each share of Brigham Class A common stock owned and 1.133 shares of New Sitio Class C common stock for each share of Brigham Class B common stock owned. Brigham Minerals Holdings, LLC (“Opco LLC”) unitholders will receive 1.133 common units representing limited partnership interests in Sitio Royalties Operating Partnership, LP for each unit in Opco LLC owned. At the close of trading today, Brigham Class A common stock will no longer be listed for trading on the New York Stock Exchange. In addition, in connection with the closing of the Merger, Gayle Burleson, Jon-Al Duplantier, Richard Stoneburner and John (“J.R.”) Sult will join the New Sitio board of directors. Ms. Burleson, Mr. Duplantier, Mr. Stoneburner and Mr. Sult each served on Brigham’s board of directors until the closing of the Merger. About Brigham Minerals, Inc. Brigham is an Austin, Texas, based company that acquires and actively manages a portfolio of mineral and royalty interests in the core of some of the most active, highly economic, liquids-rich resource basins across the continental United States. Brigham’s assets are located in the Delaware and Midland Basins in West Texas and New Mexico, the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. Brigham’s primary business objective is to maximize risk-adjusted total return to its stockholders by both capturing organic growth in its existing assets as well as leveraging its highly experienced technical evaluation team to continue acquiring minerals. Forward-Looking Statements This communication relates to the proposed Merger between Brigham and Sitio and the information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed Merger between Brigham and Sitio, the likelihood that the conditions to the consummation of the Merger will be satisfied on a timely basis or at all, Brigham’s and Sitio’s ability to consummate the Merger at any time or at all, the benefits of the Merger and the post-combination company’s future financial performance following the Merger, as well as the post-combination company’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “may,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions and the negative of such words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Brigham’s and Sitio’s management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. Except as otherwise required by applicable law, Brigham and Sitio disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Brigham and Sitio caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Brigham and Sitio. These risks include, but are not limited to, the post-combination company’s ability to successfully integrate Brigham’s and Sitio’s businesses and technologies; the risk that the expected benefits and synergies of the Merger may not be fully achieved in a timely manner, or at all; the risk that Brigham or Sitio will not, or that following the Merger, the combined company will not, be unable to retain and hire key personnel; the risk associated with Brigham’s and Sitio’s ability to obtain the approvals of their respective stockholders required to consummate the Merger and the timing of the closing of the Merger, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; Sitio’s ability to finance the combined company (including the repayment of certain of Brigham’s indebtedness) on acceptable terms or at all; uncertainty as to the long-term value of the combined company’s common stock; and the diversion of Brigham’s and Sitio’s management’s time on transaction-related matters. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Brigham’s and Sitio’s expectations and projections can be found in Brigham’s periodic filings with the U.S. Securities and Exchange Commission (“SEC”), including Brigham Mineral’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and Sitio’s periodic filings with the SEC, including Sitio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Part II, Item 1A “Risk Factors” in Sitio’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Brigham’s and Sitio’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

NEW YORK , Dec. 6, 2022 /PRNewswire/ -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: Brigham Minerals, Inc. (NYSE: MNRL)'s  merger with Sitio Royalties Corp. Under the terms of the merger agreement, Brigham shareholders will receive a fixed exchange ratio of 1.133 shares of common stock in the combined company for each share of Brigham common stock owned on the closing date. Upon completion of the transaction, Brigham shareholders will own approximately 46.0% of the combined entity on a fully diluted basis.

NEW ORLEANS , Nov. 29, 2022 /PRNewswire/ -- Former Attorney General of Louisiana Charles C. Foti, Jr., Esq.

AUSTIN, Texas--(BUSINESS WIRE)--Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals,” “Brigham,” or the “Company”), a leading mineral and royalty interest acquisition company, today announced record operational and financial results for the quarter ended September 30, 2022. RECORD THIRD QUARTER 2022 OPERATIONAL AND FINANCIAL HIGHLIGHTS AND SUBSEQUENT EVENTS Record daily production volumes of 15,000 Boe/d (73% liquids, 50% oil) Production up 15% sequentially from Q2 2022 including a 19% increase in Permian Basin volumes Production up 15% sequentially from Q2 2022 including a 19% increase in Permian Basin volumes Record royalty revenues of $92.8 million Up 3% sequentially from Q2 2022 driven by 15% higher volumes offset by 12% lower realized prices Up 3% sequentially from Q2 2022 driven by 15% higher volumes offset by 12% lower realized prices Net income totaling $44.4 million Adjusted Net Income(1) of $52.2 million, excluding $7.8 million of merger related costs Record Adjusted EBITDA(1) totaling $82.1 million up 3% sequentially from Q2 2022 Adjusted Net Income(1) of $52.2 million, excluding $7.8 million of merger related costs Record Adjusted EBITDA(1) totaling $82.1 million up 3% sequentially from Q2 2022 Declared record Q3 2022 dividend of $0.81 per share of Class A common stock(2) Base Dividend of $0.16 per share of Class A common stock Variable Dividend increased 7% sequentially to $0.65 per share of Class A common stock Represents 75% payout ratio of Discretionary Cash Flow ex lease bonus(1) Base Dividend of $0.16 per share of Class A common stock Variable Dividend increased 7% sequentially to $0.65 per share of Class A common stock Represents 75% payout ratio of Discretionary Cash Flow ex lease bonus(1) 10.8 net (1,786 gross) activity wells comprised of 6.7 net (929 gross) DUCs and 4.1 net (857 gross) permits 1.9 net DUCs converted to PDP during Q3 2022 207 gross wells spud during Q3 2022 (1.7 net locations) Permian Basin activity wells totaling 7.0 net locations representing 65% of total activity wells 1.9 net DUCs converted to PDP during Q3 2022 207 gross wells spud during Q3 2022 (1.7 net locations) Permian Basin activity wells totaling 7.0 net locations representing 65% of total activity wells Acquired 365 net royalty acres deploying $12.2 million in mineral acquisition capital 100% of capital deployed to Permian Basin comprised of 59% PDP, DUC and permitted net locations 100% of capital deployed to Permian Basin comprised of 59% PDP, DUC and permitted net locations $33.0 million cash balance and undrawn revolver capacity of $217.0 million as of September 30, 2022 Conservative leverage at 0.2x last quarter annualized Adjusted EBITDA(1) Conservative leverage at 0.2x last quarter annualized Adjusted EBITDA(1) Subsequent to quarter end, closed previously announced Midland Basin acquisition with Avant Royalties Roughly 3,900 net royalty acres with 19 rigs currently running across a core, well diversified position operated by Endeavor Energy Resources, Pioneer Natural Resources, Diamondback Energy and ExxonMobil 0.9 net DUCs and 0.3 net permits as of close resulting in 12.0 net pro forma activity wells Roughly 3,900 net royalty acres with 19 rigs currently running across a core, well diversified position operated by Endeavor Energy Resources, Pioneer Natural Resources, Diamondback Energy and ExxonMobil 0.9 net DUCs and 0.3 net permits as of close resulting in 12.0 net pro forma activity wells (1) Non-GAAP measure. See “Non-GAAP Financial Measures” below. (2) See "Quarterly Cash Dividend" section below regarding Board approval of future dividends. PROPOSED MERGER WITH SITIO ROYALTIES As previously announced, on September 6, 2022, Brigham and Sitio Royalties Corp. (“Sitio”) entered into a definitive merger agreement, pursuant to which Sitio will acquire Brigham in an all-stock transaction. Following the approval by the Brigham stockholders and the satisfaction of certain other closing conditions, the merger is expected to close during the first quarter of 2023. In light of the pending merger with Sitio, Brigham has discontinued providing guidance and long-term outlook information regarding its results of operations and does not intend to update the previously issued guidance and long-term outlook information, including the guidance provided in the Company’s August 4, 2022 press release announcing its second quarter 2022 financial and operational results (“the second quarter earnings release”). Accordingly, investors are cautioned not to rely on historical forward-looking statements regarding guidance and long-term outlook information, including any such information provided in the second quarter earnings release, as those forward-looking statements were the estimates of management only as of the date provided, have not and will not be updated and were subject to the specific risks and uncertainties that accompanied such forward-looking statements. As a result of the pending merger, there will not be an investor conference call. SUBSEQUENT EVENTS Midland Acquisition As previously announced, on August 22, 2022, Brigham LLC entered into a definitive purchase and sale agreement (the “Purchase Agreement”) with Avant Royalties, LP, Avant Royalties II, LP and Avant Royalties II Sidecar Fund, LP (collectively, the “Sellers”), pursuant to which Brigham LLC agreed to acquire certain mineral and royalty interests from the Sellers (the “Midland Acquisition”) for $132.5 million in cash, subject to customary closing adjustments. The Midland Acquisition was completed on October 21, 2022 and has an effective date of July 1, 2022. The Company financed the Midland Acquisition through a combination of cash on hand and borrowings under the Company’s revolving credit facility. OPERATIONAL UPDATE Mineral and Royalty Interest Ownership Update During the third quarter 2022, the Company executed twelve transactions acquiring approximately 365 net royalty acres (standardized to a 1/8th royalty interest) and deployed $12.2 million in capital. The Company deployed substantially all of its mineral acquisition capital in the third quarter to the Permian Basin. Third quarter acquisitions are expected to deliver near-term production and cash flow growth with the addition of 26 gross DUCs (0.1 net) and 45 gross permits (0.2 net) to inventory counts. The table below summarizes the Company’s approximate mineral and royalty interest ownership as of the dates indicated. Delaware Midland Anadarko DJ Williston Total Net Royalty Acres September 30, 2022 30,150 9,235 9,850 24,755 8,185 82,175 June 30, 2022 30,010 9,015 9,850 24,755 8,180 81,810 Acres Added and (Sold) Q/Q 140 220 — — 5 365 % Added and (Sold) Q/Q —% 2% —% —% —% —% DUC Conversions Updates During the third quarter 2022, the Company identified 307 gross (1.9 net) horizontal wells converted to production, which represented 30% of its net DUC inventory as of the second quarter 2022 (28% of gross DUCs). Well conversions to proved developed producing during third quarter are summarized in the table below: Q3 2022 Wells Converted to Proved Developed Producing Gross Net DUCs 307 1.9 Acquired Wells Net of Divestitures 71 0.2 Converted Permitted and Other 3 (0.1) Total 381 2.0 Drilling Activity Update During the third quarter 2022, the Company identified 207 gross (1.7 net) wells spud on its mineral position, which represents a 13% sequential increase from the second quarter 2022 on a net well basis. Brigham’s average quarterly gross and net wells spud from 2019 through the second quarter 2022 relative to the third quarter 2022 are summarized in the table below: 2019(1) 2020(1) 2021(1) Q1 22 Q2 22 Q3 22 Gross Wells Spud 219 95 164 238 253 207 Net Wells Spud 1.4 0.7 1.3 2.1 1.5 1.7 (1) Amounts represent average quarterly numbers during the year. DUC and Permit Inventory Update The Company expects future production volumes will be driven by the continued conversion of its DUC and permit inventory. Brigham’s gross and net DUC and permit inventory as of September 30, 2022 by basin is outlined in the table below: Development Inventory by Basin(1) Delaware Midland Anadarko DJ Williston Total Gross Inventory DUCs 207 368 18 166 170 929 Permits 355 149 5 149 199 857 Net Inventory DUCs 2.5 1.8 0.1 2.0 0.4 6.7 Permits 2.0 0.7 — 0.9 0.4 4.1 (1) Individual amounts may not add to totals due to rounding. FINANCIAL UPDATE For the three months ended September 30, 2022, crude oil, natural gas and NGL production volumes increased 15% to 15,000 Boe/d as compared to the three months ended June 30, 2022 and increased 65% as compared to the same prior-year period. During the three months ended September 30, 2022, we collected revenues attributable to first payments received on production from numerous new wells turned-in-line at high initial flow rates on high-interest acreage in the Delaware and Midland basins. We typically receive first payment from an operator several months or longer after initial production, which typically covers multiple months of production, and as such, high-interest wells or wells with robust initial production rates can have a significant impact on revenues for the period in which first payments are collected. For the three months ended September 30, 2022, average realized prices were $97.20 per barrel of oil, $7.09 per Mcf of natural gas, and $30.70 per barrel of NGL, for a total equivalent price of $67.21 per Boe. This represents a 12% decrease relative to the three months ended June 30, 2022 and a 39% increase relative to the same prior-year period. The Company's net income for the three months ended September 30, 2022 was $44.4 million, inclusive of $7.8 million of merger related costs. Adjusted Net Income for three months ended September 30, 2022 was $52.2 million, excluding $7.8 million of merger related costs, up 4% from the three months ended June 30, 2022 and up 176% relative to the same prior-year period. Adjusted EBITDA was $82.1 million for the three months ended September 30, 2022, up 3% from the three months ended June 30, 2022 and up 135% relative to the same prior-year period. Adjusted EBITDA ex lease bonus was $80.7 million for the three months ended September 30, 2022, up 2% from the three months ended June 30, 2022 and up 141% from the same prior-year period. Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA ex lease bonus are Non-GAAP financial measures. For a definition of Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA ex lease bonus and a reconciliation to our most directly comparable measure calculated and presented in accordance with GAAP, please read "Non-GAAP Financial Measures” below. As of September 30, 2022, the Company had a cash balance of $33.0 million and $217.0 million of undrawn revolver capacity under its credit facility, providing the Company with total liquidity of $250.0 million. Results of Operations Unaudited Financial and Operational Results Three Months Ended Nine Months Ended ($ in thousands, except for realized prices and unit expenses) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021 Operating Revenues Oil sales $ 67,132 $ 66,415 $ 184,235 $ 78,022 Natural gas sales 16,016 13,968 40,296 19,450 NGL sales 9,602 10,020 28,617 12,182 Total mineral and royalty revenue $ 92,750 $ 90,403 $ 253,148 $ 109,654 Lease bonus and other revenue 1,456 476 3,365 3,894 Total Revenues $ 94,206 $ 90,879 $ 256,513 $ 113,548 Production Oil (MBbls) 691 612 1,855 1,245 Natural gas (MMcf) 2,259 2,011 6,138 4,441 NGLs (MBbls) 312 237 769 471 Equivalents (MBoe) 1,379 1,185 3,647 2,456 Equivalents per day (Boe/d) 15,000 13,019 13,361 8,996 Realized Prices ($/Boe) Oil ($/Bbl) $ 97.20 $ 108.37 $ 99.32 $ 62.68 Natural gas ($/Mcf) 7.09 6.95 6.56 4.38 NGLs ($/Bbl) 30.70 42.31 37.19 25.87 Average Realized Price $ 67.21 $ 76.31 $ 69.40 $ 44.65 Operating Expenses Gathering, transportation and marketing $ 2,962 $ 2,246 $ 7,211 $ 4,967 Severance and ad valorem taxes 5,972 5,361 15,664 6,505 Depreciation, depletion, and amortization 14,964 13,449 40,726 27,129 General and administrative (before share-based compensation) 10,914 3,587 18,929 9,331 Total operating expenses (before share-based compensation) $ 34,812 $ 24,643 $ 82,530 $ 47,932 General and administrative, share-based compensation 1,961 1,959 5,401 7,537 Total Operating Expenses $ 36,773 $ 26,602 $ 87,931 $ 55,469 Income from Operations $ 57,433 $ 64,277 $ 168,582 $ 58,079 Other expenses: Interest expense, net (1,046 ) (1,154 ) (3,114 ) (1,105 ) Other income, net 6 14 40 51 Income Before Taxes $ 56,393 $ 63,137 $ 165,508 $ 57,025 Income tax expense 11,950 12,957 31,820 10,717 Net Income $ 44,443 $ 50,180 $ 133,688 $ 46,308 Less: Net income attributable to non-controlling interest (5,984 ) (7,931 ) (21,998 ) (12,311 ) Net income attributable to Brigham Minerals, Inc. stockholders $ 38,459 $ 42,249 $ 111,690 $ 33,997 Three Months Ended Nine Months Ended Unit Expenses ($/Boe) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021 Gathering, transportation and marketing $ 2.15 $ 1.90 $ 1.98 $ 2.02 Severance and ad valorem taxes 4.33 4.52 4.29 2.65 Depreciation, depletion and amortization 10.84 11.35 11.17 11.05 General and administrative (before share-based compensation) (1) 7.91 3.03 5.19 3.80 General and administrative, share-based compensation 1.42 1.65 1.48 3.07 Interest expense, net 0.76 0.97 0.85 0.45 (1) General and administrative expenses (before share-based compensation) for the three months ended September 30, 2022 include costs related to the Mergers of $7.8 million, or $5.63 per Boe. General and administrative expenses (before share-based compensation) for the nine months ended September 30, 2022 include costs related to the Mergers of $7.8 million, or $2.13 per Boe. Quarterly Cash Dividend The Company’s Board of Directors (the “Board”) has declared a quarterly cash dividend incorporating results for the third quarter 2022 of $0.81 per share of Class A common stock at a 75% payout ratio. This represents a 5% increase compared to the dividend declared for the second quarter of 2022. The third quarter dividend represents a base dividend of $0.16 per share and a variable dividend of $0.65 per share and will be paid on November 25, 2022 to holders of record as of November 18, 2022. An amount equal to the cash dividend per share will also be set aside for each outstanding award granted under the long-term incentive plan for payment upon the vesting of such awards in accordance with their terms. Future declarations of dividends are subject to approval by the Board and to the Board’s continuing determination that the declarations of dividends are in the best interests of the Company and its shareholders. Future dividends may be adjusted at the Board’s discretion based on market conditions and capital availability. Non-GAAP Financial Measures Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow, Discretionary Cash Flow ex lease bonus, and Net Debt are non-GAAP supplemental financial measures used by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis. We define Adjusted Net Income as net income excluding the impacts of merger related costs. We define Adjusted EBITDA as Adjusted Net Income before depreciation, depletion and amortization, share-based compensation expense, interest expense, and income tax expense, less other income. We define Adjusted EBITDA ex lease bonus as Adjusted EBITDA further adjusted to eliminate the impacts of lease bonus and other revenues we receive due to the unpredictability of timing of the revenue. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We define Discretionary Cash Flow as Adjusted EBITDA, less cash interest expense and cash taxes. We define Discretionary Cash Flow ex lease bonus as Discretionary Cash Flow further adjusted to eliminate the impacts of lease bonus and other revenues. We define Net Debt as total debt less cash and cash equivalents. Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow, Discretionary Cash Flow ex lease bonus, and Net Debt do not represent and should not be considered alternatives to, or more meaningful than, net income or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow and Discretionary Cash Flow ex lease bonus have important limitations as analytical tools because they exclude some but not all items that affect net income, the most directly comparable GAAP financial measure. Net Debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Our computation of Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow, Discretionary Cash Flow ex lease bonus, and Net Debt may differ from computations of similarly titled measures of other companies. The following tables present a reconciliation of Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow, Discretionary Cash Flow ex lease bonus, and Net Debt to the most directly comparable GAAP financial measure for the periods indicated. SUPPLEMENTAL SCHEDULES Reconciliation of Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex Lease Bonus and Adjusted EBITDA Margin Three Months Ended Nine Months Ended ($ In thousands) September 30, 2022 June 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net Income $ 44,443 $ 50,180 $ 18,911 $ 133,688 $ 46,308 Add: Merger-related costs 7,769 — — 7,769 — Adjusted Net Income $ 52,212 $ 50,180 $ 18,911 $ 141,457 $ 46,308 Add: Depreciation, depletion, and amortization 14,964 13,449 8,682 40,726 27,129 Share-based compensation expense 1,961 1,959 2,682 5,401 7,537 Interest expense, net 1,046 1,154 451 3,114 1,105 Income tax expense 11,950 12,957 4,214 31,820 10,717 Less: Other income, net 6 14 36 40 51 Adjusted EBITDA $ 82,127 $ 79,685 $ 34,904 $ 222,478 $ 92,745 Less: Lease bonus and other revenue 1,456 476 1,491 3,365 3,894 Adjusted EBITDA ex Lease Bonus $ 80,671 $ 79,209 $ 33,413 $ 219,113 $ 88,851 Memo: Adjusted EBITDA Margin Revenue $ 94,206 $ 90,879 $ 41,964 $ 256,513 $ 113,548 Adjusted EBITDA $ 82,127 $ 79,685 $ 34,904 $ 222,478 $ 92,745 Adjusted EBITDA Margin 87 % 88 % 83 % 87 % 82 % Reconciliation of Discretionary Cash Flow and Discretionary Cash Flow ex Lease Bonus Three Months Ended ($ In thousands, except per share amounts) September 30, 2022 June 30, 2022 September 30, 2021 Adjusted EBITDA(1) $ 82,127 $ 79,685 $ 34,904 Less: Adjusted EBITDA attributable to non-controlling interest (8,517 ) (8,869 ) (7,094 ) Adjusted EBITDA attributable to Class A common stock $ 73,610 $ 70,816 $ 27,810 Less: Cash interest expense 782 989 368 Cash taxes 12,091 13,500 3,238 Dividend equivalent rights 1,119 887 645 Discretionary cash flow to Class A common stock $ 59,618 $ 55,440 $ 23,559 Less: Lease bonus 1,305 423 1,188 Discretionary cash flow ex lease bonus to Class A common stock $ 58,313 $ 55,017 $ 22,371 Payout Ratio: 75 % 75 % 80 % Distributed cash flow to Class A common stock $ 43,735 $ 41,263 $ 17,897 Shares of Class A common stock 54,175 53,721 45,245 Distributed cash flow per share of Class A common stock — Dividend $ 0.81 $ 0.77 $ 0.40 (1) Refer to Reconciliation of Adjusted EBITDA from Net Income above. Reconciliation of Net Debt ($ In thousands) September 30, 2022 June 30, 2022 December 31, 2021 Total Debt $ 73,000 $ 73,000 $ 93,000 Less: Cash and Cash Equivalents 32,995 24,103 20,819 Net Debt $ 40,005 $ 48,897 $ 72,181 Condensed Consolidated Balance Sheets September 30, December 31, (In thousands, except share amounts) 2022 2021 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 32,995 $ 20,819 Restricted cash 6,629 200 Accounts receivable 63,317 30,539 Prepaid expenses and other 3,196 3,145 Total current assets 106,137 54,703 Oil and gas properties, at cost, using the full cost method of accounting: Unevaluated property 310,783 338,613 Evaluated property 754,418 633,138 Less accumulated depreciation, depletion, and amortization (354,361 ) (239,612 ) Oil and gas properties, net 710,840 732,139 Other property and equipment 3,559 2,060 Less accumulated depreciation (1,629 ) (1,280 ) Other property and equipment, net 1,930 780 Operating lease right-of-use asset 5,883 6,764 Deferred tax asset 39,485 25,308 Other assets, net 1,202 1,183 Total assets $ 865,477 $ 820,877 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 21,923 $ 20,473 Current operating lease liability 1,211 1,178 Total current liabilities 23,134 21,651 Long-term bank debt 73,000 93,000 Non-current operating lease liability 4,831 5,742 Other non-current liabilities 2,427 810 Equity: Preferred stock, $0.01 par value; 50,000,000 authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021 — — Class A common stock, $0.01 par value; 400,000,000 authorized, 54,734,157 shares issued and 54,175,458 shares outstanding at September 30, 2022; 400,000,000 authorized, 48,796,518 shares issued and 48,359,888 shares outstanding at December 31, 2021 547 488 Class B common stock, $0.01 par value; 150,000,000 authorized, 6,270,684 shares issued and outstanding at September 30, 2022; 150,000,000 authorized, 11,371,517 shares issued and outstanding at December 31, 2021 — — Additional paid-in capital 760,879 634,564 Accumulated deficit (91,218 ) (105,096 ) Treasury stock, at cost; 558,699 shares at September 30, 2022 and 436,630 shares at December 31, 2021 (6,338 ) (3,527 ) Total equity attributable to Brigham Minerals, Inc. 663,870 526,429 Non-controlling interests 98,215 173,245 Total equity $ 762,085 $ 699,674 Total liabilities and equity $ 865,477 $ 820,877 Unaudited Condensed Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2022 2021 2022 2021 REVENUES Mineral and royalty revenues $ 92,750 $ 40,473 $ 253,148 $ 109,654 Lease bonus and other revenues 1,456 1,491 3,365 3,894 Total revenues 94,206 41,964 256,513 113,548 OPERATING EXPENSES Gathering, transportation and marketing 2,962 1,641 7,211 4,967 Severance and ad valorem taxes 5,972 2,372 15,664 6,505 Depreciation, depletion, and amortization 14,964 8,682 40,726 27,129 General and administrative 12,875 5,729 24,330 16,868 Total operating expenses 36,773 18,424 87,931 55,469 INCOME FROM OPERATIONS 57,433 23,540 168,582 58,079 Interest expense, net (1,046 ) (451 ) (3,114 ) (1,105 ) Other income, net 6 36 40 51 Income before income taxes 56,393 23,125 165,508 57,025 Income tax expense 11,950 4,214 31,820 10,717 NET INCOME $ 44,443 $ 18,911 $ 133,688 $ 46,308 Less: Net income attributable to non-controlling interest (5,984 ) (4,698 ) (21,998 ) (12,311 ) Net income attributable to Brigham Minerals, Inc. stockholders $ 38,459 $ 14,213 $ 111,690 $ 33,997 NET INCOME PER COMMON SHARE Basic $ 0.71 $ 0.31 $ 2.16 $ 0.77 Diluted $ 0.69 $ 0.31 $ 2.09 $ 0.75 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 53,943 45,198 51,663 44,216 Diluted 55,942 45,888 53,463 45,056 Unaudited Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30, (In thousands) 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 133,688 $ 46,308 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 40,726 27,129 Share-based compensation expense 5,401 7,537 Amortization of debt issuance costs 467 217 Deferred income tax expense 2,499 2,794 Credit losses 274 144 Changes in operating assets and liabilities: (Increase) in accounts receivable (33,052 ) (10,999 ) (Increase) in other current assets (49 ) (1,753 ) Increase in accounts payable and accrued liabilities 12,773 968 Increase in other long-term liabilities — 20 Net cash provided by operating activities $ 162,727 $ 72,365 CASH FLOWS FROM INVESTING ACTIVITIES Additions to oil and gas properties (71,748 ) (49,203 ) Additions to other fixed assets (1,373 ) (28 ) Proceeds from sale of oil and gas properties, net 74,370 4,441 Net cash provided by (used in) investing activities $ 1,249 $ (44,790 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments of long-term debt (70,000 ) (4,000 ) Borrowing of long-term debt 50,000 37,000 Offering costs of Class A common stock (78 ) — Dividends paid (97,574 ) (41,374 ) Distribution to holders of non-controlling interest (17,490 ) (12,668 ) Debt issuance costs (486 ) (247 ) Payment of employee tax withholding for settlement of equity compensation awards (9,743 ) (1,136 ) Net cash used in financing activities $ (145,371 ) $ (22,425 ) Change in cash and cash equivalents and restricted cash 18,605 5,150 Cash and cash equivalents and restricted cash, beginning of period 21,019 9,144 Cash and cash equivalents and restricted cash, end of period $ 39,624 $ 14,294 Supplemental disclosure of non-cash activity: Accrued capital expenditures $ 284 $ 36 Capitalized share-based compensation cost $ 4,476 $ 5,475 Issuance of Class A common stock for acquisitions of oil and gas properties, net $ 17,629 $ — Temporary equity cumulative adjustment to carrying value $ — $ 54,294 Supplemental cash flow information: Cash payments for loan commitment fees and interest $ (2,789 ) $ (898 ) Tax payments, net of refunds $ (23,655 ) $ (6,481 ) ABOUT BRIGHAM MINERALS, INC. Brigham Minerals is an Austin, Texas, based company that acquires and actively manages a portfolio of mineral and royalty interests in the core of some of the most active, highly economic, liquids-rich resource basins across the continental United States. Brigham Minerals’ assets are located in the Delaware and Midland Basins in West Texas and New Mexico, the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. The Company’s primary business objective is to maximize risk-adjusted total return to its shareholders by both capturing organic growth in its existing assets as well as leveraging its highly experienced technical evaluation team to continue acquiring minerals. Cautionary Statement Concerning Forward-Looking Statements This press release contains forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements pertaining to our pending merger with Sitio and the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including production and other guidance within this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, operator capital discipline and inflation impacts on their cash flows, the Company’s ability to integrate acquisitions into its existing business, changes in oil, natural gas and NGL prices, weather and environmental conditions, the timing of planned capital expenditures, availability of and competition for acquisitions, operational factors affecting the commencement or maintenance of producing wells on the Company’s properties, the condition of the capital markets generally, as well as the Company’s ability to access them, economic and competitive conditions, including those resulting from the current conflict between Russia and Ukraine and elevated inflation levels resulting from global supply and demand imbalances, the proximity to and capacity of transportation, uncertainties regarding environmental regulations or litigation, global or national health events, such as the COVID-19 pandemic, potential future pandemics, the actions of the Organization of Petroleum Exporting Countries and other significant producers and governments and the ability of such producers to agree to and maintain oil price and production controls and other legal or regulatory developments affecting the Company’s business and other important factors. These and other applicable uncertainties, factors and risks are described more fully in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise except as required by applicable law.

AUSTIN, Texas--(BUSINESS WIRE)--Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals,” “Brigham,” or the “Company”), a leading mineral and royalty interest acquisition company, today announced record operational and financial results for the quarter ended September 30, 2022.

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AUSTIN, Texas--(BUSINESS WIRE)--Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals” or “the Company”), a leading mineral and royalty interest acquisition company, plans to announce third quarter 2022 operating and financial results after market close on Thursday, November 3, 2022. Due to the pending merger, Brigham Minerals will not host a conference call. About Brigham Minerals, Inc. Brigham Minerals is an Austin, Texas based company that acquires and actively manages a portfolio of mineral and royalty interests in the core of some of the most active, highly economic, liquids-rich resource basins across the continental United States. Brigham Minerals’ assets are located in the Permian Basin in Texas and New Mexico, the SCOOP and STACK plays in the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. The Company’s primary business objective is to maximize risk-adjusted total return to its shareholders by both capturing organic growth in its existing assets as well as leveraging its highly experienced technical evaluation team to continue acquiring minerals.

AUSTIN, Texas--(BUSINESS WIRE)--Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals” or “the Company”), a leading mineral and royalty interest acquisition company, plans to announce third quarter 2022 operating and financial results after market close on Thursday, November 3, 2022.

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Brigham Minerals (MNRL) has an impressive earnings surprise history and currently possesses the right combination of the two key ingredients for a likely beat in its next quarterly report.

NEW YORK , Oct. 6, 2022 /PRNewswire/ -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: CarLotz, Inc. (NASDAQ: LOTZ)'s  sale to Shift Technologies, Inc. for 0.692158 shares of Shift common stock for each share of CarLotz common stock. If you are a CarLotz shareholder, click here to learn more about your rights and options.