vnom-20230501
false000160206500016020652023-05-012023-05-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2023
___________
VIPER ENERGY PARTNERS LP
(Exact Name of Registrant as Specified in Charter)
DE
001-36505
46-5001985
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
500 West Texas Ave.
Suite 100
Midland, TX
79701
(Address of principal
executive offices)
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common UnitsVNOMThe Nasdaq Stock Market LLC
(NASDAQ Global Select Market)

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

Emerging growth company

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



Item 2.02.    Results of Operations and Financial Condition.

On May 1, 2023, Viper Energy Partners LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the first quarter ended March 31, 2023 and the first quarter 2023 cash distributions. 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
NumberDescription
99.1
104Cover Page Interactive Data File (formatted as Inline XBRL).



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 hereunto duly authorized.
VIPER ENERGY PARTNERS LP
By:Viper Energy Partners GP LLC,
its general partner
Date:May 1, 2023
By:/s/ Teresa L. Dick
Name:Teresa L. Dick
Title:Chief Financial Officer, Executive Vice President and Assistant Secretary


Document

Exhibit 99.1
https://cdn.kscope.io/f916e4e61329b1206cb1a8a94fd2a8e1-viperlogoa30.gif

VIPER ENERGY PARTNERS LP, A SUBSIDIARY OF DIAMONDBACK ENERGY, INC., REPORTS FIRST QUARTER 2023 FINANCIAL AND OPERATING RESULTS

MIDLAND, Texas, May 1, 2023 (GLOBE NEWSWIRE) -- Viper Energy Partners LP (NASDAQ:VNOM) (“Viper” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today announced financial and operating results for the first quarter ended March 31, 2023.

FIRST QUARTER HIGHLIGHTS
Q1 2023 average production of 20,111 bo/d (34,967 boe/d), an increase of 1% from Q4 2022 and 11% year over year; highest in Company history
Received $7.5 million in lease bonus income
Q1 2023 consolidated net income (including non-controlling interest) of $88.3 million; net income attributable to Viper Energy Partners LP of $34.0 million, or $0.47 per common unit
Q1 2023 cash available for distribution to Viper’s common units (as defined and reconciled below) of $50.8 million, or $0.70 per common unit
Q1 2023 base cash distribution of $0.25 per common unit; implies a 3.4% annualized yield based on the April 28, 2023 unit closing price of $29.44
Q1 2023 variable cash distribution of $0.08 per common unit; total base-plus-variable distribution of $0.33 per common unit implies a 4.5% annualized yield based on the April 28, 2023 unit closing price of $29.44
Repurchased 1.1 million common units in Q1 2023 for $32.7 million, excluding excise tax (average price of $29.33 per unit)
Total Q1 2023 return of capital to LP unitholders of $38.1 million, or $0.53 per common unit, represents 75% of cash available for distribution from unit repurchases and the declared base-plus-variable distribution
Acquired 819 net royalty acres (696 of which are operated by Diamondback) for an aggregate purchase price of $115.8 million, including a $75.1 million drop down transaction from Diamondback
241 total gross (6.0 net 100% royalty interest) horizontal wells turned to production on Viper’s acreage during Q1 2023 with an average lateral length of 10,384 feet
Initiating average daily production guidance for Q2 2023 and Q3 2023 of 21,000 to 22,500 bo/d (36,250 to 38,750 boe/d), the midpoint of which implies 8.2% growth relative to Q1 2023
Increasing full year 2023 average daily production to 20,500 to 22,500 bo/d (35,250 to 38,750 boe/d), an increase of 2.4% at the midpoint




“The first quarter was a strong start to the year for Viper as oil production set a Company record for a fourth consecutive quarter. The advantaged nature of the royalty business model was highlighted during the quarter as we maintained our strong free cash flow conversion despite the volatility in commodity prices. We took advantage of this volatility through our flexible return of capital program by opportunistically repurchasing over one million common units while still being set to pay a distribution that provides an annualized yield of over four percent,” stated Travis Stice, Chief Executive Officer of Viper’s General Partner.

Mr. Stice continued, “Viper today also announced it completed a drop down transaction of certain royalty interests from Diamondback on operated properties located in Ward County. This transaction provides high NRI exposure to Diamondback’s expected development plan in the Southern Delaware Basin over the next several years and will enhance Viper’s growth profile over that same period. As a result of this acquisition, as well as continued outperformance from our legacy asset base, we have increased production guidance for 2023 by over two percent at the midpoint.”

DROP DOWN TRANSACTION

On March 8, 2023, Viper completed the acquisition of certain royalty interests from subsidiaries of Diamondback for approximately $75.1 million in cash, subject to customary post-closing adjustments. The acquisition was funded through a combination of cash on hand and borrowings under the Company’s revolving credit facility.

DROP DOWN HIGHLIGHTS
660 net royalty acres, 100% of which are operated by Diamondback, in Ward County
Acreage provides a 6.9% average NRI across ten Diamondback operated units
Q1 2023 average daily production of approximately 300 bo/d (72% oil); contributed approximately 80 bo/d of production to Q1 2023 financials given March 8, 2023 closing date
Full year 2023 estimated average daily production of 525 bo/d
Full year 2024 estimated average daily production of 550 bo/d

FINANCIAL UPDATE

Viper’s first quarter 2023 average unhedged realized prices were $75.48 per barrel of oil, $2.13 per Mcf of natural gas and $24.45 per barrel of natural gas liquids, resulting in a total equivalent realized price of $51.19/boe.

Viper’s first quarter 2023 average hedged realized prices were $74.30 per barrel of oil, $2.11 per Mcf of natural gas and $24.45 per barrel of natural gas liquids, resulting in a total equivalent realized price of $50.48/boe.

During the first quarter of 2023, the Company recorded total operating income of $169.0 million and consolidated net income (including non-controlling interest) of $88.3 million.

As of March 31, 2023, the Company had a cash balance of $9.1 million and total long-term debt outstanding (excluding debt issuance, discounts and premiums) of $700.4 million, resulting in net debt (as defined and reconciled below) of $691.2 million. Viper’s outstanding long-term debt as of March 31, 2023 consisted of $430.4 million in aggregate principal amount of its 5.375% Senior Notes due 2027 and $270.0 million in borrowings on its revolving credit facility, leaving $230.0 million available for future borrowings and $239.1 million of total liquidity.




FIRST QUARTER 2023 CASH DISTRIBUTION & CAPITAL RETURN PROGRAM

Viper announced today that the Board of Directors (the “Board”) of Viper Energy Partners General Partner declared a base distribution of $0.25 per common unit for the first quarter of 2023 payable on May 18, 2023 to eligible common unitholders of record at the close of business on May 11, 2023.

The Board also declared a variable cash distribution of $0.08 per common unit for the first quarter of 2023 payable on May 18, 2023 to eligible common unitholders of record at the close of business on May 11, 2023.

During the first quarter of 2023, Viper repurchased 1.1 million common units for an aggregate purchase price of $32.7 million, excluding excise tax, (average price of $29.33 per unit). In total, since the initiation of Viper’s common unit repurchase program through March 31, 2023, the Company repurchased 11.2 million common units for an aggregate of $253.3 million, reflecting an average price of $22.68 per unit.

OPERATIONS UPDATE

During the first quarter of 2023, Viper estimates that 241 gross (6.0 net 100% royalty interest) horizontal wells with an average royalty interest of 2.5% were turned to production on its acreage position with an average lateral length of 10,384 feet. Of these 241 gross wells, Diamondback is the operator of 50 gross wells, with an average royalty interest of 6.4%, and the remaining 191 gross wells, with an average royalty interest of 1.4%, are operated by third parties.

Additionally, during the first quarter of 2023, Viper acquired 159 net royalty acres from third party sellers for an aggregate net purchase price of $40.7 million, subject to customary post-closing adjustments. Of the acquired properties, approximately 36 net royalty acres are operated by Diamondback. Including the drop down, during the first quarter, Viper acquired a total of 819 net royalty acres for an aggregate net purchase price of $115.8 million.

As a result of these acquisitions, Viper’s footprint of mineral and royalty interests was 27,134 net royalty acres as of March 31, 2023.




The following table summarizes Viper’s gross well information:
Diamondback OperatedThird Party OperatedTotal
Horizontal wells turned to production (first quarter 2023)(1):
Gross wells50191241
Net 100% royalty interest wells3.22.86.0
Average percent net royalty interest6.4%1.4%2.5%
Horizontal producing well count (as of April 13, 2023):
Gross wells1,6333,9295,562
Net 100% royalty interest wells119.463.1182.5
Average percent net royalty interest7.3%1.6%3.3%
Horizontal active development well count (as of April 13, 2023):
Gross wells143345488
Net 100% royalty interest wells9.13.212.3
Average percent net royalty interest6.4%0.9%2.5%
Line of sight wells (as of April 13, 2023):
Gross wells177276453
Net 100% royalty interest wells8.24.112.3
Average percent net royalty interest4.7%1.5%2.7%
(1) Average lateral length of 10,384 feet.

The 488 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months. Further in regard to the active development on Viper’s asset base, there are currently 38 gross rigs operating on Viper’s acreage, nine of which are operated by Diamondback. The 453 line-of-sight wells are those that are not currently in the process of active development, but for which Viper has reason to believe that they will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third party operators or Diamondback’s current expected completion schedule. Existing permits or active development of Viper’s royalty acreage does not ensure that those wells will be turned to production.




GUIDANCE UPDATE

Below is Viper’s updated guidance for the full year 2023, as well as average production guidance for Q2 2023 and Q3 2023.
Viper Energy Partners
Q2 2023 / Q3 2023 Net Production - MBo/d21.00 - 22.50
Q2 2023 / Q3 2023 Net Production - MBoe/d36.25 - 38.75
Full Year 2023 Net Production - MBo/d20.50 - 22.50
Full Year 2023 Net Production - MBoe/d35.25 - 38.75
Unit costs ($/boe)
Depletion$9.75 - $10.75
Cash G&A$0.60 - $0.80
Non-Cash Unit-Based Compensation$0.10 - $0.20
Interest Expense(1)
$3.00 - $3.50
Production and Ad Valorem Taxes (% of Revenue) (2)
7% - 8%
Cash Tax Rate (% of Pre-Tax Income Attributable to Viper Energy Partners LP)(3)
20% - 22%
Q2 2023 Cash Taxes ($ - million)(4)
$8.0 - $12.0
(1)Assumes $430.0 million in principal of senior notes and current revolver balance.
(2)Includes production taxes of 4.6% for crude oil and 7.5% for natural gas and natural gas liquids and ad valorem taxes.
(3)Pre-tax income attributable to Viper Energy Partners LP is reconciled below.
(4)Attributable to Viper Energy Partners LP.




CONFERENCE CALL

Viper will host a conference call and webcast for investors and analysts to discuss its results for the first quarter of 2023 on Tuesday, May 2, 2023 at 10:00 a.m. CT. Access to the live audio-only webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Viper’s website at www.viperenergy.com under the “Investor Relations” section of the site.

About Viper Energy Partners LP
Viper is a limited partnership 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 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 Viper’s: future performance; business strategy; future operations; estimates and projections of operating income, losses, costs and expenses, returns, cash flow, and financial position; production levels on properties in which Viper has mineral and royalty interests, developmental activity by other operators; reserve estimates and Viper’s ability to replace or increase reserves; anticipated benefits of strategic transactions (such as acquisitions or divestitures); and plans and objectives of (including Diamondback’s plans for developing Viper’s acreage and Viper’s cash distribution policy and common unit repurchase program) 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 Viper are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Viper 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 its control. Accordingly, forward-looking statements are not guarantees of Viper’s future performance and the actual outcomes could differ materially from what Viper 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 such as the COVID-19 pandemic, 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 on the global energy markets and geopolitical stability; instability in the financial sector; concerns over economic slowdown or potential recession; rising interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production on Viper’s mineral and royalty acreage, or governmental orders, rules or regulations that impose production limits on such acreage; 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 and the risks and other factors disclosed in Viper’s filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the Securities and Exchange Commission's web site at http://www.sec.gov.

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, the 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 made in this news release. 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 disclaim any obligation to, update or revise any forward-looking statements unless required by applicable law.




Viper Energy Partners LP
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except unit amounts)
March 31,December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$9,106 $18,179 
Royalty income receivable (net of allowance for credit losses)83,038 81,657 
Royalty income receivable—related party36,324 6,260 
Derivative instruments1,357 9,328 
Other current assets3,445 3,196 
Total current assets133,270 118,620 
Property:
Oil and natural gas interests, full cost method of accounting ($1,262,269 and $1,297,221 excluded from depletion at March 31, 2023 and December 31, 2022, respectively)
3,582,601 3,464,819 
Land5,688 5,688 
Accumulated depletion and impairment(751,221)(720,234)
Property, net2,837,068 2,750,273 
Derivative instruments— 442 
Deferred income taxes (net of allowances)49,228 49,656 
Other assets170 1,382 
Total assets$3,019,736 $2,920,373 
Liabilities and Unitholders’ Equity
Current liabilities:
Accounts payable$436 $1,129 
Accounts payable—related party— 306 
Accrued liabilities17,759 19,600 
Derivative instruments2,099 — 
Income taxes payable9,477 911 
Total current liabilities29,771 21,946 
Long-term debt, net695,154 576,895 
Derivative instruments2,383 
Total liabilities727,308 598,848 
Unitholders’ equity:
General Partner629 649 
Common units (72,118,622 units issued and outstanding as of March 31, 2023 and 73,229,645 units issued and outstanding as of December 31, 2022)
666,259 689,178 
Class B units (90,709,946 units issued and outstanding March 31, 2023 and December 31, 2022)
807 832 
Total Viper Energy Partners LP unitholders’ equity667,695 690,659 
Non-controlling interest1,624,733 1,630,866 
Total equity2,292,428 2,321,525 
Total liabilities and unitholders’ equity$3,019,736 $2,920,373 




Viper Energy Partners LP
Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per unit data)
Three Months Ended March 31,
20232022
Operating income:
Royalty income$161,085 $193,089 
Lease bonus income—related party7,071 6,280 
Lease bonus income—third party400 2,402 
Other operating income402 132 
Total operating income168,958 201,903 
Costs and expenses:
Production and ad valorem taxes12,887 13,870 
Depletion30,987 27,411 
General and administrative expenses2,764 1,953 
Total costs and expenses46,638 43,234 
Income (loss) from operations122,320 158,669 
Other income (expense):
Interest expense, net(9,686)(9,645)
Gain (loss) on derivative instruments, net(15,103)(18,359)
Other income, net141 
Total other expense, net(24,648)(27,998)
Income (loss) before income taxes97,672 130,671 
Provision for (benefit from) income taxes9,406 2,630 
Net income (loss)88,266 128,041 
Net income (loss) attributable to non-controlling interest54,299 111,436 
Net income (loss) attributable to Viper Energy Partners LP$33,967 $16,605 
Net income (loss) attributable to common limited partner units:
Basic$0.47 $0.22 
Diluted$0.47 $0.22 
Weighted average number of common limited partner units outstanding:
Basic72,732 77,106 
Diluted72,815 77,214 




Condensed Viper Energy Partners LP
Consolidated Statements of Cash Flows
(unaudited, in thousands)
Three Months Ended March 31,
20232022
Cash flows from operating activities:
Net income (loss)$88,266 $128,041 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for (benefit from) deferred income taxes429 — 
Depletion30,987 27,411 
(Gain) loss on derivative instruments, net15,103 18,359 
Net cash receipts (payments) on derivatives(2,215)(10,264)
Other643 1,388 
Changes in operating assets and liabilities:
Royalty income receivable(1,381)(29,932)
Royalty income receivable—related party(30,064)(2,048)
Accounts payable and accrued liabilities(2,534)2,838 
Accounts payable—related party(306)— 
Income tax payable8,566 — 
Other(251)45 
Net cash provided by (used in) operating activities107,243 135,838 
Cash flows from investing activities:
Acquisitions of oil and natural gas interests—related party(75,073)— 
Acquisitions of oil and natural gas interests(40,802)2,621 
Proceeds from sale of oil and natural gas interests(1,908)29,336 
Other1,200 — 
Net cash provided by (used in) investing activities(116,583)31,957 
Cash flows from financing activities:
Proceeds from borrowings under credit facility118,000 44,000 
Repayment on credit facility— (100,000)
Repurchased units as part of unit buyback(33,022)(39,260)
Distributions to public (35,325)(35,894)
Distributions to Diamondback (49,366)(43,003)
Other(20)(20)
Net cash provided by (used in) financing activities267 (174,177)
Net increase (decrease) in cash and cash equivalents(9,073)(6,382)
Cash, cash equivalents and restricted cash at beginning of period18,179 39,448 
Cash, cash equivalents and restricted cash at end of period$9,106 $33,066 




Viper Energy Partners LP
Selected Operating Data
(unaudited)
Three Months Ended
March 31, 2023December 31, 2022March 31, 2022
Production Data:
Oil (MBbls)1,810 1,838 1,633 
Natural gas (MMcf)4,224 4,155 3,729 
Natural gas liquids (MBbls)633 683 586 
Combined volumes (MBOE)(1)
3,147 3,214 2,841 
Average daily oil volumes (BO/d)20,111 19,978 18,144 
Average daily combined volumes (BOE/d)34,967 34,935 31,567 
Average sales prices:
Oil ($/Bbl)$75.48 $83.30 $94.95 
Natural gas ($/Mcf)$2.13 $3.74 $4.07 
Natural gas liquids ($/Bbl)$24.45 $25.65 $38.99 
Combined ($/BOE)(2)
$51.19 $57.92 $67.97 
Oil, hedged ($/Bbl)(3)
$74.30 $82.71 $92.05 
Natural gas, hedged ($/Mcf)(3)
$2.11 $3.03 $3.71 
Natural gas liquids ($/Bbl)(3)
$24.45 $25.65 $38.99 
Combined price, hedged ($/BOE)(3)
$50.48 $56.66 $65.82 
Average Costs ($/BOE):
Production and ad valorem taxes$4.10 $3.37 $4.88 
General and administrative - cash component(4)
0.76 0.70 0.59 
Total operating expense - cash$4.86 $4.07 $5.47 
General and administrative - non-cash unit compensation expense$0.12 $0.10 $0.10 
Interest expense, net$3.08 $3.19 $3.39 
Depletion$9.85 $9.72 $9.65 
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Realized price net of all deducts for gathering, transportation and processing.
(3)Hedged prices reflect the impact of cash settlements of our matured commodity derivative transactions on our average sales prices.
(4)Excludes non-cash unit-based compensation expense for the respective periods presented.




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 (loss) attributable to Viper Energy Partners LP plus net income (loss) attributable to non-controlling interest (“net income (loss)”) before interest expense, net, non-cash unit-based compensation expense, depletion expense, non-cash (gain) loss on derivative instruments, (gain) loss on extinguishment of debt and provision for (benefit from) income taxes, if any. Adjusted EBITDA is not a measure of net income as determined by United States’ generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA is useful because it allows them 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, royalty income, cash flow from operating activities or any other measure of financial performance or liquidity presented as determined in accordance with GAAP. 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 income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Board may deem appropriate, lease bonus income, distribution equivalent rights payments and preferred distributions, if any. Management believes cash available for distribution is useful because it allows them to more effectively evaluate Viper’s operating performance excluding the impact of non-cash financial items and short-term changes in working capital. 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. Viper further defines cash available for variable distribution as 75 percent of cash available for distribution less base distributions declared and repurchased units as part of its unit buyback program for the applicable quarter.



The following tables present a reconciliation of the GAAP financial measure of net income (loss) to the non-GAAP financial measures of Adjusted EBITDA, cash available for distribution and cash available for variable distribution:
Viper Energy Partners LP
(unaudited, in thousands, except per unit data)
Three Months Ended March 31, 2023
Net income (loss) attributable to Viper Energy Partners LP$33,967 
Net income (loss) attributable to non-controlling interest54,299 
Net income (loss)88,266 
Interest expense, net9,686 
Non-cash unit-based compensation expense370 
Depletion30,987 
Non-cash (gain) loss on derivative instruments12,888 
Provision for (benefit from) income taxes9,406 
Consolidated Adjusted EBITDA151,603 
Less: Adjusted EBITDA attributable to non-controlling interest(1)
84,242 
Adjusted EBITDA attributable to Viper Energy Partners LP$67,361 
Adjustments to reconcile Adjusted EBITDA to cash available for distribution:
Income taxes payable for the current period$(8,978)
Debt service, contractual obligations, fixed charges and reserves(4,186)
Lease bonus income(2)
(3,309)
Distribution equivalent rights payments(72)
Preferred distributions(45)
Cash available for distribution to Viper Energy Partners LP unitholders$50,771 
Three Months Ended March 31, 2023
AmountsAmounts Per Common Unit
Reconciliation to cash available for variable distribution:
Cash available for distribution to Viper Energy Partners LP unitholders$50,771 $0.70 
75% Committed Return of Capital $38,078 $0.53 
Less:
Base distribution 18,030 0.25 
Repurchased units as part of unit buyback(2)
14,519 0.20 
Cash available for variable distribution$5,529 $0.08 
Total approved base and variable distribution per unit$0.33 
Common limited partner units outstanding72,119 
(1) Does not take into account special income allocation consideration.
(2) Reflects amounts attributable to the common unitholders’ ownership interest in Viper Energy Partners LP.




The following table presents a reconciliation of the GAAP financial measure of income (loss) before income taxes to the non-GAAP financial measure of pre-tax income attributable to Viper Energy Partners LP. Management believes this measure is useful to investors given it provides the basis for income taxes payable by Viper Energy Partners LP, which is an adjustment to reconcile Adjusted EBITDA to cash available for distribution to Viper Energy Partners LP unitholders.

Viper Energy Partners LP
Pre-tax income attributable to Viper Energy Partners LP
(unaudited, in thousands)
Three Months Ended
March 31, 2023
Income (loss) before income taxes$97,672 
Less: Net income (loss) attributable to non-controlling interest54,299 
Pre-tax income attributable to Viper Energy Partners LP$43,373 
Income taxes payable for the current period$8,978 
Effective cash tax rate attributable to Viper Energy Partners LP20.7 %

Adjusted net income (loss) is a non-GAAP financial measure equal to net income (loss) attributable to Viper Energy Partners, LP plus net income (loss) attributable to non-controlling interest adjusted for non-cash (gain) loss on derivative instruments, (gain) loss on extinguishment of debt, if any, and related income tax adjustments. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes adjusted net income helps investors in the oil and natural gas industry to measure and compare the Company’s performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors.




The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to Viper Energy Partners LP to the non-GAAP financial measure of adjusted net income (loss):

Viper Energy Partners LP
Adjusted Net Income (Loss)
(unaudited, in thousands, except per unit data)
Three Months Ended March 31, 2023
AmountsAmounts Per Diluted Unit
Net income (loss) attributable to Viper Energy Partners LP(a)
$33,967 $0.47 
Net income (loss) attributable to non-controlling interest54,299 0.74 
Net income (loss)(a)
88,266 1.21 
Non-cash (gain) loss on derivative instruments, net12,888 0.18 
Adjusted income excluding above items(a)
101,154 1.39 
Income tax adjustment for above items(1,241)(0.02)
Adjusted net income (loss)(a)
99,913 1.37 
Less: Adjusted net income (loss) attributed to non-controlling interests61,464 0.84 
Adjusted net income (loss) attributable to Viper Energy Partners LP(a)
$38,449 $0.53 
Weighted average common units outstanding:
Basic72,732 
Diluted72,815 
(a) The Partnership’s earnings (loss) per diluted unit amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of common units and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Viper Energy Partners LP, (ii) plus the reallocation of $0.1 million in earnings attributable to participating securities, divided by (iii) diluted weighted average common shares outstanding.

RECONCILIATION OF LONG-TERM DEBT TO NET DEBT

The Company defines net debt as debt (excluding debt issuance costs, discounts and premiums) less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company's leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.
March 31, 2023
Net Q1 Principal Borrowings/(Repayments)
December 31, 2022September 30, 2022June 30, 2022March 31, 2022
(in thousands)
Total long-term debt(1)
$700,350 $118,000 $582,350 $675,350 $680,350 $727,938 
Cash and cash equivalents(9,106)(18,179)(11,616)(4,312)(33,066)
Net debt$691,244 $564,171 $663,734 $676,038 $694,872 
(1) Excludes debt issuance costs, discounts & premiums.



Derivatives

As of the filing date, the Company had the following outstanding derivative contracts. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent. When aggregating multiple contracts, the weighted average contract price is disclosed.
Crude Oil (Bbls/day, $/Bbl)
Q2 2023Q3 2023Q4 2023FY 2024
Deferred Premium Puts - WTI (Cushing)12,000 12,000 8,000 — 
Strike$55.00 $55.00 $55.00 $— 
Premium$(1.82)$(1.80)$(1.89)$— 
Crude Oil (Bbls/day, $/Bbl)
Q2 2023Q3 2023Q4 2023FY 2024
Midland-Cushing Basis Swabs4,000 4,000 4,000 — 
Swap Price$1.05 $1.05 $1.05 $— 
Natural Gas (Mmbtu/day, $/Mmbtu)
Q2 2023Q3 2023Q4 2023FY 2024
Natural Gas Basis Swaps - Waha Hub30,000 30,000 30,000 30,000 
Swap Price$(1.33)$(1.33)$(1.33)$(1.20)

Investor Contact:

Austen Gilfillian
+1 432.221.7420
agilfillian@viperenergy.com

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