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ý
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-5001985
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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500 West Texas, Suite 1200
Midland, Texas
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79701
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(Address of Principal Executive Offices)
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(Zip Code)
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Large Accelerated Filer
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o
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Accelerated Filer
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o
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Non-Accelerated Filer
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ý
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Smaller Reporting Company
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o
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VIPER ENERGY PARTNERS LP
TABLE OF CONTENTS
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Page
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ITEM1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 6.
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•
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our ability to execute our business strategies;
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•
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the volatility of realized oil and natural gas prices;
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•
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the level of production on our properties;
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•
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regional supply and demand factors, delays or interruptions of production;
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•
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our ability to replace our oil and natural gas reserves;
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•
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our ability to identify, complete and integrate acquisitions of properties or businesses;
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•
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general economic, business or industry conditions;
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•
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competition in the oil and natural gas industry;
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•
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the ability of our operators to obtain capital or financing needed for development and exploration operations;
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•
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title defects in the properties in which we invest;
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•
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uncertainties with respect to identified drilling locations and estimates of reserves;
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•
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the availability or cost of rigs, equipment, raw materials, supplies, oilfield services or personnel;
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•
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restrictions on the use of water;
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•
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the availability of transportation facilities;
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•
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the ability of our operators to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals;
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•
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federal and state legislative and regulatory initiatives relating to hydraulic fracturing;
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•
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future operating results;
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•
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exploration and development drilling prospects, inventories, projects and programs;
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•
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operating hazards faced by our operators;
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•
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the ability of our operators to keep pace with technological advancements; and
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September 30,
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December 31,
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|
||||
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|
2014
|
|
2013
¬
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|
||||
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|
||||
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(In thousands, except unit amounts)
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|
||||||
Assets
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
13,504
|
|
|
$
|
762
|
|
|
Royalty income receivable
|
|
9,965
|
|
|
9,426
|
|
|
||
Other current assets
|
|
567
|
|
|
—
|
|
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||
Total current assets
|
|
24,036
|
|
|
10,188
|
|
|
||
Oil and natural gas interests, based on the full cost method of accounting ($157,249 and $160,302 excluded from depletion at September 30, 2014 and December 31, 2013, respectively)
|
|
510,997
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|
|
448,034
|
|
|
||
Accumulated depletion
|
|
(24,801
|
)
|
|
(5,199
|
)
|
|
||
|
|
486,196
|
|
|
442,835
|
|
|
||
Other assets
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|
35,076
|
|
|
—
|
|
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Total assets
|
|
$
|
545,308
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|
$
|
453,023
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Liabilities and Unitholders’ Equity/Members’ Equity
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||||
Current liabilities:
|
|
|
|
|
|
||||
Accounts payable
—
related party
|
|
$
|
—
|
|
|
$
|
9,779
|
|
|
Other accrued liabilities
|
|
1,789
|
|
|
256
|
|
|
||
Total current liabilities
|
|
1,789
|
|
|
10,035
|
|
|
||
Note payable—related party
|
|
—
|
|
|
440,000
|
|
|
||
Total liabilities
|
|
1,789
|
|
|
450,035
|
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||||
Members’ equity
|
|
—
|
|
|
2,988
|
|
|
||
Unitholders’ equity:
|
|
|
|
|
|
||||
General partner
|
|
—
|
|
|
—
|
|
|
||
Common units (79,700,000 units issued and outstanding as of September 30, 2014)
|
|
543,519
|
|
|
—
|
|
|
||
Total unitholders’ equity/members’ equity
|
|
543,519
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|
|
2,988
|
|
|
||
Total liabilities and unitholders’ equity/members’ equity
|
|
$
|
545,308
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|
|
$
|
453,023
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|
|
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|
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Period From Inception
|
||||||
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Three Months Ended
|
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Nine Months Ended
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(September 18, 2013) Through
|
||||||
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September 30,
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September 30,
|
|
December 31,
|
||||||
|
|
2014
|
|
2014
¬
|
|
2013
¬
|
||||||
|
|
|
|
|
|
|
||||||
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(In thousands, except per unit amounts)
|
||||||||||
Royalty income
|
|
$
|
22,767
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|
|
$
|
55,869
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|
|
$
|
14,987
|
|
Costs and expenses:
|
|
|
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|
||||||
Production and ad valorem taxes
|
|
1,478
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|
|
3,791
|
|
|
972
|
|
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Depletion
|
|
7,971
|
|
|
19,602
|
|
|
5,199
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|
|||
General and administrative expenses
|
|
1,250
|
|
|
1,535
|
|
|
—
|
|
|||
General and administrative expenses
—
related party
|
|
893
|
|
|
1,049
|
|
|
87
|
|
|||
Total costs and expenses
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11,592
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|
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25,977
|
|
|
6,258
|
|
|||
Income from operations
|
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11,175
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29,892
|
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|
8,729
|
|
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Other income (expense)
|
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|
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Interest expense
|
|
(317
|
)
|
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(317
|
)
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—
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Interest expense—related party, net of capitalized interest
|
|
—
|
|
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(10,755
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)
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(5,741
|
)
|
|||
Other income
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|
11
|
|
|
11
|
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—
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|||
Total other income (expense), net
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(306
|
)
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(11,061
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)
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(5,741
|
)
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Net income
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$
|
10,869
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|
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$
|
18,831
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$
|
2,988
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||||||
Allocation of net income:
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|
||||||
Net income attributable to the period through June 22, 2014
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|
|
$
|
7,021
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|
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|
||||
Net income attributable to the period June 23, 2014 through September 30, 2014
|
|
|
|
11,810
|
|
|
|
|||||
|
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|
|
$
|
18,831
|
|
|
|
||||
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|
|
|
|
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|
||||||
Net income attributable to common limited partners per unit:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
|
||
Diluted
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
|
||
|
|
|
|
|
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|
||||||
Weighted average number of limited partner units outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
76,618
|
|
|
76,589
|
|
|
|
||||
Diluted
|
|
77,235
|
|
|
76,659
|
|
|
|
||||
|
|
|
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|
||||||
|
|
|
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|
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|
||||||
|
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|
|
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Limited Partners
|
|
|
|
|
|
||||||
|
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Predecessor
|
|
|
|
||||||
|
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|
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Members’
|
|
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|
||||||
|
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Common
|
|
Equity
|
|
Total
|
|
||||||
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|
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|
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|
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|
||||||
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(In thousands)
|
|
||||||||||
Balance at December 31, 2013
¬
|
|
$
|
—
|
|
|
$
|
2,988
|
|
|
$
|
2,988
|
|
|
Net income attributable to the period through June 22, 2014
|
|
—
|
|
|
7,021
|
|
|
7,021
|
|
|
|||
Contribution of Note Payable to Equity
|
|
—
|
|
|
437,115
|
|
|
437,115
|
|
|
|||
Exchange of Predecessor interests for units (Note 1)
|
|
447,124
|
|
|
(447,124
|
)
|
|
—
|
|
|
|||
Net proceeds from the issuance of common units
|
|
232,334
|
|
|
—
|
|
|
232,334
|
|
|
|||
Distribution to Diamondback (Note 1)
|
|
(148,760
|
)
|
|
—
|
|
|
(148,760
|
)
|
|
|||
Unit-based compensation
|
|
1,011
|
|
|
—
|
|
|
1,011
|
|
|
|||
Net income attributable to the period June 23, 2014 through September 30, 2014
|
|
11,810
|
|
|
—
|
|
|
11,810
|
|
|
|||
Balance at September 30, 2014
|
|
$
|
543,519
|
|
|
$
|
—
|
|
|
$
|
543,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period From Inception
|
||||
|
|
Nine Months Ended
|
|
(September 18, 2013) Through
|
||||
|
|
September 30,
|
|
December 31,
|
||||
|
|
2014
¬
|
|
2013
¬
|
||||
|
|
|
|
|
||||
|
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
18,831
|
|
|
$
|
2,988
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depletion
|
|
19,602
|
|
|
5,199
|
|
||
Amortization of debt issuance costs
|
|
47
|
|
|
—
|
|
||
Unit-based compensation expense
|
|
1,011
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Royalty income receivable
|
|
(539
|
)
|
|
(9,426
|
)
|
||
Other current assets
|
|
(567
|
)
|
|
—
|
|
||
Accounts payable
—
related party
|
|
(9,779
|
)
|
|
5,828
|
|
||
Accounts payable and other accrued liabilities
|
|
1,027
|
|
|
256
|
|
||
Net cash provided by operating activities
|
|
29,633
|
|
|
4,845
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Additions to oil and natural gas interests
|
|
(5,275
|
)
|
|
(4,083
|
)
|
||
Acquisition of mineral interests
|
|
(57,688
|
)
|
|
—
|
|
||
Cost method investment
|
|
(33,851
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(96,814
|
)
|
|
(4,083
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Proceeds from borrowings on credit facility
|
|
78,000
|
|
|
—
|
|
||
Repayment on credit facility
|
|
(78,000
|
)
|
|
—
|
|
||
Principal payment on subordinated note
|
|
(2,885
|
)
|
|
—
|
|
||
Debt issuance costs
|
|
(1,272
|
)
|
|
—
|
|
||
Proceeds from public offerings
|
|
234,546
|
|
|
—
|
|
||
Public offering costs
|
|
(1,706
|
)
|
|
—
|
|
||
Distribution to Diamondback (Note 1)
|
|
(148,760
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
|
79,923
|
|
|
—
|
|
||
Net increase in cash
|
|
12,742
|
|
|
762
|
|
||
Cash at beginning of period
|
|
762
|
|
|
—
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
13,504
|
|
|
$
|
762
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Interest paid, net of capitalized interest
|
|
$
|
16,766
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Supplemental disclosure of non
—
cash transactions:
|
|
|
|
|
||||
Mineral interest acquired in exchange for note payable
|
|
$
|
—
|
|
|
$
|
440,000
|
|
Note payable converted to equity
|
|
$
|
437,115
|
|
|
$
|
—
|
|
Capitalized interest
|
|
$
|
5,275
|
|
|
$
|
3,951
|
|
|
|
|
|
|
||||
|
|
September 30,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Oil and natural gas interests:
|
|
|
|
|
||||
Subject to depletion
|
|
$
|
353,748
|
|
|
$
|
287,732
|
|
Not subject to depletion
—
acquisition costs
|
|
|
|
|
||||
Incurred in 2014
|
|
52,085
|
|
|
—
|
|
||
Incurred in 2013
|
|
105,164
|
|
|
160,302
|
|
||
Total not subject to depletion
|
|
157,249
|
|
|
160,302
|
|
||
|
|
|
|
|
||||
Gross oil and natural gas interests
|
|
510,997
|
|
|
448,034
|
|
||
Less accumulated depletion
|
|
(24,801
|
)
|
|
(5,199
|
)
|
||
Oil and natural gas interests, net
|
|
$
|
486,196
|
|
|
$
|
442,835
|
|
|
|
|
|
|
Financial Covenant
|
|
|
Required Ratio
|
Ratio of total debt to EBITDAX
|
|
Not greater than 4.0 to 1.0
|
|
Ratio of current assets to liabilities, as defined in the credit agreement
|
|
Not less than 1.0 to 1.0
|
|
EBITDAX will be annualized beginning with the quarter ended September 30, 2014 and ending with the quarter ending March 31, 2015
|
|
|
September 30, 2014
|
||||||
|
|
Carrying
|
|
|
||||
|
|
Amount
|
|
Fair Value
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Debt:
|
|
|
|
|
||||
Revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
2014
|
|
||
Grant-date fair value
|
|
$
|
4.24
|
|
|
Expected volatility
|
|
36.0
|
%
|
|
|
Expected dividend yield
|
|
5.9
|
%
|
|
|
Expected term (in years)
|
|
3.0
|
|
|
|
Risk-free rate
|
|
0.99
|
%
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
||||||||
|
|
Unit
|
|
Exercise
|
|
Remaining
|
|
Intrinsic
|
||||||
|
|
Options
|
|
Price
|
|
Term
|
|
Value
|
||||||
|
|
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Outstanding at December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Granted
|
|
2,500,000
|
|
|
$
|
26.00
|
|
|
|
|
|
|||
Outstanding at September 30, 2014
|
|
2,500,000
|
|
|
$
|
26.00
|
|
|
2.72
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested and Expected to vest at September 30, 2014
|
|
2,500,000
|
|
|
$
|
26.00
|
|
|
2.72
|
|
|
$
|
—
|
|
Exercisable at September 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Common
|
|
|
|
|
|
Diamondback Energy, Inc. ownership of common units
|
|
70,450,000
|
|
Common units issued in June 23, 2014 IPO
|
|
5,750,000
|
|
Common units issued in September 19, 2014 public offering
|
|
3,500,000
|
|
Balance September 30, 2014
|
|
79,700,000
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
|
|
September 30,
|
|
September 30,
|
||||
|
|
|
2014
|
|
2014
¬
|
||||
|
|
|
|
|
|
||||
|
|
|
(In thousands, except per unit amounts)
|
||||||
Net income
|
|
$
|
10,869
|
|
|
$
|
11,810
|
|
|
Net income per common unit, basic
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
Net income per common unit, diluted
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
Weighted-average common units outstanding, basic
|
|
76,618
|
|
|
76,588
|
|
|||
Weighted-average common units outstanding, diluted
|
|
77,235
|
|
|
76,659
|
|
|||
|
|
|
|
|
|
||||
¬
|
Net income attributable to the period June 23, 2014 through September 30, 2014
|
||||||||
|
|
|
|
|
|
•
|
In connection with the closing of the IPO, the subordinated note was converted to equity; therefore, we no longer have the note payable and related interest expense.
|
•
|
On July 8, 2014, the Partnership entered into a secured revolving credit agreement with Wells Fargo Bank, National Association, or Wells Fargo, as the administrative agent, sole book runner and lead arranger. The credit agreement provides for a revolving credit facility in the maximum amount of
$500.0 million
, subject to scheduled semi-annual and other elective collateral borrowing base redeterminations based on the Partnership’s oil and natural gas reserves and other factors (the “borrowing base”). The borrowing base is scheduled to be redetermined semi-annually with effective dates of April 1st and October 1st. In addition, the Partnership may request up to
three
additional redeterminations of the borrowing base during any
12
-month period. As of
September 30, 2014
, the borrowing base was set at
$110.0 million
. The Partnership had
no
outstanding borrowings as of
September 30, 2014
.
|
•
|
We anticipate incurring incremental general and administrative expenses of approximately $2.5 million annually as a result of being a publicly traded partnership, consisting of expenses associated with SEC reporting requirements, including annual and quarterly reports to unitholders, tax return and Schedule K-1 preparation and distribution, Sarbanes-Oxley Act compliance, NASDAQ Global Select Market listing, independent auditor fees, legal fees, investor relations activities, registrar and transfer agent fees, director and officer insurance and director compensation.
|
•
|
The Partnership Agreement requires us to reimburse the General Partner for all direct and indirect expenses incurred or paid on our behalf and all other expenses allocable to us or otherwise incurred by our General Partner in connection with operating our business. The Partnership Agreement does not set a limit on the amount of expenses for which our General Partner and its affiliates may be reimbursed. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our General Partner by its affiliates. Our General Partner is entitled to determine the expenses that are allocable to us.
|
•
|
On June 17, 2014, under the Long Term Incentive Plan, or LTIP, adopted in connection with the IPO, the Partnership granted awards of an aggregate of 2,500,000 unit options under the LTIP to executive officers of the General Partner.
|
•
|
In connection with the closing of the IPO, we and our General Partner entered into an advisory services agreement with Wexford pursuant to which Wexford provides general financial and strategic advisory services to us and our General Partner in exchange for a
$500,000
annual fee and certain expense reimbursement.
|
•
|
In connection with the closing of the IPO, we entered into a tax sharing agreement with Diamondback pursuant to which we will reimburse Diamondback for our share of state and local income and other taxes for which our results are included in a combined or consolidated tax return filed by Diamondback with respect to taxable periods including or beginning on June 23, 2014. The amount of any such reimbursement is limited to the tax the Partnership would have paid had it not been included in a combined group with Diamondback. Diamondback may use its tax attributes to cause its combined or consolidated group, of which we may be a member for this purpose, to owe less or no tax. In such a situation, we would reimburse Diamondback for the tax we would have owed had the tax attributes not been available or used for our benefit, even though Diamondback had no cash tax expense for that period.
|
|
|
|
|
|
|
Period From Inception
|
||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
(September 18, 2013) Through
|
||||||
|
|
September 30,
|
|
September 30,
|
|
December 31,
|
||||||
|
|
2014
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(unaudited, in thousands, except production data)
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
||||||
Royalty income
|
|
$
|
22,767
|
|
|
$
|
55,869
|
|
|
$
|
14,987
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Production and ad valorem taxes
|
|
1,478
|
|
|
3,791
|
|
|
972
|
|
|||
Depletion
|
|
7,971
|
|
|
19,602
|
|
|
5,199
|
|
|||
General and administrative expenses
|
|
1,250
|
|
|
1,535
|
|
|
—
|
|
|||
General and administrative expenses—related party
|
|
893
|
|
|
1,049
|
|
|
87
|
|
|||
Total costs and expenses
|
|
11,592
|
|
|
25,977
|
|
|
6,258
|
|
|||
Income from operations
|
|
11,175
|
|
|
29,892
|
|
|
8,729
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(317
|
)
|
|
(317
|
)
|
|
—
|
|
|||
Interest expense—related party, net of capitalized interest
|
|
—
|
|
|
(10,755
|
)
|
|
(5,741
|
)
|
|||
Other income
|
|
11
|
|
|
11
|
|
|
—
|
|
|||
Total other income (expense), net
|
|
(306
|
)
|
|
(11,061
|
)
|
|
(5,741
|
)
|
|||
Net income
|
|
$
|
10,869
|
|
|
$
|
18,831
|
|
|
$
|
2,988
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Production Data:
|
|
|
|
|
|
|
||||||
Oil (Bbls)
|
|
233,971
|
|
|
553,675
|
|
|
150,815
|
|
|||
Natural gas (Mcf)
|
|
199,877
|
|
|
438,909
|
|
|
108,264
|
|
|||
Natural gas liquids (Bbls)
|
|
42,410
|
|
|
99,213
|
|
|
19,971
|
|
|||
Combined volumes (BOE)
|
|
309,694
|
|
|
726,040
|
|
|
188,830
|
|
|||
Daily combined volumes (BOE/d)
|
|
3,366
|
|
|
2,659
|
|
|
1,798
|
|
|||
% Oil
|
|
75
|
%
|
|
76
|
%
|
|
80
|
%
|
|
|
|
|
|
|
Period From Inception
|
||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
(September 18, 2013) Through
|
||||||
|
|
September 30,
|
|
September 30,
|
|
December 31,
|
||||||
|
|
2014
|
|
2014
|
|
2013
|
||||||
|
|
|
||||||||||
|
|
(unaudited, in thousands)
|
||||||||||
Net Income
|
|
$
|
10,869
|
|
|
$
|
18,831
|
|
|
$
|
2,988
|
|
Interest expense, net of capitalized interest
|
|
317
|
|
|
317
|
|
|
—
|
|
|||
Interest expense—related party, net of capitalized interest
|
|
—
|
|
|
10,755
|
|
|
5,741
|
|
|||
Unit-based compensation expense
|
|
883
|
|
|
1,011
|
|
|
—
|
|
|||
Depletion
|
|
7,971
|
|
|
19,602
|
|
|
5,199
|
|
|||
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
$
|
20,040
|
|
|
$
|
50,516
|
|
|
$
|
13,928
|
|
|
|
|
|
Period From Inception
|
||||
|
|
Nine Months Ended
|
|
(September 18, 2013) Through
|
||||
|
|
September 30,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Cash Flow Data:
|
|
|
|
|
||||
Cash flows provided by operating activities
|
|
$
|
29,633
|
|
|
$
|
4,845
|
|
Cash flows used in investing activities
|
|
(96,814
|
)
|
|
(4,083
|
)
|
||
Cash flows provided by financing activities
|
|
79,923
|
|
|
—
|
|
||
Net increase in cash
|
|
$
|
12,742
|
|
|
$
|
762
|
|
Exhibit Number
|
|
Description
|
|
|||
3.1
|
|
Certificate of Limited Partnership of Viper Energy Partners LP (Incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-1 (File No. 333-195769) filed on May 7, 2014).
|
|
|
||
3.2
|
|
First Amended and Restated Limited Partnership Agreement of Viper Energy Partners LP (Incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36505) filed on June 23, 2014).
|
|
|
||
4.1
|
|
Registration Rights Agreement, dated June 23, 2014, by and among Viper Energy Partners LP and Diamondback Energy, Inc. (Incorporated by reference to Exhibit 4.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36505) filed on June 23, 2014).
|
|
|
||
10.1
|
|
Senior Secured Revolving Credit Agreement, dated as of July 8, 2014, among Viper Energy Partners LP, as borrower, Wells Fargo Bank, National Association, as the administrative agent, sole book runner and lead arranger, and certain lenders from time to time party thereto. (Incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36505) filed on July 14, 2014).
|
|
|
||
10.2*+
|
|
Form of Phantom Unit Agreement.
|
|
|
||
31.1*
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
||
31.2*
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
||
32.1++
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
||
101.INS*
|
|
XBRL Instance Document.
|
|
|
||
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
||
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
||
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
||
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
||
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
*
|
Filed herewith.
|
+
|
Management contract, compensatory plan or arrangement.
|
++
|
The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
|
|
VIPER ENERGY PARTNERS LP
|
|
|
|
|
|
|
|
By:
|
VIPER ENERGY PARTNERS GP LLC
|
|
|
|
its General Partner
|
|
|
|
|
Date:
|
November 6, 2014
|
By:
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 6, 2014
|
By:
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Date Phantom Units Become Vested Phantom Units
|
Number of Phantom Units that Become Vested Phantom Units
|
Date of Grant
|
33.33%
|
1
st
Anniversary
|
66.66%
|
2
nd
Anniversary
|
100%
|
Date Phantom Units are Settled
|
Number of Phantom Units that are Settled by Issuance of Units
|
___________
|
___________
|
___________
|
___________
|
___________
|
___________
|
|
|
|
VIPER ENERGY PARTNERS GP LLC
|
|
Dated:
|
|
|
By:
|
|
|
|
|
|
Travis D. Stice, Chief Executive Officer
|
|
|
|
|
|
|
|
|
AWARD RECIPIENT
|
|
Dated:
|
|
|
|
|
|
|
|
[Name of Participant]
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Viper Energy Partners LP (the “registrant”).
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Date: November 6, 2014
|
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
Viper Energy Partners GP LLC
|
|
|
|
(as general partner of Viper Energy Partners LP)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Viper Energy Partners LP (the “registrant”).
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Date: November 6, 2014
|
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|
|
|
|
Viper Energy Partners GP LLC
|
|
|
|
(as general partner of Viper Energy Partners LP)
|
|
|
|
|
Date: November 6, 2014
|
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
Viper Energy Partners GP LLC
|
|
|
|
(as general partner of Viper Energy Partners LP)
|
|
|
|
|
Date: November 6, 2014
|
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|
|
|
|
Viper Energy Partners GP LLC
|
|
|
|
(as general partner of Viper Energy Partners LP)
|
|
|
|
|
|
|
|
|
|
|
|
|