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Viper(VNOM) - 2022 Q4 - Annual Report

Glossary of Oil and Natural Gas Terms This section defines specialized terms related to oil and natural gas operations Glossary of Certain Other Terms This section defines specific terms used throughout the report Cautionary Statement Regarding Forward-Looking Statements This section warns readers that the Annual Report contains forward-looking statements subject to various risks and uncertainties, which could cause actual outcomes to differ materially from expectations Summary This section warns readers that the Annual Report contains forward-looking statements subject to various risks and uncertainties, which could cause actual outcomes to differ materially from expectations. Key factors include commodity price volatility, geopolitical events, economic conditions, and regulatory changes - The report contains forward-looking statements that involve risks, uncertainties, and assumptions, and actual outcomes could differ materially from expressed expectations13 - Key factors that could cause outcomes to differ include changes in supply and demand for oil, natural gas, and natural gas liquids, the impact of public health crises (e.g., COVID-19), actions by OPEC and Russia, changes in general economic conditions (e.g., interest rates, inflation), regional supply/demand factors, and federal/state legislative and regulatory initiatives (e.g., hydraulic fracturing, climate change)14 - Other significant factors include physical and transition risks related to climate change, significant declines in commodity prices, changes in U.S. energy/environmental/monetary/trade policies, conditions in capital markets, changes in availability/cost of equipment/services, security threats (including cybersecurity), lack of adequate transportation/storage, and severe weather conditions14 PART I This part covers the company's business, properties, and risk factors Business and Properties Viper Energy Partners LP is a publicly traded Delaware limited partnership focused on owning and acquiring mineral and royalty interests in oil and natural gas properties, primarily in the Permian Basin. The company's objective is to provide attractive returns to unitholders by generating robust free cash flow, reducing debt, and maintaining a best-in-class cost structure. In 2022, the company made minor acquisitions and significant divestitures, including its entire Eagle Ford Shale position, while maintaining substantial proved reserves, predominantly oil-weighted, in the Permian Basin. The business model relies on operators (primarily Diamondback) for development, requiring no capital expenditure from Viper, and is supported by strategic acquisitions and hedging to manage commodity price risk - Viper Energy Partners LP is a publicly traded Delaware limited partnership focused on owning and acquiring mineral and royalty interests in oil and natural gas properties, primarily in the Permian Basin20 - The primary business objective is to provide attractive returns to unitholders by focusing on business results, generating robust free cash flow, reducing debt, and protecting the balance sheet, while maintaining a best-in-class cost structure21 2022 Acquisitions and Divestitures | Type | Net Royalty Acres | Aggregate Net Price (Millions USD) | | :--- | :--- | :--- | | Acquisitions | 375 | $65.9 | | Divestitures (Midland Basin) | 325 | $29.3 | | Divestitures (Delaware Basin) | 93 | $29.9 | | Divestitures (Eagle Ford Shale) | 681 | $53.8 | Key Property and Production Data (as of Dec 31, 2022) | Metric | Value | | :--- | :--- | | Gross Acres | 775,180 | | Net Royalty Acres | 26,315 | | Diamondback Operated Net Royalty Acreage | ~57% | | Total Producing Wells | 8,260 | | Diamondback Operated Wells | 2,558 | | Q4 2022 Net Production | 34,935 BOE/d | | FY 2022 Average Net Production | 33,649 BOE/d | | FY 2022 Royalty Income | $838.0 million | | FY 2021 Royalty Income | $501.5 million | | FY 2020 Royalty Income | $247.0 million | Estimated Net Proved Oil and Natural Gas Reserves (MBOE) | Category | Dec 31, 2022 | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | :--- | | Proved Developed | 107,291 | 91,170 | 72,547 | | Proved Undeveloped | 41,609 | 36,718 | 26,845 | | Total Proved Reserves | 148,900 | 127,888 | 99,392 | | % Proved Developed | 72% | 71% | 73% | | Composition (2022) | 53% oil, 23% NGLs, 24% natural gas | | | - Viper's General Partner is 100% owned by Diamondback Energy, Inc., which also beneficially owns approximately 56% of Viper's total units outstanding, providing a strong incentive for Diamondback to offer additional mineral and royalty interests to Viper28 - Key business strategies include capitalizing on the development of underlying mineral interests by operators (without capital expenditure from Viper), leveraging the relationship with Diamondback for joint acquisitions, and opportunistically acquiring mineral or other interests from Diamondback31 - Competitive strengths include a high-grade asset base, conservative capital structure, commodity price hedging, an oil-rich resource base in the Permian Basin, a sustainable high-margin business unburdened by capital expenses, an experienced management team, and a favorable/stable operating environment33 Average Sales Prices and Hedged Prices | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Oil (per Bbl) | $94.02 | $65.51 | $36.58 | | Natural gas (per Mcf) | $5.24 | $3.60 | $0.79 | | Natural gas liquids (per Bbl) | $34.47 | $28.66 | $10.88 | | Combined (per BOE) | $68.23 | $48.88 | $25.41 | | Oil, hedged ($/Bbl) | $92.85 | $50.25 | $32.00 | | Natural gas, hedged ($/Mcf) | $4.20 | $3.60 | $0.02 | | Natural gas liquids ($/Bbl) | $34.47 | $28.66 | $10.88 | | Combined price, hedged ($/BOE) | $66.21 | $39.86 | $21.71 | - As of December 31, 2022, the company owned an average 3.8% net revenue interest in 8,260 gross productive wells, with 34 gross wells in process of being drilled by Diamondback50 Acreage by Basin (as of Dec 31, 2022) | Basin | Gross Royalty Acreage | Net Royalty Acreage | | :--- | :--- | :--- | | Delaware | 502,003 | 14,944 | | Midland | 273,177 | 11,371 | | Total acreage | 775,180 | 26,315 | - The oil and natural gas industry is intensely competitive, and Viper competes with companies that may have greater resources, potentially affecting its ability to acquire properties and sustain operations during low commodity prices53 - The business is subject to seasonal demand fluctuations for oil and natural gas, and seasonal weather conditions can limit drilling and production activities55 - Viper Energy Partners LP does not have any employees; all individuals managing the business, including executive officers, are employed by Diamondback94 Regulation The company's oil and natural gas operations are subject to extensive federal, state, and local regulations, including environmental laws, waste handling, water discharges, air emissions, and climate change initiatives. These regulations can increase operating costs and impact business activities. Recent legislative changes like the Inflation Reduction Act of 2022 introduce new costs and incentives that could accelerate the transition to a low-carbon economy, potentially reducing demand for fossil fuels - Oil and natural gas operations are subject to various types of legislation, regulation, and other legal requirements enacted by governmental authorities, which are under constant review for amendment or expansion, increasing the cost of doing business57 - Environmental laws and regulations govern discharges into the environment, waste handling (RCRA), remediation of hazardous substances (CERCLA), and water discharges (Clean Water Act, Oil Pollution Act), often imposing strict liability and substantial penalties for non-compliance58606263 - Air emissions are regulated by the federal Clean Air Act and comparable state laws, requiring permits and imposing controls on pollutants, which can increase compliance costs and delay project development68 - Climate change initiatives, including the Inflation Reduction Act of 2022 (IRA), provide incentives for renewable energy and impose a methane emissions charge (starting at $900/ton in 2024, rising to $1,500/ton by 2026), which could accelerate the transition away from fossil fuels, decrease demand/prices, and increase operating costs69109 - Hydraulic fracturing is regulated by state oil and natural gas commissions, but federal agencies (EPA) also assert authority, with new rules on wastewater discharge and air emissions (e.g., methane, VOCs). State regulations, particularly in Texas, address chemical disclosure, well casing, and induced seismic activity from disposal wells, potentially increasing operating costs and limiting drilling75767780 Risk Factors This section details significant risks that could materially and adversely affect Viper Energy Partners LP's business, financial condition, results of operations, and cash available for distribution. These risks include commodity price volatility, geopolitical events, regulatory changes, dependence on operators, and financial and governance risks related to its partnership structure and relationship with Diamondback - The business is highly susceptible to volatility in oil and natural gas markets, with NYMEX WTI ranging from $(37.63) to $123.70 per Bbl and NYMEX Henry Hub from $1.48 to $9.68 per MMBtu between 2020 and 2022. Lower prices could lead to impairment charges, reduced borrowing capacity, and decreased cash flows98100 - Geopolitical events (e.g., war in Ukraine), the COVID-19 pandemic, rising interest rates, global supply chain disruptions, and inflation concerns contribute to economic and pricing volatility, impacting production levels and the company's financial outlook9899101104 - The Inflation Reduction Act of 2022 (IRA) and other climate change initiatives could accelerate the transition to a low-carbon economy, reducing demand for hydrocarbons and imposing new costs, such as a methane emissions charge, which may adversely affect the business and access to capital107109110 - The company's cash distribution policy limits cash available for reinvestment and acquisitions, making it reliant on external financing. The policy can be modified or revoked at any time, leading to significant quarterly variations or even zero distributions115116117 - Significant dependence on a small number of operators (primarily Diamondback) for development and production on its mineral interests. A reduction in drilling, inefficient operations, or financial difficulties of operators could adversely affect growth and results119120 - Approximately 28% of total estimated proved reserves as of December 31, 2022, are proved undeveloped (PUD) reserves, which require significant capital expenditures and successful drilling by operators. Delays or increased costs could reduce future net revenues or lead to reclassification of reserves121 - The company's properties are geographically concentrated in the Permian Basin, making it vulnerable to regional supply/demand factors, governmental regulations, infrastructure constraints, and extreme weather conditions124125127 - The full cost method of accounting for oil and natural gas properties means that declining commodity prices could necessitate future impairment charges, negatively affecting results of operations132134 - The company's indebtedness, including restrictive covenants in its revolving credit facility and senior notes, may limit its ability to respond to market changes, pursue business opportunities, or fund capital expenditures. A significant reduction in the borrowing base could negatively impact liquidity141142144 - Diamondback owns and controls the General Partner, creating potential conflicts of interest where the General Partner may favor its own interests over those of Viper's unitholders. The partnership agreement replaces traditional fiduciary duties with contractual standards149152 - Viper is treated as a corporation for U.S. federal income tax purposes, subjecting it to a 21% corporate tax rate, which reduces distributable cash flow. Distributions to common unitholders may be taxable as ordinary dividend income177178 Unresolved Staff Comments The company has no unresolved staff comments from the SEC - There are no unresolved staff comments183 Legal Proceedings The company is involved in routine litigation and disputes but believes none will have a material adverse effect on its financial condition, cash flows, or results of operations - The company is, from time to time, involved in routine litigation or subject to disputes or claims related to its business activities184 - Management believes that none of the pending litigation, disputes, or claims against the company, if decided adversely, will have a material adverse effect on its financial condition, cash flows, or results of operations184 Mine Safety Disclosures This item is not applicable to the company - This item is not applicable185 PART II This part addresses market information, financial condition, and controls Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Viper Energy Partners LP's common units are listed on the Nasdaq Global Select Market. The company has a cash distribution policy, effective Q3 2022, which includes a base and variable distribution, taking into account its common unit repurchase program. The board updated the policy in November 2022 to exclude one-time payments from available cash calculations. The company actively repurchased common units in Q4 2022, with a significant amount remaining authorized under its repurchase program - Viper Energy Partners LP's common units are listed on the Nasdaq Global Select Market under the symbol "VNOM". As of February 17, 2023, there were 10 holders of record of its common units188 - The General Partner's board of directors established a cash distribution policy, effective Q3 2022, consisting of a base and variable distribution that considers capital returned via the common unit repurchase program. The policy was updated in November 2022 to exclude lease bonus payments and other one-time, non-recurring payments from available cash calculations189204 Common Unit Repurchase Activity (Q4 2022) | Period | Total Number of Units Purchased | Average Price Paid Per Unit ($) | Total Number of Units Purchased as Part of Publicly Announced Plan | | :--- | :--- | :--- | :--- | | October 1, 2022 - October 31, 2022 | 21,800 | 30.01 | 21,800 | | November 1, 2022 - November 30, 2022 | 597,500 | 33.06 | 597,500 | | December 1, 2022 - December 31, 2022 | 357,996 | 31.44 | 357,996 | | Total | 977,296 | 32.40 | 977,296 | - On July 26, 2022, the board of directors increased the authorization under the common unit repurchase program from $250.0 million to $750.0 million. As of December 31, 2022, approximately $529.4 million remained available for repurchases193 Item 6. [Reserved] This item is reserved and contains no information - This item is reserved195 Management's Discussion and Analysis of Financial Condition and Results of Operations Viper Energy Partners LP, a publicly traded Delaware limited partnership, reported significant financial improvements for the year ended December 31, 2022, driven by higher commodity prices and increased production volumes. Royalty income surged by $336.4 million, and net income attributable to Viper Energy Partners LP increased by $93.7 million. The company actively managed its portfolio through acquisitions and divestitures, repurchased debt and common units, and maintained a strong liquidity position. Critical accounting estimates, particularly for proved reserves and income taxes, involve significant judgment due to market volatility - Viper Energy Partners LP operates in one reportable segment, focused on mineral and royalty interests in the Permian Basin197 - Commodity prices for oil, natural gas, and natural gas liquids remained volatile in 2022 due to global economic activity, geopolitical events (e.g., war in Ukraine), and inflation. No impairment was recorded in 2022 due to improved prices, but future impairments are possible if prices decline199200 2022 Acquisitions and Divestitures Summary | Activity | Net Royalty Acres | Aggregate Net Price (Millions USD) | | :--- | :--- | :--- | | Acquisitions | 375 | $65.9 | | Divestitures (Midland Basin) | 325 | $29.3 | | Divestitures (Delaware Basin) | 93 | $29.9 | | Divestitures (Eagle Ford Shale) | 681 | $53.8 | | Resulting Net Royalty Acres (Dec 31, 2022) | 26,315 | | - The company repurchased $49.6 million principal amount of outstanding Notes for $49.0 million cash during 2022205 - Diamondback-operated full year 2023 oil production is expected to increase by approximately 8% compared to 2022, driven by continued development focus in high concentration royalty acreage, primarily in the Northern Midland Basin206 Key Financial Results (Years Ended Dec 31, 2022 vs. 2021) | Metric (Thousands USD) | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Royalty income | $837,976 | $501,534 | +$336,442 | | Lease bonus income | $27,791 | $2,763 | +$25,028 | | Total operating income | $866,467 | $504,917 | +$361,550 | | Total costs and expenses | $185,985 | $143,345 | +$42,640 | | Income from operations | $680,482 | $361,572 | +$318,910 | | Net income attributable to Viper Energy Partners LP | $151,673 | $57,939 | +$93,734 | Production Data and Average Sales Prices (Years Ended Dec 31, 2022 vs. 2021) | Metric | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Combined volumes (MBOE) | 12,282 | 10,260 | +2,022 (+20%) | | Average daily combined volumes (BOE/d) | 33,649 | 28,110 | +5,539 | | Average Oil Price ($/Bbl) | $94.02 | $65.51 | +$28.51 | | Average Natural Gas Price ($/Mcf) | $5.24 | $3.60 | +$1.64 | | Average NGL Price ($/Bbl) | $34.47 | $28.66 | +$5.81 | | Combined Average Price ($/BOE) | $68.23 | $48.88 | +$19.35 | Average Costs Per BOE (Years Ended Dec 31, 2022 vs. 2021) | Metric ($/BOE) | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Production and ad valorem taxes | $4.59 | $3.17 | +$1.42 | | General and administrative - cash component | $0.59 | $0.65 | -$0.06 | | Total operating expense - cash | $5.18 | $3.82 | +$1.36 | | Depletion | $9.86 | $10.04 | -$0.18 | - Royalty income increased by $336.4 million in 2022, primarily due to $243.1 million from strong commodity prices and $93.3 million from a 20% increase in production volumes, largely from new wells and the Swallowtail Acquisition216217 - The company recorded an income tax benefit of $32.7 million in 2022, compared to an expense of $1.5 million in 2021, primarily due to a reduction in the valuation allowance on deferred tax assets224 - As of December 31, 2022, liquidity totaled approximately $366.2 million, consisting of $18.2 million in cash and cash equivalents and $348.0 million available under the Operating Company's revolving credit facility225 Cash Flow Data (Years Ended Dec 31, 2022 vs. 2021) | Metric (Thousands USD) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $699,796 | $307,114 | | Net cash provided by (used in) investing activities | $47,571 | $(281,176) | | Net cash provided by (used in) financing activities | $(768,636) | $(5,611) | | Net increase (decrease) in cash and cash equivalents | $(21,269) | $20,327 | - Net cash used in financing activities in 2022 was primarily for distributions ($416.9 million), common unit repurchases ($150.6 million), and net debt repayment ($152.0 million on credit facility, $49.0 million on Notes)232 - Critical accounting estimates include royalty income and revenue recognition, oil and natural gas accounting and reserves (full cost method, proved reserve estimation), derivative instruments (fair value measurement), and income taxes (deferred tax assets, valuation allowances)244245249252 Quantitative and Qualitative Disclosures about Market Risk This section discusses Viper Energy Partners LP's exposure to market risks, primarily commodity price risk and interest rate risk, and how it manages these exposures through derivative instruments and financial policies - The company's major market risk exposure is in the pricing applicable to the oil and natural gas production of its operators, which is historically volatile and unpredictable due to global supply/demand, geopolitical events, and economic conditions258 - Viper uses fixed price swap contracts, fixed price basis swap contracts, and costless collars to reduce price volatility associated with its royalty income, exposing itself to credit risk and market risk259 - As of December 31, 2022, the company had a net asset derivative position of $9.8 million. A 10% increase in forward curves would increase this by $2.8 million, while a 10% decrease would reduce it by $2.5 million260 - The company is subject to credit risk due to the concentration of royalty income and receivables with a limited number of significant purchasers (two accounted for over 10% of income in 2022)261 - The company is exposed to interest rate risk on borrowings under the Operating Company's revolving credit facility, which bears interest at a floating rate (tied to SOFR). The weighted average interest rate on borrowings was 4.22% during 2022262 Financial Statements and Supplementary Data This item refers to the consolidated financial statements and supplementary data, which are presented starting on page F-1 of the report - The information required by this item appears beginning on page F-1 of this report263 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with accountants on accounting and financial disclosure matters - There are no changes in and disagreements with accountants on accounting and financial disclosure264 Controls and Procedures Management, under the direction of the CEO and CFO of the General Partner, evaluated the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting as of December 31, 2022, concluding they were effective. The independent registered public accounting firm also issued an unqualified opinion on the effectiveness of internal control over financial reporting - Management, under the direction of the Chief Executive Officer and Chief Financial Officer of the General Partner, concluded that the company's disclosure controls and procedures were effective as of December 31, 2022266 - Management conducted an evaluation of the effectiveness of the Partnership's internal control over financial reporting and determined that it maintained effective internal control over financial reporting as of December 31, 2022269270 - Grant Thornton LLP, the independent registered public accounting firm, issued an unqualified opinion on the effectiveness of the Partnership's internal control over financial reporting at December 31, 2022272273 Other Information This item reports that there is no other information required to be disclosed - There is no other information to disclose280 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. This item is not applicable to the company - This item is not applicable281 PART III This part details corporate governance, executive compensation, and related party transactions Directors, Executive Officers and Corporate Governance Viper Energy Partners LP is managed by the board of directors and executive officers of its General Partner, all of whom are employed by Diamondback Energy, Inc. The board, comprising six directors with five independent members, oversees the company's operations and risk management. It has established an audit committee and a conflicts committee to ensure financial integrity and address potential conflicts of interest. The company operates under a Code of Business Conduct and Ethics and reimburses its General Partner and affiliates for expenses - Viper Energy Partners LP is managed and operated by the board of directors and executive officers of its General Partner, who are employed by Diamondback Energy, Inc284286 - Diamondback owns and controls the General Partner, giving it the right to appoint all members of the board of directors, including independent directors285 Executive Officers and Directors of General Partner (as of Feb 1, 2023) | Name | Position | | :--- | :--- | | Travis D. Stice | Chief Executive Officer and Director | | Kaes Van't Hof | President | | Teresa L. Dick | Chief Financial Officer, Executive Vice President and Assistant Secretary | | Matt Zmigrosky | Executive Vice President, General Counsel and Secretary | | Steven E. West | Chairman of the Board and Director | | W. Wesley Perry | Director | | Spencer D. Armour | Director | | James L. Rubin | Director | | Frank C. Hu | Director | - The board of directors of the General Partner has six directors, five of whom are independent as defined by Nasdaq and the Exchange Act (Steven E. West, W. Wesley Perry, James L. Rubin, Spencer D. Armour, and Frank C. Hu)303 - The board's leadership structure, with Steven E. West as Chairman (also a Diamondback director), leverages his industry knowledge and facilitates communication. The board, assisted by its committees, is responsible for risk oversight305306 - The board has an Audit Committee (W. Wesley Perry, Spencer D. Armour, Frank C. Hu) and a Conflicts Committee (W. Wesley Perry, Spencer D. Armour, Frank C. Hu). All audit committee members are independent and meet experience standards, with Mr. Perry and Mr. Hu identified as "audit committee financial experts"312313314 - The Partnership's agreement requires reimbursement of the General Partner and its affiliates for all expenses incurred on its behalf, with no set limit, which reduces cash available for distribution316 Executive Compensation Viper Energy Partners LP has no direct officers or employees; executive officers of its General Partner are employed and compensated by Diamondback Energy, Inc. The company reimburses Diamondback for allocated compensation expenses. A Long-Term Incentive Plan (LTIP) is in place to attract and retain key individuals, with awards approved by the General Partner's board. Non-employee directors receive cash retainers and annual equity awards of phantom units - Viper Energy Partners LP has no officers; its General Partner has sole responsibility for conducting business, and its executive officers are employed and compensated by Diamondback Energy, Inc317318 - The Long-Term Incentive Plan (LTIP) provides awards (e.g., unit options, phantom units) to employees, officers, consultants, and directors of the General Partner and its affiliates to align interests with unitholders and encourage long-term performance320321 - In 2022, phantom units were granted to non-employee directors under the LTIP, but no grants were made to executive officers322 - Non-employee directors receive an annual cash retainer of $60,000, plus additional payments for committee service, and an annual equity award of phantom units valued at $100,000, vesting on the first anniversary of the grant date329 Non-Employee Director Compensation (2022) | Name | Fees Earned or Paid in Cash ($) | Unit Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Spencer D. Armour | 75,000 | 100,254 | 175,254 | | Rosalind Redfern Grover | 75,000 | 100,254 | 175,254 | | Frank C. Hu | 43,350 | 100,254 | 143,604 | | W. Wesley Perry | 85,000 | 100,254 | 185,254 | | James L. Rubin | 60,000 | 100,254 | 160,254 | | Steven E. West | 60,000 | 100,254 | 160,254 | - The company believes that time-based vesting unit options granted under the LTIP drive a long-term perspective and reduce the likelihood of executive officers taking unreasonable risks333 Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters This section details the beneficial ownership of common units and Class B units by the General Partner, its directors and executive officers, and major unitholders. Diamondback Energy, Inc. is the largest beneficial owner, holding approximately 56% of total units outstanding, including all Class B units. The company also provides information on securities authorized for issuance under its equity compensation plans Beneficial Ownership of Common Units by Officers and Directors (as of Feb 1, 2023) | Name of Beneficial Owner | Common Units Beneficially Owned | Percentage of Common Units Beneficially Owned | | :--- | :--- | :--- | | Diamondback Energy, Inc. | 731,500 | 1.0% | | Travis D. Stice | 106,169 | * | | Kaes Van't Hof | 35,362 | * | | Teresa L. Dick | 11,540 | * | | Matt Zmigrosky | 4,253 | * | | Steven E. West | 18,290 | * | | W. Wesley Perry | 64,245 | * | | Spencer D. Armour | 28,217 | * | | All directors and executive officers as a group (10 persons) | 268,076 | * | * Less than 1% Holdings of Major Unitholders (as of Feb 1, 2023) | Name of Beneficial Owner | Common Units | Class B Units | Percentage of Class (Common) | Percentage of Class (Class B) | | :--- | :--- | :--- | :--- | :--- | | Diamondback Energy, Inc. | 731,500 | 90,709,946 | 1.0% | 100% | | Wellington Management Group LLP | 11,024,380 | — | 15.1% | — | | Blackstone, Inc. | 9,482,228 | — | 13.0% | — | | Santa Elena Minerals, LP | 5,152,124 | — | 7.1% | — | - Diamondback Energy, Inc. beneficially owned approximately 56% of the Partnership's total units outstanding as of December 31, 2022405 Securities Authorized For Issuance Under Equity Compensation Plans (as of Dec 31, 2022) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :--- | :--- | :--- | :--- | | Long Term Incentive Plan | 113,494 | $— | 8,535,945 | - The General Partner may transfer its interest or its owner may transfer membership interests in the General Partner to a third party without unitholder consent, effectively permitting a "change of control"347 Certain Relationships and Related Transactions, and Director Independence This section outlines various agreements and transactions between Viper Energy Partners LP and its affiliates, primarily Diamondback Energy, Inc., including expense reimbursements, distributions, registration rights, tax sharing, lease bonus payments, and surface use charges. It also describes the procedures for reviewing and approving related person transactions and confirms director independence - The Partnership is required to reimburse its General Partner and affiliates, including Diamondback, for all expenses incurred on its behalf, with no limit on the amount. Reimbursements totaled $3.7 million for the year ended December 31, 2022350 - Diamondback received aggregate distributions of $234.1 million from the Partnership and the Operating Company during 2022351 - An amended and restated registration rights agreement grants Diamondback registration rights for common units, including those exchangeable from OpCo and Class B units353354 - Under a tax sharing agreement, the Partnership reimburses Diamondback for its share of state and local income and other taxes when included in Diamondback's combined or consolidated tax return. $0.9 million was recognized in 2022355 - Diamondback paid the Partnership $23.4 million in lease bonus payments for new leases and $0.6 million for surface use charges and right-of-way easements during 2022356357 - The board of directors of the General Partner has adopted policies for the review, approval, and ratification of transactions with related persons, with potential conflicts of interest addressed by disinterested directors or a conflicts committee359360 - Five of the six directors on the General Partner's board are independent, meeting Nasdaq and Exchange Act standards303362 Principal Accountant Fees and Services This section details the fees paid to Grant Thornton LLP for independent auditing, tax, and related services for the years ended December 31, 2022, and 2021, all of which were pre-approved by the audit committee - Grant Thornton LLP was selected as the independent registered public accounting firm to audit the consolidated financial statements363 Aggregate Grant Thornton LLP Fees (Thousands USD) | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit fees | $386 | $331 | | Audit-related fees | $0 | $84 | | Tax fees | $0 | $0 | | All other fees | $0 | $0 | | Total | $386 | $415 | - All services reported in the audit, audit-related, tax, and all other fees categories for 2022 and 2021 were pre-approved by the audit committee363 PART IV This part lists exhibits and financial statement schedules Exhibits and Financial Statement Schedules This item provides a comprehensive list of financial statements, financial statement schedules, and exhibits included in the Annual Report on Form 10-K, detailing various agreements, certificates, and reports - The report includes the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statement of Unitholders' Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements367 - Financial statement schedules have been omitted because they are either not required, not applicable, or the information is included in the Partnership's consolidated financial statements and related notes368 - A detailed list of exhibits is provided, including various agreements (e.g., Purchase and Sale Agreement, Partnership Agreement, Credit Agreement, Tax Sharing Agreement, Registration Rights Agreement), certifications (CEO, CFO), and audit reports (Ryder Scott Company, L.P.'s Audit Report on Reserves)369370371 Item 16. Form 10-K Summary This item indicates that a Form 10-K Summary is not included in this report - A Form 10-K Summary is not included in this report372 Signatures This section contains the official signatures for the annual report Summary This section contains the required signatures for the Annual Report on Form 10-K, including those from the Chief Executive Officer, Chief Financial Officer, and directors of Viper Energy Partners LP's General Partner, dated February 23, 2023 - The Annual Report is signed by Travis D. Stice (Chief Executive Officer and Director), Teresa L. Dick (Chief Financial Officer), Steven E. West (Chairman of the Board and Director), W. Wesley Perry (Director), Spencer D. Armour (Director), James L. Rubin (Director), and Frank C. Hu (Director)378 - The report was signed on February 23, 2023377378 Report of Independent Registered Public Accounting Firm This section presents the auditor's opinion on the financial statements and internal controls Summary Grant Thornton LLP, the independent registered public accounting firm, issued an unqualified opinion on Viper Energy Partners LP's consolidated financial statements for the period ended December 31, 2022, and on the effectiveness of its internal control over financial reporting. The report also highlights critical audit matters, including the estimation of proved reserves and future taxable income, which required subjective and complex auditor judgment - Grant Thornton LLP issued an unqualified opinion on the consolidated financial statements of Viper Energy Partners LP as of and for the year ended December 31, 2022379 - The firm also issued an unqualified opinion on the effectiveness of the Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established by COSO380 - Critical audit matters identified include the estimation of proved reserves as it relates to the calculation and recognition of depletion expense, and the estimation of future taxable income as it relates to the partial release of the deferred tax asset valuation allowance. Both involved a high degree of subjectivity and complex auditor judgment383384388 Consolidated Financial Statements This section presents the company's primary financial statements Consolidated Balance Sheets The Consolidated Balance Sheets present Viper Energy Partners LP's financial position as of December 31, 2022, and 2021. Key figures show a slight decrease in total assets and liabilities, with a notable reduction in long-term debt. Total equity increased, driven by non-controlling interest, while Viper Energy Partners LP's unitholders' equity saw a decrease Consolidated Balance Sheet Highlights (Thousands USD) | Metric | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total current assets | $118,620 | $111,149 | | Property, net | $2,750,273 | $2,920,115 | | Total assets | $2,920,373 | $3,034,021 | | Total current liabilities | $21,946 | $24,466 | | Long-term debt, net | $576,895 | $776,727 | | Total liabilities | $598,848 | $801,193 | | Total Viper Energy Partners LP unitholders' equity | $690,659 | $814,821 | | Non-controlling interest | $1,630,866 | $1,418,007 | | Total equity | $2,321,525 | $2,232,828 | Consolidated Statements of Operations The Consolidated Statements of Operations show Viper Energy Partners LP's financial performance for the years ended December 31, 2022, 2021, and 2020. The company experienced significant growth in operating income and net income in 2022, largely reversing a net loss from 2020. Net income attributable to Viper Energy Partners LP increased substantially, and basic and diluted earnings per common unit improved significantly Consolidated Statements of Operations Highlights (Thousands USD, except per unit amounts) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total operating income | $866,467 | $504,917 | $250,626 | | Total costs and expenses | $185,985 | $143,345 | $197,712 | | Income (loss) from operations | $680,482 | $361,572 | $52,914 | | Total other expense, net | $(58,131) | $(103,374) | $(103,861) | | Net income (loss) | $655,004 | $256,677 | $(193,413) | | Net income (loss) attributable to Viper Energy Partners LP | $151,673 | $57,939 | $(192,304) | | Basic EPS | $2.00 | $0.85 | $(2.84) | | Diluted EPS | $2.00 | $0.85 | $(2.84) | Consolidated Statement of Unitholders' Equity The Consolidated Statement of Unitholders' Equity provides a detailed breakdown of changes in equity for Viper Energy Partners LP for the years ended December 31, 2022, 2021, and 2020. It shows the impact of unit-based compensation, distributions to public and Diamondback, common units issued for acquisitions, and repurchases of units, alongside net income (loss) and changes in non-controlling interest Consolidated Unitholders' Equity Highlights (Thousands USD) | Metric | Dec 31, 2022 | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | :--- | | Balance at beginning of period | $2,232,828 | $1,860,833 | $2,185,420 | | Unit-based compensation | $1,304 | $1,172 | $1,272 | | Common units issued for acquisition | $0 | $336,872 | $0 | | Distributions to public | $(182,470) | $(75,749) | $(45,630) | | Distributions to Diamondback | $(234,103) | $(100,685) | $(62,282) | | Repurchased units as part of unit buyback | $(150,593) | $(45,999) | $(24,026) | | Net income (loss) | $655,004 | $256,677 | $(193,413) | | Balance at end of period | $2,321,525 | $2,232,828 | $1,860,833 | Consolidated Statements of Cash Flows The Consolidated Statements of Cash Flows provide a summary of cash inflows and outflows for Viper Energy Partners LP for the years ended December 31, 2022, 2021, and 2020. In 2022, the company generated significant cash from operating activities, partially offset by substantial cash used in financing activities for distributions and debt/unit repurchases, resulting in a net decrease in cash and cash equivalents Consolidated Statements of Cash Flows Highlights (Thousands USD) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $699,796 | $307,114 | $196,556 | | Net cash provided by (used in) investing activities | $47,571 | $(281,176) | $(16,283) | | Net cash provided by (used in) financing activities | $(768,636) | $(5,611) | $(164,754) | | Net increase (decrease) in cash and cash equivalents | $(21,269) | $20,327 | $15,519 | | Cash, cash equivalents and restricted cash at end of period | $18,179 | $39,448 | $19,121 | | Interest paid | $36,868 | $30,784 | $33,121 | | Cash paid (received) for income taxes | $16,990 | $1,050 | $0 | | Common units issued for acquisition (non-cash) | $0 | $336,872 | $0 | Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures for the financial statements 1. Organization and Basis of Presentation Viper Energy Partners LP is a publicly traded Delaware limited partnership focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. Diamondback Energy, Inc. beneficially owns approximately 56% of the Partnership's total limited partner units and controls the General Partner. The consolidated financial statements are prepared in conformity with GAAP - Viper Energy Partners LP is a publicly traded Delaware limited partnership focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin404 - As of December 31, 2022, Diamondback Energy, Inc. beneficially owned approximately 56% of the Partnership's total limited partner units outstanding and owns and controls the General Partner405 - The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (GAAP), with all material intercompany balances and transactions eliminated in consolidation406 2. Summary of Significant Accounting Policies This section outlines the significant accounting policies used in preparing the financial statements, including the use of estimates, accounting for cash and cash equivalents, accounts receivable, derivative instruments, revenue recognition, oil and natural gas properties (full cost method), debt issuance costs, related party transactions, accrued liabilities, concentrations, income taxes, non-controlling interest, and recent accounting pronouncements - The preparation of financial statements requires significant management estimates and assumptions, particularly in the volatile oil and natural gas industry, affecting reported assets, liabilities, and disclosures408409410 - The Partnership uses the full cost method of accounting for its oil and natural gas properties, capitalizing acquisition, exploration, and development costs, and amortizing them over total proved reserves using the units of production method422423 - A quarterly ceiling test limits the book value of proved oil and natural gas properties to the discounted future net revenues from proved reserves. No impairment was recorded in 2022 or 2021, but a $69.2 million impairment was recorded in 2020424454 - Derivative instruments are recognized on the consolidated balance sheets at fair value and are not designated as hedges, meaning changes in fair value are recognized in the consolidated statements of operations415 - Royalty income is recognized when control of oil, natural gas, and natural gas liquids production transfers to the purchaser, net of gathering and transportation deductions, with virtually all pricing tied to a market index416417439 Accrued Liabilities (Thousands USD) | Item | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Interest payable | $3,972 | $4,430 | | Ad valorem taxes payable | $12,492 | $6,201 | | Derivatives instruments payable | $1,684 | $8,879 | | Other | $1,452 | $999 | | Total accrued liabilities | $19,600 | $20,509 | - The Partnership uses the asset and liability method for income taxes, recognizing deferred tax assets and liabilities. A valuation allowance is provided when deferred tax assets are unlikely to be realized. In 2022, a $49.7 million income tax benefit was recognized due to a partial release of the valuation allowance433482 3. Revenue from Contracts with Customers This section details the company's revenue recognition policy for royalty income, which is derived from oil, natural gas, and natural gas liquids sales. Revenue is recognized when control of the product transfers to the purchaser, typically at the wellhead or gas processing facility, and is net of gathering and transportation deductions. Pricing is generally tied to market indices - Royalty income is recognized at the point control of the product (oil, natural gas, natural gas liquids) is transferred to the purchaser, based on the Partnership's percentage ownership share of the revenue, net of any deductions for gathering and transportation417439 - Virtually all of the pricing provisions in the Partnership's contracts are tied to a market index416439 Total Royalty Income by Product Type (Thousands USD) | Product | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Oil income | $667,281 | $397,513 | $217,859 | | Natural gas income | $83,149 | $49,197 | $9,024 | | Natural gas liquids income | $87,546 | $54,824 | $20,098 | | Total royalty income | $837,976 | $501,534 | $246,981 | 4. Acquisitions and Divestitures This section details the company's acquisition and divestiture activities for 2022, 2021, and 2020. In 2022, Viper acquired 375 net royalty acres in the Permian Basin for $65.9 million and divested 1,099 net royalty acres across the Midland, Delaware, and Eagle Ford Shale basins for a total of $113.0 million. Significant acquisitions in 2021 included the Swallowtail Acquisition of 2,313 net royalty acres for common units and cash - During 2022, the Partnership acquired 375 net royalty acres in the Permian Basin from third-party sellers for approximately $65.9 million442 - In 2022, the Partnership divested 325 net royalty acres in the Midland Basin for $29.3 million, 93 net royalty acres in the Delaware Basin for $29.9 million, and its entire 681 net royalty acre position in the Eagle Ford Shale for $53.8 million444445446 - On October 1, 2021, the Partnership acquired 2,313 net royalty acres, primarily in the Northern Midland Basin, through the Swallowtail Acquisition for approximately 15.25 million common units and $225.3 million in cash447 - Additionally, in 2021, the Partnership acquired 392 net royalty acres in the Permian Basin for approximately $55.1 million, and in 2020, it acquired 417 net royalty acres in the Permian Basin for approximately $64.2 million448449 5. Oil and Natural Gas Interests This section provides a breakdown of the company's oil and natural gas interests, distinguishing between proved and unproved properties, and discusses the application of the full cost method of accounting, including depletion and impairment tests. As of December 31, 2022, net oil and natural gas interests capitalized totaled $2.74 billion, with no impairment recorded in 2022 or 2021 Oil and Natural Gas Interests (Thousands USD) | Item | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Subject to depletion (Proved) | $2,167,598 | $1,873,418 | | Not subject to depletion (Unproved) | $1,297,221 | $1,640,172 | | Gross oil and natural gas interests | $3,464,819 | $3,513,590 | | Accumulated depletion and impairment | $(720,234) | $(599,163) | | Net oil and natural gas interests capitalized | $2,744,585 | $2,914,427 | - As of December 31, 2022, and 2021, the Partnership had mineral and royalty interests representing 26,315 and 27,027 net royalty acres, respectively452 - Costs associated with unevaluated properties are excluded from the full cost pool until proved reserves are determined, with inclusion expected within eight to ten years453 - No impairment on proved oil and natural gas interests was recorded for the years ended December 31, 2022, and 2021. An impairment expense of $69.2 million was recorded in 2020 due to declining commodity prices454 6. Debt This section details the company's long-term debt, including senior unsecured notes and the revolving credit facility. As of December 31, 2022, total long-term debt was $576.9 million, a decrease from $776.7 million in 2021, primarily due to repurchases of senior notes and net repayments on the credit facility. The revolving credit facility's terms were amended in November 2022 to replace LIBOR with SOFR, and the company remains in compliance with all financial maintenance covenants Long-term Debt (Thousands USD) | Item | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | 5.375% senior unsecured notes due 2027 | $430,350 | $479,938 | | Revolving credit facility | $152,000 | $304,000 | | Unamortized debt issuance costs | $(1,306) | $(1,757) | | Unamortized discount | $(4,149) | $(5,454) | | Total long-term debt | $576,895 | $776,727 | - During 2022, the Partnership repurchased $49.6 million principal amount of its outstanding Notes for $49.0 million cash457 - As of December 31, 2022, the Operating Company's revolving credit facility had an elected commitment of $500.0 million, with $152.0 million outstanding and $348.0 million available. The weighted average interest rate was 4.22% in 2022458 - On November 18, 2022, the credit agreement was amended to replace the London Interbank Offered Rate (LIBOR) benchmark with the Secured Overnight Financing Rate (SOFR)459 - The Operating Company was in compliance with all financial maintenance covenants under its credit agreement as of December 31, 2022, including ratios for total net debt to EBITDAX, current assets to liabilities, and secured debt to EBITDAX462 7. Unitholders' Equity and Distributions This section outlines the company's unitholders' equity structure, including common and Class B units, and details the common unit repurchase program and cash distribution policy. As of December 31, 2022, Diamondback beneficially owned 56% of total units. The company repurchased $150.6 million in common units in 2022, with $529.4 million remaining authorization. The cash distribution policy, updated in 2022, includes base and variable components and excludes one-time payments from available cash calculations - As of December 31, 2022, the Partnership had 73,229,645 common units and 90,709,946 Class B units outstanding. Diamondback beneficially owned approximately 56% of the Partnership's total units outstanding, including all Class B units and Operating Company units exchangeable for common units463 - The common unit repurchase program, authorized up to $750.0 million, saw repurchases of $150.6 million in 2022, $46.0 million in 2021, and $24.0 million in 2020. As of December 31, 2022, $529.4 million remained available465 - The cash distribution policy, amended in July and November 2022, consists of a base and variable distribution, taking into account the unit buyback program, and excludes lease bonus payments and other one-time, non-recurring payments from available cash calculations468 Cash Distributions Paid (Thousands USD, except per unit amounts) | Period | Amount per Operating Company Unit | Operating Company Distributions to Diamondback | Amount per Common Unit | Common Unitholders | | :--- | :--- | :--- | :--- | :--- | | Q4 2019 | $0.45 | $40,819 | $0.45 | $30,543 | | Q1 2020 | $0.10 | $9,074 | $0.10 | $6,790 | | Q2 2020 | $0.03 | $2,720 | $0.03 | $2,034 | | Q3 2020 | $0.10 | $9,072 | $0.10 | $6,805 | | Q4 2020 | $0.14 | $12,699 | $0.14 | $9,162 | | Q1 2021 | $0.25 | $22,678 | $0.25 | $16,230 | | Q2 2021 | $0.33 | $29,936 | $0.33 | $21,235 | | Q3 2021 | $0.38 | $34,469 | $0.38 | $30,118 | | Q4 2021 | $0.47 | $42,634 | $0.47 | $36,238 | | Q1 2022 | $0.70 | $63,497 | $0.67 | $51,680 | | Q2 2022 | $0.87 | $78,918 | $0.81 | $60,626 | | Q3 2022 | $0.52 | $47,170 | $0.49 | $36,076 | - Special allocations of the Operating Company's income and gains to Diamondback expired on December 31, 2022, which previously reduced taxable income allocated to the Partnership's common unitholders473 8. Earnings Per Common Unit This section details the calculation of basic and diluted earnings per common unit using the two-class method, based on net income attributable to the Partnership's common units. For 2022, basic and diluted EPS were $2.00, a significant increase from $0.85 in 2021 and a reversal from a loss of $(2.84) in 2020 - Basic and diluted earnings per common unit are calculated using the two-class method, which allocates earnings proportionally among holders of common units and participating securities475 Net Income (Loss) Attributable to Common Unitholders (Thousands USD) | Year | Amount | | :--- | :--- | | 2022 | $151,308 | | 2021 | $57,746 | | 2020 | $(192,348) | Weighted Average Common Units Outstanding (Thousands) | Year | Basic | Diluted | | :--- | :--- | :--- | | 2022 | 75,612 | 75,679 | | 2021 | 68,319 | 68,391 | | 2020 | 67,686 | 67,686 | Net Income (Loss) Per Common Unit | Year | Basic EPS ($) | Diluted EPS ($) | | :--- | :--- | :--- | | 2022 | 2.00 | 2.00 | | 2021 | 0.85 | 0.85 | | 2020 | (2.84) | (2.84) | 9. Income Taxes This section details the company's income tax provision, deferred tax assets and liabilities, and the impact of the Inflation Reduction Act of 2022. In 2022, the company recognized a significant income tax benefit of $32.7 million, primarily due to a partial release of its deferred tax asset valuation allowance, reversing an expense from 2021 and 2020. As of December 31, 2022, net deferred tax assets stood at $49.7 million Components of Income Tax Provision (Benefit) (Thousands USD) | Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total current income tax provision (benefit) | $17,003 | $1,521 | $0 | | Total deferred income tax provision (benefit) | $(49,656) | $0 | $142,466 | | Total provision (benefit) from income taxes | $(32,653) | $1,521 | $142,466 | | Effective tax rates | (5.2)% | 0.6% | (279.6)% | Deferred Tax Assets and Liabilities (Thousands USD) | Item | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Net operating loss and capital loss carryforwards | $70 | $6,014 | | Investment in the Operating Company | $148,003 | $163,065 | | Total deferred tax assets | $148,073 | $169,079 | | Valuation allowance | $(98,417) | $(169,079) | | Net deferred tax assets | $49,656 | $0 | - During 2022, the Partnership recognized a discrete income tax benefit of $49.7 million due to a partial release of its beginning-of-the-year valuation allowance, based on an improved assessment of deferred tax asset realizability482 - The Partnership considered the impact of the CHIPS and Science Act of 2022 and the Inflation Reduction Act of 2022 (IRA) and concluded there was no material impact to its current or deferred income tax balances in the period of enactment485 10. Derivatives This section describes the company's use of derivative instruments (fixed price swap contracts, fixed price basis swap contracts, and costless collars) to manage commodity price volatility. As of December 31, 2022, the company had various oil and natural gas put and basis swap contracts outstanding. The company recorded net losses on derivative instruments in 2022 and 2021, primarily because market prices exceeded strike prices - The Partnership uses fixed price swap contracts, fixed price basis swap contracts, and costless collars (with put and call options) to reduce price volatility associated with its royalty income487 - The Partnership is exposed to credit risk from counterparties but does not require collateral as they are participants in the credit agreement489 Outstanding Derivative Contracts (as of Dec 31, 2022) | Settlement Month | Settlement Year | Type of Contract | Bbls/Mcf Per Day | Index | Strike Price / Differential | | :--- | :--- | :--- | :--- | :--- | :--- | | OIL | | | | | | | Jan. - Mar. | 2023 | Puts | 12,000 | WTI Cushing | $54.50 | | Apr. - Jun. | 2023 | Puts | 8,000 | WTI Cushing | $55.00 | | Jan. - Dec. | 2023 | Basis Swaps | 4,000 | Argus WTI Midland | $1.05 | | NATURAL GAS | | | | | | | Jan. - Dec. | 2023 | Basis Swaps | 30,000 | Waha Hub | $(1.33) | | Jan. - Dec. | 2024 | Basis Swaps | 2