UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 4, 2014
Viper Energy Partners LP
(Exact Name of Registrant as Specified in Charter)
Delaware (State or other jurisdiction of incorporation) | 001-36505 (Commission File Number) | 46-5001985(I.R.S. Employer Identification Number) |
500 West Texas Suite 1200 Midland, Texas (Address of principal executive offices) | 79701 (Zip code) | |
(432) 221-7400 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | |
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2014, Viper Energy Partners LP issued a press release announcing third quarter 2014 cash distributions and financial and operating results for the third quarter ended September 30, 2014. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits |
Number | Exhibit | ||
99.1 | Press release dated November 4, 2014 announcing third quarter 2014 cash distributions and financial and operating results for the third quarter ended September 30, 2014. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VIPER ENERGY PARTNERS LP | ||||
By: | Viper Energy Partners GP LLC, | |||
its general partner | ||||
Date: November 5, 2014 | By: | /s/ Randall J. Holder | ||
Randall J. Holder | ||||
Vice President, General Counsel and Secretary | ||||
Exhibit Index
Number | Exhibit | ||
99.1 | Press release dated November 4, 2014 announcing third quarter 2014 cash distributions and financial and operating results for the third quarter ended September 30, 2014. | ||
Exhibit 99.1
News Release
Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com
Viper Energy Partners LP, a Subsidiary of Diamondback Energy, Inc., Reports Third Quarter 2014 Cash Distributions and Financial and Operating Results
MIDLAND, Texas, Nov. 4, 2014 -- Viper Energy Partners LP (Nasdaq:VNOM) (“Viper”), a subsidiary of Diamondback Energy, Inc. (Nasdaq:FANG) (“Diamondback”), today announced financial and operating results for the third quarter ended September 30, 2014.
HIGHLIGHTS
● Cash distribution of $0.25 per unit for the period from June 23, 2014 to September 30, 2014.
● Net income was $11.8 million and Adjusted EBITDA (as defined below) was $21.4 million, in each case for the period from June 23, 2014 through September 30, 2014.
● Viper has no debt and an undrawn revolving credit facility of $110 million following its September 2014 offering.
● As previously reported, third quarter 2014 production increased 39% to 3,366 boe/d from Q2 2014 production of 2,428 boe/d.
CASH DISTRIBUTIONS
Viper today announced that the Board of Directors of its general partner has approved a cash distribution attributable to the period from June 23, 2014 through September 30, 2014 of $0.25 per unit, payable on November 28, 2014, to unitholders of record at the close of business on November 21, 2014.
PRODUCTION UPDATE
As previously reported in Viper's interim operational update, production attributable to Viper's mineral interests was 309.7 Mboe, or 3,366 boe/d for the third quarter of 2014, as compared to 221.0 Mboe, or 2,428 boe/d for the second quarter of 2014. The production mix was comprised of 75% oil, 14% natural gas liquids and 11% natural gas in the third quarter of 2014.
“I am pleased to report our first cash distribution of $0.25 per unit as a publicly traded limited partnership driven by 3Q 2014 production of 3,366 boe/d attributable to Viper's mineral interests, which represents a 39% increase in production over 2Q 2014 volumes. Viper's high quality mineral interest asset base does not require Viper to make any capital expenditures or pay lease operating expenses, which results in more cash available for distribution,” stated Travis Stice, Chief Executive Officer of Viper.
Conference Call
Diamondback Energy, Inc. and Viper Energy Partners LP will host a joint conference call and webcast for investors and analysts to discuss their respective results for the quarter ended September 30, 2014 on Wednesday, November 5, 2014 at 10:00 a.m. CT. Participants should call (877) 440-7573 (United States/Canada) or (253) 237-1144 (International) and utilize the confirmation code 25426681. A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call (855) 859-2056 (United States/ Canada) or (404) 537-3406 (International) and enter confirmation code 25426681. The recording will be available from 1:00 p.m. CT on Wednesday, November 5, 2014 through Monday, November 10, 2014 at 10:59 p.m. CT. A live broadcast of the earnings conference call will also be available via the internet at www.diamondbackenergy.com under the “Investor Relations” section of the site. The webcast will be archived on the site.
About Viper Energy Partners LP
Viper Energy Partners LP (Nasdaq:VNOM) is a limited partnership formed by Diamondback Energy, Inc. (Nasdaq:FANG) to, among other things, own, acquire and exploit oil and natural gas properties in North America, with an initial focus on the Permian Basin.
About Diamondback Energy, Inc.
Diamondback Energy, Inc. (Nasdaq:FANG) 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. Diamondback's activities are primarily focused on the horizontal exploitation of multiple intervals within the Wolfcamp, Spraberry, Clearfork and Cline formations.
Forward-Looking Statements
This press release may include forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Viper's and Diamondback's SEC filings, including their respective Forms 10-K, 10-Q and 8-K. Each o Viper and Diamondback undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forwar-d looking statements, which speak only as of the date of this press release.
Viper Energy Partners LP | ||||||||
Consolidated Statements of Operations | ||||||||
(Unaudited) | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2014 | 2014 | |||||||
Statements of Operations Data: | (In thousands, except per unit amounts) | |||||||
Operating Results: | ||||||||
Royalty income | $ | 22,767 | $ | 55,869 | ||||
Costs and Expenses: | ||||||||
Production and ad valorem taxes | 1,478 | 3,791 | ||||||
Depletion | 7,971 | 19,602 | ||||||
General and administrative expenses | 1,250 | 1,535 | ||||||
General and administrative expenses - related party | 893 | 1,049 | ||||||
Total costs and expenses | 11,592 | 25,977 | ||||||
Income from operations | 11,175 | 29,892 | ||||||
Other income (expense) | ||||||||
Interest expense, net of capitalized interest | (317 | ) | (317 | ) | ||||
Interest expense, related party, net of capitalized interest | — | (10,755 | ) | |||||
Other income | 11 | 11 | ||||||
Total other income (expense), net | (306 | ) | (11,061 | ) | ||||
Net income | $ | 10,869 | $ | 18,831 | ||||
Allocation of net income: | ||||||||
Net income attributable to the period through June 22, 2014 | $ | 7,021 | ||||||
Net income attributable to the period June 23, 2014 through September 30, 2014 | 11,810 | |||||||
$ | 18,831 | |||||||
Net income attributable to limited partners per unit: | ||||||||
Basic | $ | 0.14 | $ | 0.15 | ||||
Diluted | $ | 0.14 | $ | 0.15 | ||||
Weighted average number of limited partner units outstanding: | ||||||||
Basic | 76,618 | 76,589 | ||||||
Diluted | 77,235 | 76,659 | ||||||
Three Months Ended | Nine Months Ended | |||||
September 30, | September 30, | |||||
2014 | 2014 | |||||
(unaudited) | ||||||
Production Data: | ||||||
Oil (Bbls) | 233,971 | 553,675 | ||||
Natural gas (Mcf) | 199,877 | 438,909 | ||||
Natural gas liquids (Bbls) | 42,410 | 99,213 | ||||
Combined volumes (BOE) | 309,694 | 726,040 | ||||
Daily combined volumes (BOE/d) | 3,366 | 2,659 | ||||
% Oil | 75 | % | 76 | % | ||
Average sales prices: | ||||||
Oil, realized ($/Bbl) | $88.69 | $92.06 | ||||
Natural gas realized ($/Mcf) | 4.07 | 4.34 | ||||
Natural gas liquids ($/Bbl) | 28.37 | 30.17 | ||||
Average price realized ($/Boe) | 73.51 | 76.95 | ||||
Non-GAAP Financial Measures
Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Viper defines Adjusted EBITDA as net income plus interest expense, net of capitalized interest, unit-based compensation expense and depletion. Adjusted EBITDA is not a measure of net income (loss) as determined by United States' generally accepted accounting principles, or GAAP. Management believes Adjusted EBITDA is useful because it allows it to more effectively evaluate Viper's operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of Viper's operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Viper defines cash available for distribution generally as an amount equal to its Adjusted EBITDA for the applicable quarter less cash needed for debt service and other contractual obligations and fixed charges and reserves for future operating or capital needs that the board of directors of Viper's general partner may deem appropriate. Viper's computations of Adjusted EBITDA and cash available for distribution may not be comparable to other similarly titled measures of other companies or to such measure in its credit facility or any of its other contracts.
The following tables present a reconciliation of the non-GAAP financial measures of Adjusted EBITDA and cash available for distribution to the GAAP financial measure of net income.
Period From June 23, 2014 | ||||
through | ||||
September 30, 2014 | ||||
(unaudited, in thousands, except per unit amounts) | ||||
Net income | $ | 11,810 | ||
Interest expense, net of capitalized interest | 317 | |||
Unit-based compensation expense | 1,011 | |||
Depletion | 8,251 | |||
Adjusted EBITDA | $ | 21,389 | ||
Adjustments to reconcile Adjusted EBITDA to cash available for distribution: | ||||
Debt service fees and interest paid | $ | (1,542 | ) | |
Cash available for distribution | $ | 19,847 | ||
Limited Partner units outstanding | 79,700 | |||
Cash available for distribution per limited partner unit | $ | 0.25 | ||