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Conduent to Report Fourth-Quarter and Full-Year 2024 Financial Results on Feb. 12, 2025

Conduent to Report Fourth-Quarter and Full-Year 2024 Financial Results on Feb. 12, 2025

FLORHAM PARK, N.J.–(BUSINESS WIRE)–Conduent Incorporated (Nasdaq: CNDT), a global technology-led business solutions and services company, plans to report its fourth-quarter and full-year 2024 financial results on Wednesday, February 12 before market open. Management will present the results during a conference call and webcast at 9:00 a.m. ET.

The call will be available by live audio cast along with the news release and online presentation slides at https://investor.conduent.com.

The conference call will also be available by calling 877-407-4019 toll free. If requested, the conference ID 13750544.

The international dial-in is +1 201-689-8337. The international conference ID is also 13750544.

A recording of the conference call will be available by calling 877-660-6853 three hours after the conference call concludes. The access ID for the recording is 13750544.

The call recording will be available until February 26, 2025.

We look forward to your participation.

About Conduent

Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 55,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $100 billion in government payments annually, enabling 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing nearly 13 million tolling transactions every day. Learn more atwww.conduent.com.

Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives and views, visit http://twitter.com/Conduent, http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent.

Trademarks

Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

Media:

Sean Collins, Conduent, +1-310-497-9205, [email protected]

Investor Relations:

Giles Goodburn, Conduent, [email protected]

KEYWORDS: New Jersey United States North America

INDUSTRY KEYWORDS: Professional Services Technology Other Professional Services Software Fintech Outsourcing Business

MEDIA:

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Dropbox to Announce Fourth Quarter and Fiscal 2024 Earnings Results

Dropbox to Announce Fourth Quarter and Fiscal 2024 Earnings Results

SAN FRANCISCO–(BUSINESS WIRE)–
Dropbox, Inc. (NASDAQ: DBX) announced today that it will report financial results for the fourth quarter and fiscal year ended December 31, 2024 after market close on Thursday, February 20, 2025. The company will also hold a conference call on the same day at 2:00 PM PT / 5:00 PM ET to discuss its financial results with the investment community.

A live webcast and replay of the conference call can be accessed from the Dropbox investor relations website at http://investors.dropbox.com.

About Dropbox

Dropbox is one place to keep life organized and keep work moving. With more than 700 million registered users across 180 countries, we’re on a mission to design a more enlightened way of working. Dropbox is headquartered in San Francisco, CA. For more information on our mission and products, visit dropbox.com.

Investors:

Peter Stabler

[email protected]

Media:

Alissa Stewart

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Internet Data Management Apps/Applications Technology Software

MEDIA:

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Archrock Increases Quarterly Cash Dividend

HOUSTON, Jan. 30, 2025 (GLOBE NEWSWIRE) — Archrock, Inc. (NYSE: AROC) (“Archrock” or the “Company”) today announced that its Board of Directors has declared an increased quarterly dividend of $0.19 per share of common stock, or $0.76 per share on an annualized basis. The fourth quarter 2024 dividend will be paid on February 19, 2025 to all stockholders of record on February 12, 2025.

The fourth quarter 2024 dividend per share amount represents an increase of 9 percent over the Archrock third quarter 2024 dividend level and an increase of 15 percent over the Archrock fourth quarter 2023 dividend level.

“We are implementing the fifth increase in Archrock’s quarterly cash dividend since January of 2023, reflecting our high utilization and our transformed platform, which are delivering strong and consistent results,” said Brad Childers, Archrock’s President and Chief Executive Officer.

“We remain committed to increasing cash returns to shareholders, while maintaining prudent dividend coverage and leverage ratios, as well as investing in high-return assets to support our customers and grow our natural gas intensive compression business given the strongly robust market we continue to experience. We look forward to updating you on our results and providing 2025 guidance on our earnings call in February,” concluded Childers.    

About Archrock

Archrock is an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping its customers produce, compress and transport natural gas in a safe and environmentally responsible way. Headquartered in Houston, Texas, Archrock is a premier provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment. For more information on how the Company embodies its purpose, WE POWER A CLEANER AMERICATM, visit www.archrock.com.

Forward-Looking Statements

This press release contains forward-looking statements, which include statements about Archrock’s future financial performance and dividends. These statements are not guarantees of future performance or actions. Forward-looking statements rely on a number of assumptions concerning future events and are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Archrock expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in Archrock’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Archrock’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 and as set forth from time to time in Archrock’s filings with the Securities and Exchange Commission. These filings are available online at www.sec.gov and www.archrock.com.


For information, contact:

Megan Repine
Vice President, Investor Relations
(281) 836-8360
[email protected]



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Orchid Island Capital Announces Fourth Quarter 2024 Results

VERO BEACH, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — Orchid Island Capital, Inc. (NYSE:ORC) (“Orchid” or the “Company”), a real estate investment trust (“REIT”), today announced results of operations for the three and twelve month periods ended December 31, 2024.

Fourth Quarter 2024 Results

  • Net income of $5.6 million, or $0.07 per common share, which consists of:
    • Net interest income of $8.1 million, or $0.10 per common share
    • Total expenses of $4.4 million, or $0.05 per common share
    • Net realized and unrealized gains of $1.8 million, or $0.02 per common share, on RMBS and derivative instruments, including net interest income on interest rate swaps
  • Fourth quarter total dividends declared and paid of $0.36 per common share
  • Total return of 0.60%, comprised of $0.36 dividends per common share and a $0.31 decrease in book value per common share, divided by beginning book value per common share

Full-year 2024 Results

  • Net income of $37.8 million, or $0.57 per common share, which consists of:
    • Net interest income of $5.3 million, or $0.08 per common share
    • Total expenses of $16.7 million, or $0.26 per common share
    • Net realized and unrealized gains of $49.1 million, or $0.75 per common share, on RMBS and derivative instruments, including net interest income on interest rate swaps
  • Full year total dividends declared and paid of $1.44 per common share
  • Total return of 4.73%, comprised of $1.44 dividends per common share and a $1.01 decrease in book value per common share, divided by beginning book value per common share

Other Financial Highlights

  • Book value per common share of $8.09 at December 31, 2024
  • Orchid maintained a strong liquidity position of $353.6 million in cash and cash equivalents and unpledged securities (net of unsettled purchased securities), or 53% of stockholder’s equity as of December 31, 2024
  • Borrowing capacity in excess of December 31, 2024 outstanding repurchase agreement balances of $5,025.5 million, spread across 25 active lenders
  • Company to discuss results on Friday, January 31, 2025, at 10:00 AM ET
  • Supplemental materials to be discussed on the call can be downloaded from the investor relations section of the Company’s website at https://ir.orchidislandcapital.com

Management Commentary

Commenting on the fourth quarter results, Robert E. Cauley, Chairman and Chief Executive Officer, said, “The outlook for the fixed income market pivoted early in the fourth quarter of 2024.  As the third quarter came to an end, inflation was falling towards the Federal Reserve’s (the “Fed”) 2% target, the labor market was cooling, hiring levels had moderated and the unemployment rate was slowly creeping higher. As a result of these economic conditions, the Fed finally lowered the Fed funds rate by 50 basis points in September 2024.  At the time, the market expected the Fed to lower the rate by over 200 basis points over the next 18 months. Beginning early in the fourth quarter, the incoming data turned.  Readings on the labor market stabilized and hiring stopped slowing.  The unemployment rate appeared to plateau and most importantly, inflation data appeared “sticky”, as the decline previously in place seemed to lose momentum and remained above the Fed’s 2% target level. In early November, the Republican party swept the national elections, with the new president having a very pro-growth agenda for the country.  By the end of 2024, the Fed had lowered the Fed funds rate two more times – by 25 basis points in each case.  With the Fed funds rate lowered by 100 basis points over the course of the third and fourth quarters and the outlook reversing as described above, the Treasury curve shifted higher and is no longer inverted between the Fed funds level and the 10-year point, or between the 2-year and 10-year points. The Agency RMBS market generated negative total returns for the fourth quarter and was one of the worst performing sectors of the fixed income markets.  Returns for the Agency RMBS market versus comparable duration swaps, a proxy for returns for levered bond investors such as the Company, were also negative, albeit far less so than the absolute returns.

“In spite of the elevated level of interest rates and poor performance of the Agency RMBS asset class for the quarter, Orchid generated a positive return of 0.6% for the fourth quarter (unannualized) as our book value decline of $0.31 was offset by dividends declared and paid of $0.36 during the quarter. These figures compare to a 2.1% return (unannualized) for the third quarter of 2024 as the market rallied given the onset of the Fed easing cycle described above. For the year ended December 31, 2024, Orchid generated a total return of 4.73% versus (8.63)% for 2023. 

“With the economy remaining quite strong, inflation sticky and fiscal deficits likely to remain elevated, we believe upward pressure on longer-term rates may persist and additional interest rate cuts by the Fed will be modest.  We have retained a bar-bell strategy in our Agency RMBS portfolio with an up-in-coupon bias and leverage near the lower end of our typical range.  We used a combination of new capital raised via our ATM program, paydowns and sales of some lower coupon securities to add to our higher coupon holdings, in all cases with favorable prepayment characteristics acquired at modest pay-ups to TBA securities.  With dollar-roll levels elevated, we moved our TBA hedge positions to short Treasury future positions.  While we have shifted our portfolio over the course of 2024 towards an up-in-coupon bias, we still maintain significant lower coupon holdings and in securities with significant seasoning, resulting in attractive returns due to prepayments well above typical turnover levels and performance when and if the market rallies.”

Details of Fourth Quarter 2024 Results of Operations

The Company reported net income of $5.6 million for the three month period ended December 31, 2024, compared with net income of $27.1 million for the three month period ended December 31, 2023. The Company increased its average Agency RMBS portfolio during the fourth quarter of 2024, from $5.0 billion for the quarter ended September 30, 2024 to $5.3 billion for the quarter ended December 31, 2024. Interest income on the portfolio in the fourth quarter was up approximately $4.4 million from the third quarter of 2024. The yield on our average Agency RMBS decreased from 5.43% in the third quarter of 2024 to 5.38% for the fourth quarter of 2024, repurchase agreement borrowing costs decreased from 5.62% for the third quarter of 2024 to 4.98% for the fourth quarter of 2024, and our net interest spread increased from (0.19)% in the third quarter of 2024 to 0.40% in the fourth quarter of 2024.

Book value decreased by $0.31 per share in the fourth quarter of 2024. The decrease in book value reflects our net income of $0.07 per share and the dividend distribution of $0.36 per share. The Company recorded net realized and unrealized gains of $0.02 per share on Agency RMBS assets and derivative instruments, including net interest income on interest rate swaps.

Details of Full Year 2024 Results of Operations

The Company reported net income of $37.7 million for the year ended December 31, 2024, compared with a net loss of $39.2 million for the year ended December 31, 2023. Interest income on the portfolio in the year ended December 31, 2024 was approximately $241.6 million and the yield on our average Agency RMBS was 5.25%. Repurchase agreement interest expense was $236.3 million during 2024 with an average cost of 5.35%.

Book value decreased by $1.01 per share in the year ended December 31, 2024. The decrease in book value reflects our net income of $0.57 per share and the dividend distribution of $1.44 per share. The Company recorded net realized and unrealized gains of $0.75 per share on Agency RMBS assets and derivative instruments, including net interest income on interest rate swaps.

Prepayments

For the quarter ended December 31, 2024, Orchid received $185.0 million in scheduled and unscheduled principal repayments and prepayments, which equated to a 3-month constant prepayment rate (“CPR”) of approximately 10.5%. Prepayment rates on the two RMBS sub-portfolios were as follows (in CPR):

      Structured    
  PT RMBS   RMBS   Total
Three Months Ended Portfolio (%)   Portfolio (%)   Portfolio (%)
December 31, 2024 10.6   7.0   10.5
September 30, 2024 8.8   6.4   8.8
June 30, 2024 7.6   7.1   7.6
March 31, 2024 6.0   5.9   6.0
December 31, 2023 5.4   7.9   5.5
September 30, 2023 6.1   5.7   6.0
June 30, 2023 5.6   7.0   5.6
March 31, 2023 3.9   5.7   4.0
           

Portfolio

The following tables summarize certain characteristics of Orchid’s PT RMBS (as defined below) and structured RMBS as of December 31, 2024 and December 31, 2023:

($ in thousands)                                  
                            Weighted    
            Percentage             Average    
            of     Weighted     Maturity    
    Fair     Entire     Average     in   Longest
Asset Category   Value     Portfolio     Coupon     Months   Maturity
December 31, 2024                                  
Fixed Rate RMBS   $ 5,237,812       99.7 %     5.03 %     330   1-Nov-54
Interest-Only Securities     15,308       0.3 %     4.01 %     212   25-Jul-48
Inverse Interest-Only Securities     190       0.0 %     0.00 %     261   15-Jun-42
Total Mortgage Assets   $ 5,253,310       100.0 %     4.99 %     328   1-Nov-54
December 31, 2023                                  
Fixed Rate RMBS   $ 3,877,082       99.6 %     4.33 %     334   1-Nov-53
Interest-Only Securities     16,572       0.4 %     4.01 %     223   25-Jul-48
Inverse Interest-Only Securities     358       0.0 %     0.00 %     274   15-Jun-42
Total Mortgage Assets   $ 3,894,012       100.0 %     4.30 %     331   1-Nov-53

($ in thousands)                                
    December 31, 2024     December 31, 2023  
            Percentage of             Percentage of  
Agency   Fair Value     Entire Portfolio     Fair Value     Entire Portfolio  
Fannie Mae   $ 3,693,032       70.3 %   $ 2,714,192       69.7 %
Freddie Mac     1,560,278       29.7 %     1,179,820       30.3 %
Total Portfolio   $ 5,253,310       100.0 %   $ 3,894,012       100.0 %

    December 31, 2024     December 31, 2023  
Weighted Average Pass-through Purchase Price   $ 102.45     $ 104.10  
Weighted Average Structured Purchase Price   $ 18.74     $ 18.74  
Weighted Average Pass-through Current Price   $ 96.44     $ 95.70  
Weighted Average Structured Current Price   $ 14.38     $ 13.51  
Effective Duration(1)     4.200       4.400  

(1)   Effective duration of 4.200 indicates that an interest rate increase of 1.0% would be expected to cause a 4.200% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2024. An effective duration of 4.400 indicates that an interest rate increase of 1.0% would be expected to cause a 4.400% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2023. These figures include the structured securities in the portfolio, but do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.
     

Financing, Leverage and Liquidity

As of December 31, 2024, the Company had outstanding repurchase obligations of approximately $5,025.5 million with a net weighted average borrowing rate of 4.66%. These agreements were collateralized by RMBS with a fair value, including accrued interest, of approximately $5,231.9 million. The Company’s adjusted leverage ratio, defined as the balance of repurchase agreement liabilities divided by stockholders’ equity, at December 31, 2024 was 7.5:1. At December 31, 2024, the Company’s liquidity was approximately $353.6 million consisting of cash and cash equivalents and unpledged securities (not including unsettled securities purchases). To enhance our liquidity even further, we may pledge more of our structured RMBS as part of a repurchase agreement funding, but retain the cash in lieu of acquiring additional assets.  In this way we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood we will have to sell assets in a distressed market in order to raise cash. Below is a list of our outstanding borrowings under repurchase obligations at December 31, 2024.

($ in thousands)                                        
                    Weighted             Weighted  
    Total             Average             Average  
    Outstanding     % of     Borrowing     Amount     Maturity  
Counterparty   Balances     Total     Rate     at Risk

(1)
 		    in Days  
Merrill Lynch, Pierce, Fenner & Smith     360,113       7.2 %     4.67 %   $ 10,390       21  
ABN AMRO Bank N.V.     335,584       6.7 %     4.60 %     9,715       17  
RBC Capital Markets, LLC     267,565       5.3 %     4.68 %     8,326       21  
Cantor Fitzgerald & Co     254,445       5.1 %     4.74 %     12,734       8  
DV Securities, LLC Repo     251,638       5.0 %     4.63 %     10,243       28  
MUFG Securities Canada, Ltd.     248,084       4.9 %     4.62 %     6,672       13  
Mitsubishi UFJ Securities (USA), Inc.     244,546       4.9 %     4.66 %     12,979       13  
J.P. Morgan Securities LLC     241,633       4.8 %     4.77 %     12,359       8  
Daiwa Securities America Inc.     232,972       4.6 %     4.62 %     9,185       23  
Goldman, Sachs & Co     232,011       4.6 %     4.63 %     12,496       27  
Wells Fargo Bank, N.A.     227,854       4.5 %     4.76 %     7,917       17  
Citigroup Global Markets Inc     226,627       4.5 %     4.62 %     11,888       27  
Marex Capital Markets Inc.     211,474       4.2 %     4.62 %     8,937       21  
ASL Capital Markets Inc.     210,826       4.2 %     4.63 %     10,771       24  
ING Financial Markets LLC     208,713       4.2 %     4.63 %     8,103       30  
The Bank of Nova Scotia     192,117       3.8 %     4.66 %     6,175       21  
Bank of Montreal     191,010       3.8 %     4.60 %     9,982       21  
South Street Securities, LLC     184,014       3.7 %     4.71 %     9,115       22  
Mirae Asset Securities (USA) Inc.     176,902       3.5 %     4.76 %     6,843       139  
Clear Street LLC     163,116       3.3 %     4.54 %     6,458       79  
StoneX Financial Inc.     151,169       3.0 %     4.63 %     7,683       17  
Banco Santander SA     90,417       1.8 %     4.75 %     5,117       17  
Nomura Securities International, Inc.     70,878       1.4 %     4.64 %     3,901       17  
Lucid Prime Fund, LLC     29,149       0.6 %     4.70 %     1,436       16  
Wells Fargo Securities, LLC     22,686       0.4 %     4.88 %     4,876       23  
Total / Weighted Average   $ 5,025,543       100.0 %     4.66 %   $ 214,301       26  

(1)   Equal to the sum of the fair value of securities sold, accrued interest receivable and cash posted as collateral (if any), minus the sum of repurchase agreement liabilities, accrued interest payable and the fair value of securities posted by the counterparties (if any).
     

Hedging

In connection with its interest rate risk management strategy, the Company economically hedges a portion of the cost of its repurchase agreement funding against a rise in interest rates by entering into derivative financial instrument contracts. The Company has not elected hedging treatment under U.S. generally accepted accounting principles (“GAAP”) in order to align the accounting treatment of its derivative instruments with the treatment of its portfolio assets under the fair value option election. As such, all gains or losses on these instruments are reflected in earnings for all periods presented. At December 31, 2024, such instruments were comprised of U.S. Treasury note (“T-Note”) futures contracts, interest rate swap agreements, and contracts to sell to-be-announced (“TBA”) securities.

The table below presents information related to the Company’s T-Note futures contracts at December 31, 2024.

($ in thousands)                                
    December 31, 2024  
    Average     Weighted     Weighted          
    Contract     Average     Average          
    Notional     Entry     Effective     Open  
Expiration Year   Amount     Rate     Rate     Equity

(1)
 		 
U.S. Treasury Note Futures Contracts (Short Positions)

(2)
 		                               
March 2025 5-year T-Note futures (Mar 2025 – Mar 2030 Hedge Period)   $ 312,500       4.22 %     4.37 %   $ 1,890  
March 2025 10-year T-Note futures (Mar 2025 – Mar 2035 Hedge Period)     93,500       4.30 %     4.49 %     1,119  
March 2024 10-year Ultra futures (Mar 2025 – Mar 2035 Hedge Period)     32,500       4.25 %     4.58 %     914  

(1)   Open equity represents the cumulative gains (losses) recorded on open futures positions from inception.
(2)   5-Year T-Note futures contracts were valued at a price of $106.30 at December 31, 2024. The contract value of the short position was $332.2 million at December 31, 2024. 10-Year T-Note futures contracts were valued at a price of $108.75, with a contract value of the short position of $101.7 million at December 31, 2024. 10-Year Ultra futures contracts were valued at price of $111.31 at December 31, 2024.  The contract value of the short position was $36.2 million at December 31, 2024 respectively.
     

The table below presents information related to the Company’s interest rate swap positions at December 31, 2024.

($ in thousands)                                
            Average                  
            Fixed     Average     Average  
    Notional     Pay     Receive     Maturity  
    Amount     Rate     Rate     (Years)  
Expiration > 1 to ≤ 5 years   $ 1,450,000       1.69 %     4.58 %     3.4  
Expiration > 5 years     2,066,800       3.55 %     4.52 %     7.0  
    $ 3,516,800       2.78 %     4.54 %     5.5  
                                 

The following table summarizes our contracts to sell TBA securities as of December 31, 2024.

($ in thousands)                                
    Notional                     Net  
    Amount     Cost     Market     Carrying  
    Long (Short)

(1)
 		    Basis

(2)
 		    Value

(3)
 		    Value

(4)
 		 
December 31, 2024                                

15-Year TBA securities:
 		                             
5.00%   $ 50,000     $ 50,074     $ 49,742     $ (332 )

30-Year TBA securities:
 		                             
3.00%     (200,000 )     (174,406 )     (169,703 )     4,703  
    $ (150,000 )   $ (124,332 )   $ (119,961 )   $ 4,371  

(1)   Notional amount represents the par value (or principal balance) of the underlying Agency RMBS.
(2)   Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS.
(3)   Market value represents the current market value of the TBA securities (or of the underlying Agency RMBS) as of period-end.
(4)   Net carrying value represents the difference between the market value and the cost basis of the TBA securities as of period-end and is reported in derivative assets (liabilities) at fair value in our balance sheets.
     

Dividends

In addition to other requirements that must be satisfied to qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since our February 2013 IPO.

(in thousands, except per share amounts)                
Year   Per Share Amount     Total  
2013   $ 6.975     $ 4,662  
2014     10.800       22,643  
2015     9.600       38,748  
2016     8.400       41,388  
2017     8.400       70,717  
2018     5.350       55,814  
2019     4.800       54,421  
2020     3.950       53,570  
2021     3.900       97,601  
2022     2.475       87,906  
2023     1.800       81,127  
2024     1.440       96,309  
2025 YTD(1)     0.120       10,869  
Totals   $ 68.010     $ 715,775  

(1)   On January 8, 2025, the Company declared a dividend of $0.12 per share to be paid on February 27, 2025. The effect of this dividend is included in the table above but is not reflected in the Company’s financial statements as of December 31, 2024.
     

Book Value Per Share

The Company’s book value per share at December 31, 2024 was $8.09. The Company computes book value per share by dividing total stockholders’ equity by the total number of shares outstanding of the Company’s common stock. At December 31, 2024, the Company’s stockholders’ equity was $668.5 million with 82,622,464 shares of common stock outstanding.

Capital Allocation and Return on Invested Capital

The Company allocates capital to two RMBS sub-portfolios, the pass-through RMBS portfolio, consisting of mortgage pass-through certificates issued by Fannie Mae, Freddie Mac or Ginnie Mae (the “GSEs”) and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”), and the structured RMBS portfolio, consisting of interest-only (“IO”) and inverse interest-only (“IIO”) securities. As of September 30, 2024, approximately 97.1% of the Company’s investable capital (which consists of equity in pledged PT RMBS, available cash and unencumbered assets) was deployed in the PT RMBS portfolio. At December 31, 2024, the allocation to the PT RMBS portfolio increased to approximately 97.2%.

The table below details the changes to the respective sub-portfolios during the quarter.

(in thousands)  
Portfolio Activity for the Quarter  
            Structured Security Portfolio          
    Pass-Through     Interest-Only     Inverse Interest                  
    Portfolio     Securities     Only Securities     Sub-total     Total  
Market value – September 30, 2024   $ 5,427,069     $ 15,382     $ 353     $ 15,735     $ 5,442,804  
Securities purchased     320,170       –       –       –       320,170  
Securities sold     (166,030 )     –       –       –       (166,030 )
Losses on sales     (5,112 )     –       –       –       (5,112 )
Return of investment     n/a       (576 )     –       (576 )     (576 )
Pay-downs     (184,405 )     n/a       –       n/a       (184,405 )
Premium lost due to pay-downs     (1,600 )     n/a       –       n/a       (1,600 )
Mark to market losses (gains)     (152,280 )     502       (163 )     339       (151,941 )
Market value – December 31, 2024   $ 5,237,812     $ 15,308     $ 190     $ 15,498     $ 5,253,310  
                                         

The tables below present the allocation of capital between the respective portfolios at December 31, 2024 and September 30, 2024, and the return on invested capital for each sub-portfolio for the three month period ended December 31, 2024.

($ in thousands)  
Capital Allocation  
            Structured Security Portfolio          
    Pass-Through     Interest-Only     Inverse Interest                  
    Portfolio     Securities     Only Securities     Sub-total     Total  
December 31, 2024                                        
Market value   $ 5,237,812     $ 15,308     $ 190     $ 15,498     $ 5,253,310  
Cash     335,053       –       –       –       335,053  
Borrowings(1)     (5,025,543 )     –       –       –       (5,025,543 )
Total   $ 547,322     $ 15,308     $ 190     $ 15,498     $ 562,820  
% of Total     97.2 %     2.7 %     0.1 %     2.8 %     100.0 %
September 30, 2024                                        
Market value   $ 5,427,069     $ 15,382     $ 353     $ 15,735     $ 5,442,804  
Cash     333,717       –       –       –       333,717  
Borrowings(2)     (5,230,871 )     –       –       –       (5,230,871 )
Total   $ 529,915     $ 15,382     $ 353     $ 15,735     $ 545,650  
% of Total     97.1 %     2.8 %     0.1 %     2.9 %     100.0 %

(1)   At December 31, 2024, there were outstanding repurchase agreement balances of $12.5 million secured by IO securities and $0.1 million secured by IIO securities. We entered into these arrangements to generate additional cash available to meet margin calls on PT RMBS; therefore, we have not considered these balances to be allocated to the structured securities strategy.
(2)   At September 30, 2024, there were outstanding repurchase agreement balances of $12.7 million secured by IO securities and $0.3 million secured by IIO securities. We entered into these arrangements to generate additional cash available to meet margin calls on PT RMBS; therefore, we have not considered these balances to be allocated to the structured securities strategy.
     

The return on invested capital in the PT RMBS and structured RMBS portfolios was approximately 1.7% and 4.0%, respectively, for the fourth quarter of 2024. The combined portfolio generated a return on invested capital of approximately 1.8%.

($ in thousands)  
Returns for the Quarter Ended December 31, 2024  
            Structured Security Portfolio          
    Pass-Through     Interest-Only     Inverse Interest                  
    Portfolio     Securities     Only Securities     Sub-total     Total  
Income (net of borrowing cost)   $ 7,850     $ 293     $ –     $ 293     $ 8,143  
Realized and unrealized (losses) gains     (158,992 )     502       (163 )     339       (158,653 )
Derivative gains     160,412       n/a       n/a       n/a       160,412  
Total Return   $ 9,270     $ 795     $ (163 )   $ 632     $ 9,902  
Beginning Capital Allocation   $ 529,915     $ 15,382     $ 353     $ 15,735     $ 545,650  
Return on Invested Capital for the Quarter(1)     1.7 %     5.2 %     (46.2 )%     4.0 %     1.8 %
Average Capital Allocation(2)   $ 538,619     $ 15,345     $ 272     $ 15,617     $ 554,236  
Return on Average Invested Capital for the Quarter(3)     1.7 %     5.2 %     (59.9 )%     4.0 %     1.8 %

(1)   Calculated by dividing the Total Return by the Beginning Capital Allocation, expressed as a percentage.
(2)   Calculated using two data points, the Beginning and Ending Capital Allocation balances.
(3)   Calculated by dividing the Total Return by the Average Capital Allocation, expressed as a percentage.
     

Stock Offerings

On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2024, we issued a total of 19,842,089 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $164.9 million, and net proceeds of approximately $162.1 million, after commissions and fees. Subsequent to December 31, 2024, we issued a total of 7,721,664 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $60.7 million, and net proceeds of approximately $59.8 million, after commissions and fees.

Stock Repurchase Program

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the Company’s then outstanding share count. On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock. On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.

From the inception of the stock repurchase program through December 31, 2024, the Company repurchased a total of 5,144,602 shares at an aggregate cost of approximately $77.5 million, including commissions and fees, for a weighted average price of $15.07 per share. During the year ended December 31, 2024, the Company repurchased a total of 396,241 shares at an aggregate cost of approximately $3.3 million, including commissions and fees, for a weighted average price of $8.30 per share. 

Earnings Conference Call Details

An earnings conference call and live audio webcast will be hosted Friday, January 31, 2025, at 10:00 AM ET. Participants can register and receive dial-in information at https://register.vevent.com/register/BI26747ad72a1641c6a93279bd3ec65aa2. A live audio webcast of the conference call can be accessed at https://edge.media-server.com/mmc/p/4rmha7s8 or via the investor relations section of the Company’s website at https://ir.orchidislandcapital.com. An audio archive of the webcast will be available for 30 days after the call.

About Orchid Island Capital, Inc.

Orchid Island Capital, Inc. is a specialty finance company that invests on a leveraged basis in Agency RMBS. Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates, and CMOs issued by the GSEs, and (ii) structured Agency RMBS, such as IOs, IIOs and principal only securities, among other types of structured Agency RMBS. Orchid is managed by Bimini Advisors, LLC, a registered investment adviser with the Securities and Exchange Commission.

Forward Looking Statements

Statements herein relating to matters that are not historical facts, including, but not limited to statements regarding interest rates, inflation, liquidity, pledging of our structured RMBS, funding costs, prepayment speeds, portfolio positioning and repositioning, hedging levels, book value, leverage ratio, earnings, dividends, the supply and demand for Agency RMBS and the performance of the Agency RMBS sector generally, the effect of actual or expected actions of the U.S. government, including the Fed, market expectations, future opportunities and prospects of the Company, the stock repurchase program and general economic conditions, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The reader is cautioned that such forward-looking statements are based on information available at the time and on management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in such forward-looking statements. Important factors that could cause such differences are described in Orchid Island Capital, Inc.’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Orchid Island Capital, Inc. assumes no obligation to update forward-looking statements to reflect subsequent results, changes in assumptions or changes in other factors affecting forward-looking statements.

Summarized Financial Statements

The following is a summarized presentation of the unaudited balance sheets as of December 31, 2024 and 2023, and the unaudited quarterly statements of operations for the twelve and three months ended December 31, 2024 and 2023. Amounts presented are subject to change.

 
ORCHID ISLAND CAPITAL, INC.
BALANCE SHEETS
($ in thousands, except per share data)
(Unaudited – Amounts Subject to Change)
             
    December 31, 2024     December 31, 2023  
ASSETS:                
Mortgage-backed securities   $ 5,253,310     $ 3,894,012  
U.S. Treasury securities   100,551     148,820  
Cash, cash equivalents and restricted cash     335,053       200,289  
Accrued interest receivable     23,044       14,951  
Derivative assets, at fair value     9,277       6,420  
Other assets     392       455  
Total Assets   $ 5,721,627     $ 4,264,947  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Repurchase agreements   $ 5,025,543     $ 3,705,649  
Payable of investment securities purchased     –       60,454  
Dividends payable     9,940       6,222  
Derivative liabilities, at fair value     332       12,694  
Accrued interest payable     10,750       7,939  
Due to affiliates     1,167       1,013  
Other liabilities     5,395       1,031  
Total Liabilities     5,053,127       3,795,002  
Total Stockholders’ Equity     668,500       469,945  
Total Liabilities and Stockholders’ Equity   $ 5,721,627     $ 4,264,947  
Common shares outstanding     82,622,464       51,636,074  
Book value per share   $ 8.09     $ 9.10  
                 

 
ORCHID ISLAND CAPITAL, INC.
STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands, except per share data)
(Unaudited – Amounts Subject to Change)
             
    Years Ended December 31,     Three Months Ended December 31,  
    2024     2023     2024     2023  
Interest income   $ 241,577     $ 177,569     $ 71,996     $ 49,539  
Interest expense     (236,281 )     (201,918 )     (63,853 )     (52,325 )
Net interest income (expense)     5,296       (24,349 )     8,143       (2,786 )
Gains on RMBS and derivative contracts     49,110       3,654       1,759       33,977  
Net portfolio income (loss)     54,406       (20,695 )     9,902       31,191  
Expenses     16,744       18,531       4,357       4,064  
Net income (loss)   $ 37,662     $ (39,226 )   $ 5,545     $ 27,127  
Other comprehensive income     122       17       84       1  
Comprehensive net   $ 37,784     $ (39,209 )   $ 5,629     $ 27,128  
                                 
Basic and diluted net income (loss) per share   $ 0.57     $ (0.89 )   $ 0.07     $ 0.52  
Weighted Average Shares Outstanding     65,449,149       44,649,039       79,590,498       52,396,001  
Dividends Declared Per Common Share:   $ 1.440     $ 1.800     $ 0.360     $ 0.360  

    Three Months Ended December 31,  
Key Balance Sheet Metrics   2024     2023  
Average RMBS(1)   $ 5,348,057     $ 4,207,118  
Average repurchase agreements(1)     5,128,207       4,066,298  
Average stockholders’ equity(1)     662,262       468,393  
Adjusted leverage ratio(2)   7.5:1     7.9:1  
Economic leverage ratio(3)   7.3:1     6.7:1  
                 
Key Performance Metrics                
Average yield on RMBS(4)     5.38 %     4.71 %
Average cost of funds(4)     4.98 %     5.15 %
Average economic cost of funds(5)     2.81 %     2.67 %
Average interest rate spread(6)     0.40 %     (0.44 )%
Average economic interest rate spread(7)     2.57 %     2.04 %

(1)   Average RMBS, borrowings and stockholders’ equity balances are calculated using two data points, the beginning and ending balances.
(2)   The adjusted leverage ratio is calculated by dividing ending repurchase agreement liabilities by ending stockholders’ equity.   
(3)   The economic leverage ratio is calculated by dividing ending total liabilities adjusted for net notional TBA positions by ending stockholders’ equity.
(4)   Portfolio yields and costs of funds are calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the quarterly periods presented.
(5)   Represents the interest cost of our borrowings and the effect of derivative agreements attributed to the period related to hedging activities, divided by average borrowings.
(6)   Average interest rate spread is calculated by subtracting average cost of funds from average yield on RMBS.
(7)   Average economic interest rate spread is calculated by subtracting average economic cost of funds from average yield on RMBS.
      



CONTACT:
Orchid Island Capital, Inc.
Robert E. Cauley, 772-231-1400
Chairman and Chief Executive Officer
https://ir.orchidislandcapital.com

Posted on

Flotek Industries Announces Timing of Fourth Quarter and Full-Year 2024 Earnings Release; Expects Strongest Quarterly Results of 2024

PR Newswire


HOUSTON
, Jan. 30, 2025 /PRNewswire/ — Flotek Industries, Inc. (“Flotek” or the “Company”) (NYSE: FTK) today announced the Company’s schedule for releasing its fourth quarter and full-year financial and operating results for the periods ended December 31, 2024.

Chief Executive Officer Dr. Ryan Ezell commented, “We look forward to reporting our fourth quarter results, which we currently expect will be the strongest in terms of net income and adjusted EBITDA (1) as compared to the previously reported quarterly results for 2024.  Our continued financial and operational improvements reflect the considerable effort put forth by our employee group and the execution of our corporate strategy towards the convergence of innovative data and chemical solutions.” 

The Company plans to issue its fourth quarter and full-year 2024 financial and operating results press release after market close on Monday, March 10, 2025, and host its earnings conference call on Tuesday, March 11, 2025, at 9:00 a.m. CST (10:00 a.m. EST).

Participants may access the call through Flotek’s website at www.flotekind.com under “News” within the Investor Relations section, by telephone toll free at 1-800-836-8184 (international toll: 1-646-357-8785),  or by using the following link to access the audience view of the webcast at https://app.webinar.net/qDjWg9qga1Y approximately five minutes prior to the start of the call. Following the conclusion of the conference call, a recording of the call will be available on the Company’s website.

(1)

A non-GAAP financial measure.  See the “Unaudited Reconciliation of Non-GAAP Items and Non-Cash Items Impacting Earnings” in each of our 2024 quarterly earnings releases reconciling this non-GAAP measure to net income.

About Flotek Industries, Inc.

Flotek Industries, Inc. is a leading chemistry and data technology company focused on servicing the Energy industry. The Company’s top tier technologies leverage near real-time data to deliver innovative solutions to maximize customer returns. Flotek has an intellectual property portfolio of over 130 patents, 20+ years of field and laboratory data, and a global presence in more than 59 countries.

Flotek has established collaborative partnerships focused on sustainable and optimized chemistry and data solutions, aiming to reduce the environmental impact of energy on land, air, water and people.

Flotek is based in Houston, Texas and its common shares are traded on the New York Stock Exchange under the ticker symbol “FTK.” For additional information, please visit www.flotekind.com.

Forward-Looking Statements

Certain statements set forth in this press release constitute 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) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as will, continue, expects, anticipates, intends, plans, believes, seeks, estimates, outlook and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release. Although forward-looking statements in this press release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filing with the Securities and Exchange Commission on Form 10-K (including, without limitation, in the “Risk Factors” section thereof), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/flotek-industries-announces-timing-of-fourth-quarter-and-full-year-2024-earnings-release-expects-strongest-quarterly-results-of-2024-302364723.html

SOURCE Flotek Industries, Inc.

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FIRST FINANCIAL BANK ANNOUNCES PROMOTION OF CHRIS SCHJETNAN TO EXECUTIVE VICE PRESIDENT, DIRECTOR OF COMMUNITY LENDING AND OUTREACH

PR Newswire


ABILENE, Texas
, Jan. 30, 2025 /PRNewswire/ — The Board of Directors of First Financial Bank has announced the promotion of Chris Schjetnan to Executive Vice President, Director of Community Lending and Outreach. In this role, Chris will lead the Bank’s affordable banking initiatives which focus on traditionally underserved communities.

“Chris’s unique background makes him an ideal candidate to fill this important new role for our company,” said David Bailey, President of First Financial Bankshares, Inc. “Chris will lead our ongoing efforts to ensure equitable access to banking options which serve the diverse needs of our borrowers. Chris will continue to drive our mission forward and continue to make a positive impact on the communities we serve.”

Born in Mexico City, Mexico and raised there in a bilingual and bicultural household, Schjetnan brings experiences and expertise that have enabled him to become a leader in community lending and outreach for our bank. Schjetnan began his career at First Financial Bank in 2012, after spending several years at Wells Fargo in credit and branch management positions. In his most recent role as Executive Vice President, Regional Consumer Lending Manager, he oversaw a team responsible for loan portfolio growth in the Bank’s Chisholm Trail Region.

Chris has been instrumental in growing our ITIN (Individual Tax Identification Number) and Affordable Home Mortgage programs that provide access to mortgage lending options for individuals who might not qualify through traditional loan channels. Additionally, Chris has helped forge relationships across the state with organizations focused on the underserved.

Chris received a bachelor’s degree in business administration from Western New Mexico University and is a graduate of the Southwestern Graduate School of Banking at Southern Methodist University as well as the American Bankers Association Commercial Lending School.

About First Financial Bank

First Financial Bank is a wholly owned subsidiary of First Financial Bankshares, Inc. (NASDAQ: FFIN). Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that through its subsidiary, First Financial Bank, operates multiple banking regions with 79 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, College Station, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Franklin, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Kingwood, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star,  Roby,  San  Angelo,  Southlake,  Stephenville,  Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, with nine locations, and First Technology Services, Inc., a technology operating company.

Cision View original content:https://www.prnewswire.com/news-releases/first-financial-bank-announces-promotion-of-chris-schjetnan-to-executive-vice-president-director-of-community-lending-and-outreach-302364837.html

SOURCE First Financial Bankshares, Inc.

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Viper Energy, Inc., A Subsidiary of Diamondback Energy, Inc., Announces Drop Down Transaction and Operations Update

MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Viper Energy, Inc. (NASDAQ:VNOM) (“Viper” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today provided an update on Q4 2024 financial and operating results.


FOURTH QUARTER HIGHLIGHTS

  • Q4 2024 average daily production of 29,859 bo/d (56,109 boe/d)
  • Q4 2024 average unhedged realized prices of $69.91 per barrel of oil, $0.84 per Mcf of natural gas, and $22.15 per barrel of natural gas liquids
  • During the fourth quarter of 2024, the Company recorded total operating income of $228.7 million
  • Declared Q4 2024 combined base-plus-variable dividend of $0.65 per Class A common share; payable on March 13, 2025 to Class A shareholders of record at the close of business on March 6, 2025

Additionally, the Company announced today it and its operating subsidiary Viper Energy Partners LLC (“OpCo”) have entered into a definitive purchase and sale agreement to acquire all of the equity interests of certain mineral and royalty-interest owning subsidiaries of Diamondback in exchange for $1.0 billion of cash and approximately 69.6 million OpCo units (along with an accompanying equal amount of Class B common stock of the Company), subject to customary adjustments (the “Drop Down”). The transaction was negotiated for the Company by the Audit Committee of its Board of Directors, which consists solely of independent directors and is appointed by the Board of Directors to oversee all related party transactions. The cash portion of this transaction is expected to be funded through a combination of cash on hand, borrowings under the Company’s credit facility, and proceeds from one or more capital markets transactions, subject to market conditions and other factors. The Company expects the transaction to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions, including the approval of the transaction by a majority of the Company’s stockholders not affiliated with Diamondback.

The Company today also announced it and OpCo have entered into a separate definitive purchase and sale agreement to acquire certain mineral and royalty interests from Morita Ranches Minerals LLC in exchange for approximately $211 million of cash and approximately 2.4 million OpCo units (along with an accompanying equal amount of Class B common stock of the Company), subject to customary adjustments (the “Quinn Ranch Acquisition” and together with the Drop Down, the “Pending Acquisitions”). The cash portion of this transaction is expected to be funded through a combination of cash on hand and borrowings under the Company’s credit facility. The Company expects the transaction to close during the first quarter of 2025, subject to customary closing conditions.


PENDING ACQUISITIONS COMBINED HIGHLIGHTS

  • Approximately 23,100 net royalty acres (“NRAs”) in the Midland Basin; additional acreage in the Delaware and Williston Basins (approximately 1,700 NRAs combined)
  • Diamondback operates >70% of the Midland Basin NRAs with an approximately 5.0% average net revenue interest (“NRI”) across high-quality and largely undeveloped acreage
  • Expected average daily oil production for full year 2025 of approximately 18,000 bo/d (32,000 boe/d); includes contribution from Diamondback’s expected development plan (11.0-12.0 net 100% royalty interest wells) and 6.7 net existing DUCs and permits operated by third party operators
  • Viper currently expects Diamondback to complete roughly 300-325 gross locations on the acquired properties in 2026 with an estimated average ~6.0% NRI; expected to drive an increase in Diamondback-operated production from an average of approximately of 11,000 bo/d in 2025 to approximately 14,000 bo/d in 2026
  • Third party operated acreage located primarily in Martin, Midland, and Reagan counties; ExxonMobil (~35% of third party operated acreage) is the largest operator with diversified exposure to other leading well-capitalized operators in the Midland Basin
  • Substantial near and long-term financial accretion; expected to be >10% accretive to cash available for distribution per Class A share immediately upon closing
  • Each of the Pending Acquisitions has an effective date of January 1, 2025


PRO FORMA VIPER HIGHLIGHTS

  • Giving effect to only the assumed closing of the Quinn Ranch Acquisition during Q1 2025, initiating average daily production guidance for Q1 2025 of 30,000 to 31,000 bo/d (54,000 to 56,000 boe/d)
  • Upon the assumed closing of the Drop Down during Q2 2025, expect average daily production for the balance of 2025 in the range of 47,000 to 49,000 bo/d (85,000 to 88,000 boe/d); the midpoint is approximately 61% higher than standalone Viper’s Q4 2024 average daily oil production
  • Based on Diamondback’s expected development plans, Viper expects its Diamondback-operated production to increase to approximately 31,000 bo/d in 2026, up from approximately 27,000 bo/d on a pro forma basis in 2025
  • Viper expects to own an interest in approximately 75% of the total amount of gross wells that Diamondback would plan to develop over the next five years at today’s activity levels; expect to own an estimated ~6.0% NRI in these wells
  • Total inventory of Diamondback-operated locations with a greater than 10% IRR at $50 WTI of approximately 334 net locations
  • Approximately 60,200 NRAs in the Permian Basin, approximately 36,300 of which are operated by Diamondback; represents increases of approximately 70% and 90%, respectively
  • Maintaining return of capital commitment of at least 75% of cash available for distribution
  • Conservative leverage of <1.0x expected at year-end 2025 based on current commodity prices

“We are excited to announce today the highly anticipated, transformative Drop Down transaction between Viper and Diamondback. This transaction, combined with the Quinn Ranch Acquisition, furthers Viper’s alignment with Diamondback’s expected development plan and positions Viper to continue to deliver organic growth driven by the Diamondback drillbit for multiple years ahead. The pro forma size and scale provided to Viper, and the continued support of our parent company, meaningfully enhances the unmatched advantage Viper has in the minerals and royalty market,” stated Travis Stice, Chief Executive Officer of Viper.

Mr. Stice continued, “In addition to being immediately accretive to all relevant financial metrics, this conservatively financed transaction also reduces Viper’s pro forma leverage to below 1.0x. Looking ahead, Viper’s leading scale and fortress balance sheet will enable the Company to continue to opportunistically consolidate the highly fragmented minerals market through a disciplined and focused approach.”

Advisors

Evercore is serving as financial advisor to the Audit Committee of Viper’s Board of Directors and Hunton Andrews Kurth LLP is serving as the Audit Committee’s legal advisor for the Drop Down.

RBC Capital Markets is serving as financial advisor to Diamondback and Kirkland & Ellis LLP is serving as its legal advisor for the Drop Down.

For the Quinn Ranch Acquisition, Akin Gump Strauss Hauer & Feld LLP is serving as Viper’s legal advisor and Vinson & Elkins LLP is serving as legal advisor for Morita Ranches Minerals LLC.

About Viper Energy, Inc.

Viper is a corporation formed by Diamondback to own, acquire and exploit oil and natural gas properties in North America, with a focus on owning and acquiring mineral and royalty interests in oil-weighted basins, primarily the Permian Basin. For more information, please visit www.viperenergy.com.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the federal securities laws, which involve certain risks, uncertainties and assumptions that could cause the results to differ materially from those expected by the management of Viper. All statements, other than historical facts, that address activities that Viper assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events, including specifically the statements regarding the pending acquisitions discussed in this news release and any potential capital markets transactions and other funding sources for the pending acquisitions, as well as statements regarding the pro forma results for the pending acquisitions and Viper’s operating and financial expectations following those acquisitions, including existing and future production on the mineral and royalty acreage subject to the pending acquisitions and Diamondback’s plans with respect to such Diamondback-operated acreage.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: the completion of the pending acquisitions on anticipated terms and timing or at all, including obtaining the requisite regulatory and stockholder approvals for the Pending Drop Down, the satisfaction of other conditions to the pending acquisitions, uncertainties as to whether the pending acquisitions, if consummated, will achieve their anticipated benefits within the expected time periods or at all, and those risks described in Item 1A of Viper’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, subsequent Forms 10-Q and 8-K and other filings Viper makes with the SEC, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Viper’s website at www.viperenergy.com/investor-overview, as well as those risks that will be more fully described in the definitive proxy statement on Schedule 14A that is intended to be filed with the SEC in connection with the Pending Drop Down.

In light of these factors, the events anticipated by Viper’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Viper conducts its business in a very competitive and rapidly changing environment and new risks emerge from time to time. Viper cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this news release or, if earlier, as of the date they were made. Viper does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

Additional Information about the Pending Drop Down and Where to Find It

In connection with the Pending Drop Down, Viper expects to file relevant materials with the SEC including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Viper will mail the definitive proxy statement to each stockholder entitled to vote at the special meeting relating to the Pending Drop Down. This news release is not a substitute for the proxy statement or for any other document that Viper may file with the SEC and send to its stockholders in connection with the Pending Drop Down. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PENDING DROP DOWN THAT VIPER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the Pending Drop Down (when they become available) and any other documents filed by Viper with the SEC, may be obtained free of charge at the SEC’s website www.sec.gov. Copies of the documents filed with the SEC by Viper will be available free of charge on Viper’s website at www.viperenergy.com/investor-overview.

Participants in the Solicitation

Viper and its directors and executive officers, and Diamondback as its parent and major stockholder, may be deemed, under SEC rules, to be participants in the solicitation of proxies from Viper’s stockholders in connection with the Pending Drop Down. Information about the directors and executive officers of Viper and, as applicable, about Diamondback, is set forth in (i) in Viper’s proxy statement for its 2024 annual meeting, including under the headings “Proposal 1—Election of Directors”, “Executive Officers”, “Compensation Discussion and Analysis”, “Compensation Tables”, “Stock Ownership” and “Certain Relationships and Related Transactions,” which was filed with the SEC on April 25, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000119312524113976/d796418ddef14a.htm, (ii) Viper’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 22, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000160206524000010/vnom-20231231.htm and (iii) subsequent statements of changes in beneficial ownership on file with the SEC.

Additional information about Diamondback may be found in Diamondback’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed by Diamondback with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed with the SEC when they become available. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Viper’s website at www.viperenergy.com/investor-overview.

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Investor Contact:

Austen Gilfillian
+1 432.221.7420
[email protected]

Source: Viper Energy, Inc.; Diamondback Energy, Inc.



Posted on

Aclaris Therapeutics Announces Formation of New Scientific Advisory Board

WAYNE, Pa., Jan. 30, 2025 (GLOBE NEWSWIRE) — Aclaris Therapeutics, Inc. (NASDAQ: ACRS), a clinical-stage biopharmaceutical company focused on developing novel product candidates for immuno-inflammatory diseases, today announced the formation of a new Scientific Advisory Board (SAB), which initially includes experts in the field of pulmonology. These include Marianne Mann, M.D., and Zuzana Diamant, M.D., Ph.D. leading experts in respiratory medicine, clinical pharmacology, and immunology.

“We are delighted to welcome these distinguished scientists and clinicians to our Scientific Advisory Board,” said Dr. Neal Walker, Interim CEO and Chair of the Board of Directors of Aclaris Therapeutics. “Their expertise in respiratory medicine and drug development will be important in guiding our development programs as we work to advance novel therapeutics for patients with immuno-inflammatory diseases. Each initial member brings unique and complementary experience spanning regulatory science, clinical development, and translational research that will help guide our development programs.”

The members of the Scientific Advisory Board are:

Marianne Mann, M.D.

Dr. Mann is an accomplished pulmonologist and drug development expert with over three decades of experience in regulatory science, clinical research and clinical care. She previously served in various roles at the FDA, including Deputy Director of the Division of Pulmonary and Allergy Drug Products at the FDA’s Center for Drug Evaluation and Research, where she played a pivotal role in evaluating clinical protocols for respiratory and allergic conditions. In addition, Dr. Mann also previously served as the Branch Chief, Respiratory Disease Branch, for the Division of Microbiology and Infectious Diseases at the National Institutes of Health, where she oversaw research in respiratory diseases. Dr. Mann has extensive experience in clinical trial design, drug safety assessment, and regulatory strategy.

Zuzana Diamant, M.D., Ph.D.

Dr. Diamant is a distinguished pulmonologist and clinical pharmacologist who serves as a guest professor at the Department of Microbiology Immunology & Transplantation at KU Leuven, Belgium and past-guest professor at the Department of Respiratory Medicine at Skane Hospital, Lund, Sweden. She is past-chair of the Asthma Section at European Academy of Allergy and Clinical Immunology and past-chair of the Asthma Expert Panel at European Forum for Research and Education in Allergy and has led several international task forces and educational projects on chronic inflammatory respiratory diseases. She brings extensive expertise in drug development and clinical studies in asthma, chronic obstructive pulmonary disease, and allergy research. Dr. Diamant has co-authored over 200 peer-reviewed publications and is a Fellow of the European Respiratory Society (FERS). Her expertise in clinical asthma models, biomarkers, and targeted drug interventions will be instrumental in guiding our development programs.

About Aclaris Therapeutics, Inc.

Aclaris Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing a pipeline of novel product candidates to address the needs of patients with immuno-inflammatory diseases who lack satisfactory treatment options. The company has a multi-stage portfolio of product candidates powered by a robust R&D engine. For additional information, please visit www.aclaristx.com.

Aclaris Therapeutics Contact:

[email protected] 



Posted on

STANDEX REPORTS FISCAL SECOND QUARTER 2025 FINANCIAL RESULTS

PR Newswire

  • Sales Increased 6.4% with Contributions from Acquisitions Partially Offset by Organic Decline; Highest Sales Quarter Since Divestiture of the Refrigeration Group in April 2020
  • GAAP Gross Margin of 37.6%; Adjusted Gross Margin of 40.9% – Up 60 bps YOY
  • GAAP Operating Margin of 4.5%; Record Adjusted Operating Margin of 18.7% – Up 150 bps YOY
  • Electronics Book to Bill 1.02 Indicating Continued Market Recovery; Sales into Electrical Grid End Market Anticipated to Provide Tailwind to Second Half of FY25


SALEM, N.H.
, Jan. 30, 2025 /PRNewswire/ — Standex International Corporation (NYSE: SXI) today reported financial results for the second quarter of fiscal year 2025 ended December 31, 2024.

 Summary Financial Results – Total

($M except EPS and Dividends)


2Q25


2Q24


1Q25


 Y/Y


Q/Q

Net Sales

$189.8

$178.4

$170.5

6.4 %

11.4 %

Operating Income – GAAP

$8.5

$25.8

$24.1

-67.2 %

-64.9 %

Operating Income – Adjusted*

$35.5

$30.7

$29.0

15.4 %

22.1 %

Operating Margin % – GAAP

4.5 %

14.5 %

14.1 %

– 1000 bps

– 960 bps

Operating Margin % – Adjusted*

18.7 %

17.2 %

17.0 %

+ 150 bps

+ 170 bps

Net Income from Continuing Ops – GAAP

$1.3

$19.1

$18.2

-93.2 %

-92.9 %

Net Income from Continuing Ops – Adjusted*

$22.9

$22.7

$21.9

1.0 %

4.8 %

EBITDA

$16.1

$32.4

$31.2

-50.4 %

-48.4 %

EBITDA margin

8.5 %

18.2 %

18.3 %

– 970 bps

– 980 bps

Adjusted EBITDA

$39.6

$35.0

$34.1

13.2 %

16.1 %

Adjusted EBITDA margin

20.9 %

19.6 %

20.0 %

+ 130 bps

+ 90 bps

Diluted EPS – GAAP

$0.07

$1.61

$1.53

-95.7 %

-95.4 %

Diluted EPS – Adjusted*

$1.91

$1.91

$1.84

0.0 %

3.8 %

Dividends per Share

$0.32

$0.30

$0.30

6.7 %

6.7 %

Free Cash Flow

$2.2

$19.5

$10.8

-89.0 %

-80.1 %

Net Debt to EBITDA

2.9x

0.0x

0.1x

NM

NM

*Adjusted operating income, adjusted operating margin, and adjusted EPS for all periods now exclude amortization expense from acquired intangible assets. Fiscal second quarter 2025 adjusted operating margin including amortization expense was 16.8%.    

      

Second Quarter Fiscal 2025 Results 

Commenting on the quarter’s results, President and Chief Executive Officer David Dunbar said, “Following solid operational performance in the fiscal first quarter, we delivered the highest sales since the divestment of the Refrigeration business in April 2020 and record adjusted operating margin in the fiscal second quarter. These improvements reflected solid operational performance from core businesses and contribution from the recent Amran/Narayan acquisition. Completed in the quarter, this was the largest acquisition in the history of the Company and its sales exceeded our expectations. The continued strength of the electrical grid end market positions us well for continued growth and margin improvement in the second half of fiscal 2025. In the fiscal second quarter, we achieved adjusted gross margin of approximately 40.9% and adjusted operating margin of 18.7%, while continuing to support our growth initiatives.”

“We remain confident about the Company’s exposure to many positive secular trends in the evolving global economy, such as the electrical grid, electric and hybrid vehicles, renewable energy, commercialization of space, and defense. As the global economy evolves, the Company remains nimble to pivot towards end markets with above average growth prospects. With two months of Amran/Narayan’s sales into the electrical grid end market, our fiscal second quarter sales into fast growth markets were over 20% of total company sales.”

“For the remainder of fiscal year 2025, based on recent order rates and customer interaction, we continue to expect our end markets to improve, with the recent Amran/Narayan Group acquisition providing an additional tailwind. In the fiscal second quarter, we launched seven new products and remain on track to release over a dozen new products in fiscal year 2025.”

“Overall, we are well positioned for continued improvements in financial performance as market conditions improve. In terms of our balance sheet, we intend to use cash flows to reduce debt, while we continue to assess an active pipeline of organic and inorganic opportunities that support future growth.”

Outlook

In the fiscal third quarter 2025, on a sequential basis, the Company expects moderately to significantly higher revenue, driven by the impact of the recent Amran/Narayan Group acquisition and improving overall demand in Electronics. On a sequential basis, the Company expects slightly to moderately higher adjusted operating margin, benefiting from improved revenue, partially offset by higher investments in selling, marketing, and R&D.

Second Quarter Segment Operating Performance


Electronics (51


% of sales; 61% of segment adjusted operating income)



2Q25



2Q24



% Change

Electronics ($M)

Revenue

95.9

79.4

20.8 %

GAAP Operating Income

17.4

15.9

9.9 %

GAAP Operating Margin %

18.2

20.0

Adjusted Operating Income*

26.5

17.5

51.3 %

Adjusted Operating Margin %*

27.6

22.0

* Excludes the amortization of acquired backlog, the step-up of inventory to fair value, and acquired intangible assets; Q2 FY24 restated to exclude the amortization of acquired intangible assets

 

Revenue increased approximately $16.5 million or 20.8% year-on-year reflecting a 32.3% benefit from recent acquisitions, partially offset by an organic decline of 10.7% and a 0.9% impact from foreign currency. The organic decline was due to softness in the automotive end markets in Europe and North America and in general industrial end markets. Adjusted operating income increased approximately $9.0 million or 51.3% year-on-year due to the contribution from the recent Amran/Narayan Group acquisition, productivity initiatives and product mix, partially offset by lower volume.

Electronics segment backlog realizable in under one year of approximately $157 million increased 40% year-on-year. The segment had a book to bill ratio of approximately 1.02 in the fiscal second quarter, with orders of approximately $98 million, driven by order strengthening in the core businesses and the contribution from the recent Amran/Narayan Group acquisition.

In fiscal third quarter 2025, on a sequential basis, the Company expects significantly higher revenue, primarily driven by the Amran/Narayan Group acquisition and higher sales into fast growth end markets, and moderately higher adjusted operating margin, as the contribution from the recent acquisition and pricing and productivity initiatives are partially offset by higher investments in selling, marketing, and R&D.


Engraving (16% of sales; 11% of segment adjusted operating income)



2Q25



2Q24



% Change

Engraving ($M)

Revenue

31.5

40.8

-23.0 %

GAAP Operating Income

4.1

8.9

-53.7 %

GAAP Operating Margin %

13.1

21.8

Adjusted Operating Income*

4.5

9.3

-51.9 %

Adjusted Operating Margin %*

14.3

22.8

* Excludes the amortization of acquired intangible assets; Q2 FY24 restated to exclude the amortization of acquired intangible assets

 

Revenue decreased approximately $9.4 million or 23.0% year-on-year reflecting a 22.2% organic decline, primarily due to continued softness in North America and Europe from delays in new platform rollouts, and a foreign currency impact of 0.8%. Adjusted operating income decreased approximately $4.8 million or 51.9% year-on-year due to the lower revenue. Operating deleverage was partially offset by the realization of previously announced productivity initiatives and restructuring actions.

In fiscal third quarter 2025, on a sequential basis, the Company expects slightly to moderately lower revenue and adjusted operating margin due to continued softness in the automotive end markets in North America and Europe and less favorable project timing in Asia due to the Chinese New Year. To address the continued softness in end markets served by this segment, the Company initiated additional restructuring actions that project to yield $4.0 million in annualized savings once fully implemented, starting in fiscal fourth quarter 2025.  


Scientific


(10% of sales; 11% of segment adjusted operating income)



2Q25



2Q24



% Change

Scientific ($M)

Revenue

18.5

16.3

13.4 %

GAAP Operating Income

4.7

4.2

11.1 %

GAAP Operating Margin %

25.5

26.1

Adjusted Operating Income*

5.0

4.5

10.1 %

Adjusted Operating Margin %*

26.9

27.7

* Excludes the amortization of acquired intangible assets; Q2 FY24 restated to exclude the amortization of acquired intangible assets

 

Revenue increased approximately $2.2 million or 13.4% year-on-year reflecting a 9.5% benefit from the Custom Biogenic Systems acquisition and organic growth of 3.9%, mostly due to higher volume from new product sales partially offset by lower demand from retail pharmacies. Adjusted operating income increased approximately $0.5 million or 10.1% year-on-year reflecting the contribution from the acquisition and higher volume.

In fiscal third quarter 2025, on a sequential basis, the Company expects slightly to moderately higher revenue and slightly to moderately lower adjusted operating margin due to higher contribution to revenue from the recent acquisition, additional R&D investments, and higher freight costs.


Engineering Technologies (12% of sales; 9% of segment adjusted operating income


)



2Q25



2Q24



% Change

Engineering Technologies ($M)

Revenue

22.6

19.9

13.9 %

Operating Income

3.7

3.4

8.4 %

Operating Margin %

16.3

17.1

 

Revenue increased approximately $2.8 million or 13.9% year-on-year primarily driven by more favorable project timing in the space end market and growth in sales from new products. Operating income increased approximately $0.3 million or 8.4% year-on-year reflecting higher volume.

In fiscal third quarter 2025, on a sequential basis, the Company expects slightly lower revenue due to project timing and slightly higher operating margin due to product mix.


Specialty Solutions


(11% of sales; 8% of segment adjusted operating income)



2Q25



2Q24



% Change

Specialty Solutions ($M)

Revenue

21.3

22.0

-2.9 %

Operating Income

3.6

4.0

-10.2 %

Operating Margin %

16.7

18.1

 

Specialty Solutions revenue decreased approximately $0.6 million or 2.9% year-on-year, reflecting general market softness in the Display Merchandising business and in the Hydraulics business. Operating income decreased approximately $0.4 million or 10.2% year-on-year due to lower volume.

In fiscal third quarter 2025, on a sequential basis, the Company expects similar revenue and slightly higher operating margin.

Capital Allocation

  • Interest: In fiscal third quarter 2025, the Company expects interest expense to be between $7 million and $7.5 million.

  • Share Repurchase: During the fiscal second quarter 2025, the Company has repurchased approximately 4,000 shares for $0.8 million. There was approximately $28 million remaining on the Company’s current share repurchase authorization at the end of the fiscal second quarter 2025.

  • Capital Expenditures: In fiscal second quarter 2025, the Company’s capital expenditures were $7.0 million compared to $4.3 million in the fiscal second quarter of 2024. The Company expects fiscal year 2025 capital expenditures between $30 million and $35 million. Capital expenditures were $20.3 million in fiscal 2024.

  • Dividend: On January 24, 2025, the Company declared a quarterly cash dividend of $0.32 per share, an approximately 6.7% year-on-year increase. The dividend is payable February 28, 2025, to shareholders of record on February 14, 2025.

Balance Sheet and Cash Flow Highlights

  • Net Debt: Standex had net (cash) debt of $413.2 million on December 31, 2024, compared to $6.2 million at the end of fiscal second quarter 2024. Net (cash) debt for the second quarter of 2025 consisted primarily of long-term debt of $534.3 million and cash and equivalents of $121.1 million.
  • Cash Flow: Net cash provided by continuing operating activities for the three months ended December 31, 2024, was $9.1 million compared to $23.8 million in the prior year’s quarter. Free cash flow after capital expenditures was $2.2 million compared to free cash flow after capital expenditures of $19.5 million in the fiscal second quarter of 2024. 

Conference Call Details

Standex will host a conference call for investors tomorrow, January 31, 2025, at 8:30 a.m. ET. On the call, David Dunbar, President, and CEO, and Ademir Sarcevic, CFO, will review the Company’s financial results and business and operating highlights. Investors interested in listening to the webcast and viewing the slide presentation should log on to the “Investors” section of Standex’s website under the subheading, “Events and Presentations,” located at www.standex.com.

A replay of the webcast will also be available on the Company’s website shortly after the conclusion of the presentation online through January 31, 2026. To listen to the teleconference playback, please dial in the U.S. (888) 660-6345 or (646) 517-4150 internationally; the passcode is 72269#. The audio playback via phone will be available through February 7, 2025. The webcast replay can be accessed in the “Investor Relations” section of the Company’s website, located at www.standex.com.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, including non-GAAP adjusted income from operations, non-GAAP adjusted net income from continuing operations, free operating cash flow, EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted EBITDA, adjusted EBITDA to net debt, and adjusted earnings per share. The attached financial tables reconcile non-GAAP measures used in this press release to the most directly comparable GAAP measures. The Company believes that the use of non-GAAP measures which exclude the impact of restructuring charges, purchase accounting, amortization from acquired intangible assets, insurance recoveries, discrete tax events, gain or loss on sale of a business unit, acquisition costs, and litigation costs help investors to obtain a better understanding of our operating results and prospects, consistent with how management measures and forecasts the Company’s performance, especially when comparing such results to previous periods.  An understanding of the impact in a particular quarter of specific restructuring costs, acquisition expenses, or other gains and losses, on net income (absolute as well as on a per-share basis), operating income or EBITDA can give management and investors additional insight into core financial performance, especially when compared to quarters in which such items had a greater or lesser effect, or no effect.  Non-GAAP measures should be considered in addition to, and not as a replacement for, the corresponding GAAP measures, and may not be comparable to similarly titled measures reported by other companies.

About Standex

Standex International Corporation is a multi-industry manufacturer in five broad business segments: Electronics, Engraving, Scientific, Engineering Technologies, and Specialty Solutions with operations in the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India, and China. For additional information, visit the Company’s website at http://standex.com/.

Forward-Looking Statements

Statements contained in this Press Release that are not based on historical facts are “forward-looking statements“ within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company‘s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated.These factors include, but are not limited to: the impact of pandemics and other global crises or catastrophic events on employees, our supply chain, and the demand for our products and services around the world; materially adverse or unanticipated legal judgments, fines, penalties or settlements; conditions in the financial and banking markets, including fluctuations in exchange rates and the inability to repatriate foreign cash; domestic and international economic conditions, including the impact, length and degree of economic downturns on the customers and markets we serve and more specifically conditions in the electrical grid, automotive, construction, aerospace, defense, transportation, food service equipment, consumer appliance, energy, oil and gas and general industrial markets; lower-cost competition; the relative mix of products which impact margins and operating efficiencies in certain of our businesses; the impact of higher raw material and component costs, particularly steel, certain materials used in electronics parts, petroleum based products, and refrigeration components; the impact of higher transportation and logistics costs, especially with respect to transportation of goods from Asia; the impact of inflation on the costs of providing our products and services; an inability to realize the expected cost savings from restructuring activities including effective completion of plant consolidations, cost reduction efforts including procurement savings and productivity enhancements, capital management improvements, strategic capital expenditures, and the implementation of lean enterprise manufacturing techniques; the potential for losses associated with the exit from or divestiture of businesses that are no longer strategic or no longer meet our growth and return expectations; the inability to achieve the savings expected from global sourcing of raw materials and diversification efforts in emerging markets; the impact on cost structure and on economic conditions as a result of actual and threatened increases in trade tariffs; the inability to attain expected benefits from acquisitions and the inability to effectively consummate and integrate such acquisitions and achieve synergies envisioned by the Company; increased costs from acquisitions to improve and coordinate managerial, operational, financial, and administrative systems, including internal controls over financial reporting and  compliance with the Sarbanes-Oxley Act of 2002, and other costs related to such systems in connection with acquired businesses; market acceptance of our products; our ability to design, introduce and sell new products and related product components; the ability to redesign certain of our products to continue meeting evolving regulatory requirements; the impact of delays initiated by our customers; our ability to increase manufacturing production to meet demand including as a result of labor shortages; the impact on our operations of any successful cybersecurity attacks; and potential changes to future pension funding requirements. For a more comprehensive discussion of these and other factors, see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K filed with the SEC and available on the Company’s website. In addition, any forward-looking statements represent management’s estimates only as of the day made and should not be relied upon as representing management’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management’s estimates change.

 



Standex International Corporation



Consolidated Statement of Operations



(unaudited)



Three Months Ended



Six Months Ended



December 31,



December 31,

(In thousands, except per share data)


2024


2023


2024


2023

Net sales

$

189,814

178,400

$

360,278

$

363,174

Cost of sales

118,367

106,737

218,758

218,876

Gross profit

71,447

71,663

141,520

144,298

Selling, general and administrative expenses

42,189

41,243

83,232

82,747

(Gain) loss on sale of business

–

–

–

(274)

Restructuring costs

920

1,360

2,006

3,266

Amortization of acquired intangible assets

3,475

2,033

5,480

4,114

Acquisition related costs

16,400

1,195

18,240

1,696

Income from operations

8,463

25,832

32,562

52,749

Interest expense

5,575

1,019

6,552

2,295

Other non-operating (income) expense, net

890

332

862

1,178

Total

6,465

1,351

7,414

3,473

Income from continuing operations before income taxes

1,998

24,481

25,148

49,276

Provision for income taxes

710

5,409

5,672

11,312

Net income from continuing operations

1,288

19,072

19,476

37,964

Income (loss) from discontinued operations, net of tax

(13)

(201)

(4)

(279)

Net income

1,275

18,871

19,472

37,685

Less: net income attributable to redeemable noncontrolling interest

418

–

418

–

Net income attributable to Standex International

$

857

$

18,871

$

19,054

$

37,685



Basic earnings per share:

Income (loss) from discontinued operations

(0.00)

(0.02)

(0.00)

(0.02)

Total income (loss) attributable to Standex International

$

0.07

$

1.60

$

1.60

$

3.20



Diluted earnings per share:

Income (loss) from discontinued operations

(0.00)

(0.02)

(0.00)

(0.02)

Total income (loss) attributable to Standex International

$

0.07

$

1.59

$

1.59

$

3.17



Average Shares Outstanding

   Basic

11,942

11,791

11,872

11,762

   Diluted

12,025

11,858

11,972

11,891

 



Standex International Corporation



Condensed Consolidated Balance Sheets



(unaudited)



December 31,



June 30,

(In thousands)


2024


2024



ASSETS

Current assets:

  Cash and cash equivalents

$

121,147

154,203

  Accounts receivable, net

153,172

121,365

  Inventories

103,984

87,106

  Prepaid expenses and other current assets

86,619

67,421

    Total current assets

464,922

430,095

Property, plant, equipment, net

137,613

134,963

Intangible assets, net

207,504

78,673

Goodwill

586,712

281,283

Deferred tax asset

21,981

17,450

Operating lease right-of-use asset

39,987

37,078

Other non-current assets

24,219

25,515

    Total non-current assets

1,018,016

574,962

Total assets

$

1,482,938

$

1,005,057



LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY

Current liabilities:

  Accounts payable

$

73,390

63,364

  Accrued liabilities

59,584

56,698

  Income taxes payable

5,179

7,503

    Total current liabilities

138,153

127,565

Long-term debt

534,297

148,876

Operating lease long-term liabilities

33,914

30,725

Accrued pension and other non-current liabilities

93,905

76,388

    Total non-current liabilities

662,116

255,989

Redeemable non-controlling interest

26,635

–

Stockholders’ equity:

  Common stock

41,976

41,976

  Additional paid-in capital

132,327

106,193

  Retained earnings

1,097,857

1,086,277

  Accumulated other comprehensive loss

(187,769)

(182,956)

  Treasury shares

(428,357)

(429,987)

     Total stockholders’ equity

656,034

621,503

Total liabilities, redeemable noncontrolling interest and stockholders’ equity

$

1,482,938

$

1,005,057

 



Standex International Corporation and Subsidiaries



Statements of Consolidated Cash Flows



(unaudited)



Six Months Ended



December 31,

(In thousands)


2024


2023



Cash Flows from Operating Activities

Net income

$

19,472

37,685

Income (loss) from discontinued operations

(4)

(279)

Income from continuing operations

19,476

37,964

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

15,566

13,969

Stock-based compensation

5,155

4,824

Non-cash portion of restructuring charge

(896)

346

(Gain) loss on sale of business

–

(274)

Contributions to defined benefit plans

(4,766)

(1,541)

Net changes in operating assets and liabilities

(7,873)

(15,121)

Net cash provided by operating activities – continuing operations

26,662

40,167

Net cash provided by (used in) operating activities – discontinued operations

(31)

(422)

Net cash provided by (used in) operating activities

26,631

39,745



Cash Flows from Investing Activities

    Expenditures for property, plant and equipment

(13,690)

(8,587)

    Expenditures for acquisitions, net of cash acquired

(419,652)

(29,229)

    Proceeds from the sale of business

–

274

    Other investing activities

3,904

–

Net cash provided by (used in) investing activities

(429,438)

(37,542)



Cash Flows from Financing Activities

    Proceeds from borrowings

724,313

–

    Payments of debt

(339,110)

(25,000)

    Activity under share-based payment plans

1,791

1,189

    Purchase of treasury stock

(5,166)

(26,650)

    Cash dividends paid

(7,362)

(6,840)

    Other financing activities

(4,415)

–

Net cash provided by (used in) financing activities

370,051

(57,301)

Effect of exchange rate changes on cash

(300)

1,816

Net changes in cash and cash equivalents

(33,056)

(53,282)

Cash and cash equivalents at beginning of year

154,203

195,706

Cash and cash equivalents at end of period

$

121,147

$

142,424

 



Standex International Corporation



Selected Segment Data



(unaudited)



Three Months Ended



Six Months Ended



December 31,



December 31,

(In thousands)


2024


2023


2024


2023




Net Sales

Electronics

$

95,923

$

79,419

$

173,656

$

161,107

Engraving

31,454

40,845

64,817

81,639

Scientific

18,477

16,292

36,170

34,485

Engineering Technologies

22,649

19,887

43,179

38,107

Specialty Solutions

21,311

21,957

42,456

47,836

Total

$

189,814

$

178,400

$

360,278

$

363,174




Income from operations

Electronics

$

17,419

$

15,850

$

34,446

$

32,184

Engraving

4,122

8,910

9,946

16,505

Scientific

4,718

4,248

9,467

9,178

Engineering Technologies

3,692

3,405

7,702

6,422

Specialty Solutions

3,562

3,965

7,110

9,582

Restructuring

(920)

(1,360)

(2,006)

(3,266)

Acquisition related costs

(16,400)

(1,195)

(18,240)

(1,696)

Corporate

(7,730)

(7,991)

(15,863)

(16,434)

Total

$

8,463

$

25,832

$

32,562

$

52,749

 



Standex International Corporation



Reconciliation of GAAP to Non-GAAP Financial Measures



(unaudited)



Three Months Ended



Six Months Ended



December 31,



December 31,

(In thousands, except percentages)


2024


2023



%
Change


2024


2023



%
Change



Adjusted income from operations and adjusted net
income from continuing operations:



Net Sales

$

189,814

$

178,400

6.4 %

$

360,278

$

363,174

-0.8 %



Income from operations, as reported

$

8,463

$

25,832

-67.2 %

$

32,562

$

52,749

-38.3 %

Income from operations margin

4.5 %

14.5 %

9.0 %

14.5 %

Adjustments:

Restructuring charges

920

1,360

2,006

3,266

Acquisition-related costs

16,400

1,195

18,240

1,696

Amortization of acquired intangible assets

3,475

2,033

5,480

4,114

(Gain) loss on sale of business

–

–

–

(274)

Purchase accounting expenses

6,197

305

6,197

645



Adjusted income from operations

$

35,455

$

30,725

15.4 %

$

64,485

$

62,196

3.7 %

Adjusted income from operations margin

18.7 %

17.2 %

17.9 %

17.1 %

Interest and other income (expense), net

(6,465)

(1,351)

(7,414)

(3,473)

Foreign currency related (gain) loss on acquisition
and divestiture activities

–

(282)

–

(282)

Provision for income taxes

(710)

(5,409)

(5,672)

(11,312)

Discrete and other tax items

447

–

375

100

Tax impact of above adjustments

(5,822)

(1,016)

(7,005)

(2,067)



Net income from continuing operations, as adjusted

$

22,905

$

22,667

1.0 %

$

44,769

$

45,162

-0.9 %



EBITDA and Adjusted EBITDA:



Net income (loss) from continuing operations, as reported

$

1,288

$

19,072

-93.2 %

$

19,476

$

37,964

Net income from continuing operations margin

0.7 %

10.7 %

5.4 %

10.5 %

Add back:

Provision for income taxes

710

5,409

5,672

11,312

Interest expense

5,575

1,019

6,552

2,295

Depreciation and amortization

8,505

6,887

15,566

13,969



EBITDA

$

16,078

$

32,387

-50.4 %

$

47,266

$

65,540

-27.9 %

EBITDA Margin

8.5 %

18.2 %

13.1 %

18.0 %

Adjustments:

Restructuring charges

920

1,360

2,006

3,266

Acquisition-related costs

16,400

1,195

18,240

1,696

(Gain) loss on sale of business

–

–

–

(274)

Purchase accounting expenses

6,197

305

6,197

645



Adjusted EBITDA

$

39,595

$

34,965

13.2 %

$

73,709

$

70,591

4.4 %

Adjusted EBITDA Margin

20.9 %

19.6 %

20.5 %

19.4 %



Free operating cash flow:



Net cash provided by operating activities –
continuing operations, as reported

$

9,115

$

23,760

$

26,662

$

40,167

Less: Capital expenditures

(6,965)

(4,249)

(13,690)

(8,587)



Free cash flow from continuing operations

$

2,150

$

19,511

$

12,972

$

31,580

 



Standex International Corporation



Reconciliation of GAAP to Non-GAAP Financial Measures



(unaudited)



Three Months Ended



Six Months Ended



Adjusted earnings per share from continuing operations



December 31,



December 31,


2024


2023



%
Change


2024


2023



%
Change



Diluted earnings per share from continuing operations
attributable to Standex, as reported


$

0.07


$

1.61

-95.7 %


$

1.59


$

3.19

-50.2 %

Adjustments:

Net income (loss) attributable to non-controlling interest

0.03

–

0.03

–

Restructuring charges

0.06

0.09

0.13

0.21

Acquisition-related costs

1.10

0.08

1.22

0.11

Amortization of acquired intangible assets

0.22

0.13

0.35

0.27

Gain on bargain purchase

–

–

–

–

(Gain) loss on sale of business

–

–

–

(0.02)

Foreign currency related (gain) loss on acquisition and divestiture activities

–

(0.02)

–

(0.02)

Discrete tax items

0.04

–

0.04

0.01

Purchase accounting expenses

0.39

0.02

0.39

0.04



Diluted earnings per share from continuing operations
attributable to Standex, as adjusted


$

1.91


$

1.91

0.0 %


$

3.75


$

3.79

-1.1 %

 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/standex-reports-fiscal-second-quarter-2025-financial-results-302364820.html

SOURCE Standex International Corporation

Posted on

Diamondback Energy, Inc. Announces Drop Down Transaction

MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced that it has entered into a definitive purchase agreement with Viper Energy, Inc. (“Viper”), a subsidiary of Diamondback, to sell certain mineral and royalty interests from subsidiaries of Diamondback for $1 billion in cash and approximately 69.6 million units of Viper’s operating subsidiary (“OpCo”, and such units the “OpCo Units”) in a drop down transaction (“Drop Down”). The tax advantaged OpCo units, which will be issued together with an equal number of shares of Class B common stock of Viper, are exchangeable for shares of Class A common stock of Viper.

Based on the volume weighted average sales price of Viper’s common stock for the 30-trading day period ending on January 24, 2025 of $49.55, the transaction is valued at a total of $4.45 billion. Viper expects to fund the cash portion of this transaction through a combination of cash on hand, borrowings under Viper’s credit facility, and proceeds from one or more capital markets transactions, subject to market conditions and other factors.

“This Drop Down transaction with Viper is a major milestone in the continued synergy capture and execution of corporate development objectives related to the Endeavor transaction,” stated Travis Stice, Chairman and Chief Executive Officer of Diamondback. “Additionally, the Drop Down will accelerate debt reduction and increase Diamondback’s exposure to Viper’s differentiated growth profile and market-leading minerals position.”

Timing and Approvals

Diamondback expects the transaction to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and approval of the transaction by Viper’s stockholders.

Advisors

RBC Capital Markets is serving as financial advisor to Diamondback. Kirkland & Ellis LLP is acting as legal advisor to Diamondback.

Evercore is acting as financial advisor to the Audit Committee of Viper’s Board of Directors. Hunton Andrews Kurth LLP is acting as legal advisor to Viper’s Audit Committee.

About Diamondback

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger, the Drop Down transaction and other acquisitions or divestitures); and plans and objectives of management (including plans for future cash flow from operations) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

Additional Information about the Drop Down and Where to Find It

In connection with the Drop Down, Viper expects to file relevant materials with the SEC including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Viper will mail the definitive proxy statement to each Viper stockholder entitled to vote at the special meeting relating to the Drop Down. This document is not a substitute for the proxy statement or for any other document that Viper may file with the SEC and send to its stockholders in connection with the Pending Drop Down. INVESTORS AND STOCKHOLDERS IN VIPER ARE URGED TO CAREFULLY READ THE VIPER PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE DROP DOWN THAT VIPER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the Drop Down (when they become available) and any other documents filed by Viper with the SEC, may be obtained free of charge at the SEC’s website www.sec.gov. Copies of the documents filed with the SEC by Viper will be available free of charge on Viper’s website at www.viperenergy.com/investors.

Participants in the Solicitation

Viper and its directors and executive officers, and Diamondback as its parent and major stockholder, may be deemed, under SEC rules, to be participants in the solicitation of proxies from Viper’s stockholders in connection with the Drop Down. Information about the directors and executive officers of Viper and, as applicable, about Diamondback, is set forth in (i) in Viper’s proxy statement for its 2024 annual meeting, including under the headings “Proposal 1—Election of Directors”, “Executive Officers”, “Compensation Discussion and Analysis”, “Compensation Tables”, “Stock Ownership” and “Certain Relationships and Related Transactions,” which was filed with the SEC on April 25, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000119312524113976/d796418ddef14a.htm, (ii) Viper’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 22, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000160206524000010/vnom-20231231.htm and (iii) subsequent statements of changes in beneficial ownership on file with the SEC.

Additional information about Diamondback may be found in Diamondback’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed by Diamondback with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed by Viper with the SEC when they become available. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Viper’s website at www.viperenergy.com/investors.

No Offer or Solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Diamondback Investor Contact:

Adam Lawlis
+1 432.221.7467
[email protected]