3.31.15 10-Q
Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
FORM 10-Q

 
ý
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2015
OR
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35700
 
 
Diamondback Energy, Inc.
(Exact Name of Registrant As Specified in Its Charter)
 
 

Delaware
 
45-4502447
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification Number)
 
 
500 West Texas, Suite 1200
Midland, Texas
 
79701
(Address of Principal Executive Offices)
 
(Zip Code)
(432) 221-7400
(Registrant Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large Accelerated Filer
 
ý
 
Accelerated Filer
 
o
 
 
 
 
Non-Accelerated Filer
 
o
 
Smaller Reporting Company
 
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of May 5, 2015, 59,009,236 shares of the registrant’s common stock were outstanding.





 
 
 
 
Page
 
 
ITEM1.
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
ITEM 3.
 
ITEM 4.
 
 
 
ITEM 1.
 
ITEM 1A.
 
ITEM 6.
 
 
 
 
 
 
 








GLOSSARY OF OIL AND NATURAL GAS TERMS
The following is a description of the meanings of some of the oil and natural gas industry terms used throughout this report:
3-D seismic. Geophysical data that depict the subsurface strata in three dimensions. 3-D seismic typically provides a more detailed and accurate interpretation of the subsurface strata than 2-D, or two-dimensional, seismic.
Bbl. Stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons.
Bbls/d. Bbls per day.
Brent. Brent sweet light crude oil.
BOE. Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.
BOE/d. BOE per day.
Completion. The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
Condensate. Liquid hydrocarbons associated with the production of a primarily natural gas reserve.
Developed acreage. The number of acres that are allocated or assignable to productive wells or wells capable of production.
Development well. A well drilled within the proved area of a natural gas or oil reservoir to the depth of a stratigraphic horizon known to be productive.
Dry hole. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
Exploratory well. A well drilled to find and produce natural gas or oil reserves not classified as proved, to find a new reservoir in a field previously found to be productive of natural gas or oil in another reservoir or to extend a known reservoir.

Field. An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.
Finding and development costs. Capital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves divided by proved reserve additions and revisions to proved reserves.
Fracturing. The process of creating and preserving a fracture or system of fractures in a reservoir rock typically by injecting a fluid under pressure through a wellbore and into the targeted formation.
Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.
Horizontal drilling. A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle with a specified interval.
LLS. Light Louisiana sweet crude oil.
MBbls. Thousand barrels of crude oil or other liquid hydrocarbons.
MBOE. One thousand barrels of crude oil equivalent, determined using a ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.
Mcf. Thousand cubic feet of natural gas.
Mcf/d. Mcf per day.
MMBtu. Million British Thermal Units.

ii



MMcf. Million cubic feet of natural gas.
Net acres or net wells. The sum of the fractional working interest owned in gross acres or gross wells, as the case may be.
Net revenue interest. An owner’s interest in the revenues of a well after deducting proceeds allocated to royalty and overriding interests.
PDP. Proved developed producing.
Play. A set of discovered or prospective oil and/or natural gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, reservoir structure, timing, trapping mechanism and hydrocarbon type.
Plugging and abandonment. Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.
PUD. Proved undeveloped.

Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

Prospect. A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
Proved developed reserves. Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
Proved reserves. The estimated quantities of oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.
Proved undeveloped reserves. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.
Recompletion. The process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.
Reservoir. A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
Stratigraphic play. An oil or natural gas formation contained within an area created by permeability and porosity changes characteristic of the alternating rock layer that result from the sedimentation process.
Structural play. An oil or natural gas formation contained within an area created by earth movements that deform or rupture (such as folding or faulting) rock strata.
Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.
Working interest. The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.
WTI. West Texas Intermediate, also known as Texas light sweet crude oil.



iii



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Various statements contained in this report that express a belief, expectation, or intention, or that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, the factors discussed in this Quarterly Report on Form 10–Q and detailed under
Part II, Item 1A. Risk Factors in this report and our Annual Report on Form 10–K for the year ended December 31,
2014 could affect our actual results and cause our actual results to differ materially from expectations, estimates or assumptions expressed, forecasted or implied in such forward-looking statements.

Forward-looking statements may include statements about our:

business strategy;
exploration and development drilling prospects, inventories, projects and programs;
oil and natural gas reserves;
identified drilling locations;
ability to obtain permits and governmental approvals;
technology;
financial strategy;
realized oil and natural gas prices;
production;
lease operating expenses, general and administrative costs and finding and development costs;
future operating results; and
plans, objectives, expectations and intentions.
All forward-looking statements speak only as of the date of this report. You should not place undue reliance on these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.


iv

Table of Contents
Diamondback Energy, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)




                                                                                                          
 
 
March 31,
 
December 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(In thousands, except par values and share data)
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
31,643

 
$
30,183

Restricted cash
 
500

 
500

Accounts receivable:
 
 
 
 
Joint interest and other
 
44,563

 
50,943

Oil and natural gas sales
 
38,647

 
43,050

Related party
 

 
4,001

Inventories
 
2,847

 
2,827

Derivative instruments
 
92,335

 
115,607

Prepaid expenses and other
 
4,837

 
4,600

Total current assets
 
215,372

 
251,711

Property and equipment
 
 
 
 
Oil and natural gas properties, based on the full cost method of accounting ($737,197 and $773,520 excluded from amortization at March 31, 2015 and December 31, 2014, respectively)
 
3,211,981

 
3,118,597

Pipeline and gas gathering assets
 
7,174

 
7,174

Other property and equipment
 
48,338

 
48,180

Accumulated depletion, depreciation, amortization and impairment
 
(441,821
)
 
(382,144
)
 
 
2,825,672

 
2,791,807

Derivative instruments
 

 
1,934

Other assets
 
51,437

 
50,029

Total assets
 
$
3,092,481

 
$
3,095,481

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable-trade
 
$
8,801

 
$
26,230

Accrued capital expenditures
 
75,272

 
129,397

Other accrued liabilities
 
50,952

 
41,149

Revenues and royalties payable
 
16,546

 
30,000

Deferred income taxes
 
32,459

 
39,953

Total current liabilities
 
184,030

 
266,729

Long-term debt
 
611,579

 
673,500

Asset retirement obligations
 
8,844

 
8,447

Deferred income taxes
 
171,511

 
161,592

Total liabilities
 
975,964

 
1,110,268

Contingencies (Note 14)
 


 


Stockholders’ equity:
 
 
 
 
Common stock, $0.01 par value, 100,000,000 shares authorized, 59,008,403 issued and outstanding at March 31, 2015; 57,887,583 issued and outstanding at December 31, 2014
 
590

 
569

Additional paid-in capital
 
1,680,394

 
1,554,174

Retained earnings
 
202,117

 
196,268

Total Diamondback Energy, Inc. stockholders’ equity
 
1,883,101

 
1,751,011

Noncontrolling interest
 
233,416


234,202

Total equity
 
2,116,517

 
1,985,213

Total liabilities and equity
 
$
3,092,481

 
$
3,095,481

See accompanying notes to combined consolidated financial statements.


Table of Contents
Diamondback Energy, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)



 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(In thousands, except per share amounts)
Revenues:
 
 
 
 
Oil sales
 
$
92,916

 
$
89,758

Natural gas sales
 
1,708

 
1,755

Natural gas sales - related party
 
2,640

 
1,580

Natural gas liquid sales
 
1,593

 
2,584

Natural gas liquid sales - related party
 
2,544

 
2,327

Total revenues
 
101,401

 
98,004

Costs and expenses:
 
 
 
 
Lease operating expenses
 
22,456

 
7,807

Lease operating expenses - related party
 

 
108

Production and ad valorem taxes
 
8,242

 
5,578

Production and ad valorem taxes - related party
 
153

 
264

Gathering and transportation
 
61

 
214

Gathering and transportation - related party
 
969

 
368

Depreciation, depletion and amortization
 
59,677

 
30,973

General and administrative expenses (including non-cash stock based compensation, net of capitalized amounts, of $4,924 and $2,190 for the three months ended March 31, 2015 and 2014, respectively)
 
7,751

 
4,265

General and administrative expenses - related party
 
485

 
292

Asset retirement obligation accretion expense
 
170

 
72

Total costs and expenses
 
99,964

 
49,941

Income from operations
 
1,437

 
48,063

Other income (expense)
 
 
 
 
Interest expense
 
(10,497
)
 
(6,505
)
Other income
 
492

 

Other income - related party
 
23

 
30

Gain (loss) on derivative instruments, net
 
18,354

 
(4,398
)
Total other income (expense), net
 
8,372

 
(10,873
)
Income before income taxes
 
9,809

 
37,190

Provision for income taxes
 
 
 
 
Current
 
945

 

Deferred
 
2,425

 
13,601

Net income
 
6,439

 
23,589

Less: Net income attributable to noncontrolling interest
 
590

 

Net income attributable to Diamondback Energy, Inc.
 
$
5,849

 
$
23,589

 
 
 
 
 
Earnings per common share
 
 
 
 
Basic
 
$
0.10

 
$
0.49

Diluted
 
$
0.10

 
$
0.48

Weighted average common shares outstanding
 
 
 
 
Basic
 
58,386

 
48,447

Diluted
 
58,626

 
48,867






See accompanying notes to combined consolidated financial statements.

2

Table of Contents
Diamondback Energy, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity
(Unaudited)


 
 
 
 
 
 
 
Retained
 
 
 
 
 
 
 
 
Additional
 
Earnings/
 
 
 
 
 
 
Common Stock
 
Paid-in
 
(Accumulated
 
Non-controlling
 
 
 
 
Shares
Amount
 
Capital
 
Deficit)
 
Interest
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2013
 
47,106

$
471

 
$
842,557

 
$
2,513

 
$

 
$
845,541

 
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from issuance of common units - Viper Energy Partners LP
 


 

 

 

 

Unit-based compensation
 


 

 

 

 

Distribution to non-controlling interest
 


 

 

 

 

Stock based compensation
 


 
3,256

 

 

 
3,256

Tax benefits related to stock-based compensation
 


 

 

 

 

Common shares issued in public offering, net of offering costs
 
3,450

35

 
208,410

 

 

 
208,445

Exercise of stock options and vesting of restricted stock units
 
145

2

 
2,076

 

 

 
2,078

Equity payment- Wexford Advisory Services (See Note 11)
 


 

 

 

 

Net income
 


 

 
23,589

 

 
23,589

Balance March 31, 2014
 
50,701

$
508

 
$
1,056,299

 
$
26,102

 
$

 
$
1,082,909

 
 
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2014
 
56,888

$
569

 
$
1,554,174

 
$
196,268

 
$
234,202

 
$
1,985,213

 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation
 


 

 

 
939

 
939

Stock-based compensation
 


 
6,125

 

 

 
6,125

Distribution to noncontrolling interest
 


 

 

 
(2,315
)
 
(2,315
)
Common shares issued in public offering, net of offering costs
 
2,012

20

 
119,208

 

 

 
119,228

Exercise of stock options and vesting of restricted stock units
 
108

1

 
887

 

 

 
888

Net income
 


 

 
5,849

 
590

 
6,439

Balance March 31, 2015
 
59,008

$
590

 
$
1,680,394

 
$
202,117

 
$
233,416

 
$
2,116,517

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 













See accompanying notes to combined consolidated financial statements.

3

Table of Contents
Diamondback Energy, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
6,439

 
$
23,589

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Provision for deferred income taxes
 
2,425

 
13,601

Asset retirement obligation accretion expense
 
170

 
72

Depreciation, depletion, and amortization
 
59,677

 
30,973

Amortization of debt issuance costs
 
630

 
458

Change in fair value of derivative instruments
 
25,206

 
3,342

Stock based compensation expense
 
4,924

 
2,190

(Gain) loss on sale of assets, net
 

 
(11
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
7,005

 
(12,490
)
Accounts receivable-related party
 

 
(995
)
Inventories
 
(20
)
 
(258
)
Prepaid expenses and other
 
(237
)
 
(311
)
Accounts payable and accrued liabilities
 
(16,226
)
 
7,590

Accounts payable and accrued liabilities-related party
 
14,128

 
296

Accrued interest
 
8,476

 

Revenues and royalties payable
 
(13,454
)
 
3,420

Net cash provided by operating activities
 
99,143

 
71,466

Cash flows from investing activities:
 
 
 
 
Additions to oil and natural gas properties
 
(144,397
)
 
(84,211
)
Additions to oil and natural gas properties-related party
 
(7,000
)
 
(1,650
)
Acquisition of leasehold interests
 
(2,000
)
 
(312,207
)
Pipeline and gas gathering assets
 

 
(532
)
Purchase of other property and equipment
 
(158
)
 
(595
)
Proceeds from sale of property and equipment
 

 
11

Net cash used in investing activities
 
(153,555
)
 
(399,184
)
Cash flows from financing activities:
 
 
 
 
Proceeds from borrowings on credit facility
 
57,501

 
127,000

Repayment on credit facility
 
(119,422
)
 

Debt issuance costs
 
(8
)
 
(82
)
Public offering costs
 
(194
)
 
(75
)
Proceeds from public offerings
 
119,422

 
208,644

Exercise of stock options
 
888

 
1,990

Distribution to non-controlling interest
 
(2,315
)
 

Net cash provided by financing activities
 
55,872

 
337,477

Net increase in cash and cash equivalents
 
1,460

 
9,759

Cash and cash equivalents at beginning of period
 
30,183

 
15,555

Cash and cash equivalents at end of period
 
$
31,643

 
$
25,314





4

Table of Contents
Diamondback Energy, Inc. and Subsidiaries
Combined Consolidated Statements of Cash Flows - Continued
(Unaudited)

 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(In thousands)
Supplemental disclosure of cash flow information:
 
 
 
 
Interest paid, net of capitalized interest
 
$
1,389

 
$
149

Supplemental disclosure of non-cash transactions:
 
 
 
 
Asset retirement obligation incurred
 
$
102

 
$
214

Asset retirement obligation revisions in estimated liability
 
$
78

 
$
588

Asset retirement obligation acquired
 
$
47

 
$
1,294

Change in accrued capital expenditures
 
$
(45,854
)
 
$
(6,932
)
Capitalized stock based compensation
 
$
2,139

 
$
1,066











































See accompanying notes to combined consolidated financial statements.

5

Table of Contents
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)



1.    DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Organization and Description of the Business
Diamondback Energy, Inc. (“Diamondback” or the “Company”) together with its subsidiaries, is an independent oil and gas company currently focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. Diamondback was incorporated in Delaware on December 30, 2011.
On June 17, 2014, Diamondback entered into a contribution agreement (the “Contribution Agreement”) with Viper Energy Partners LP (the “Partnership”), Viper Energy Partners GP LLC (the “General Partner”) and Viper Energy Partners LLC to transfer Diamondback’s ownership interest in Viper Energy Partners LLC to the Partnership in exchange for 70,450,000 common units. Diamondback also owns and controls the General Partner, which holds a non-economic general partner interest in the Partnership. On June 23, 2014, the Partnership completed its initial public offering (the “Viper Offering”) of 5,750,000 common units, and the Company’s common units represented an approximate 92% limited partner interest in the Partnership. On September 19, 2014, the Partnership completed an underwritten public offering of 3,500,000 common units. At the completion of this offering, the Company owned approximately 88% of the common units of the Partnership. See Note 4—Viper Energy Partners LP for additional information regarding the Partnership.
The wholly-owned subsidiaries of Diamondback, as of March 31, 2015, include Diamondback E&P LLC, a Delaware limited liability company, Diamondback O&G LLC, a Delaware limited liability company, Viper Energy Partners GP LLC, a Delaware limited liability company, and White Fang Energy LLC, a Delaware limited liability company. The consolidated subsidiaries include the wholly-owned subsidiaries as well as Viper Energy Partners LP, a Delaware limited partnership, and Viper Energy Partners LLC, a Delaware limited liability company.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its subsidiaries after all significant intercompany balances and transactions have been eliminated upon consolidation.
The Partnership is consolidated in the financial statements of the Company. As of March 31, 2015, the Company owned approximately 88% of the common units of the Partnership and the Company’s wholly owned subsidiary, Viper Energy Partners GP LLC, is the General Partner of the Partnership.
These financial statements have been prepared by the Company without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission (the “SEC”). They reflect all adjustments that are, in the opinion of
management, necessary for a fair statement of the results for interim periods, on a basis consistent with the annual
audited financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting
policies and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been omitted pursuant to such rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. This
Quarterly Report on Form 10–Q should be read in conjunction with the Company’s most recent Annual Report on
Form 10–K for the fiscal year ended December 31, 2014, which contains a summary of the Company’s significant
accounting policies and other disclosures.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
Certain amounts included in or affecting the Company’s consolidated financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the consolidated financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in the particular circumstances. Nevertheless, actual results

6



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include estimates of proved oil and natural gas reserves and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, asset retirement obligations, the fair value determination of acquired assets and liabilities, stock-based compensation, fair value estimates of commodity derivatives and estimates of income taxes.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 supersedes most of the existing revenue recognition requirements in GAAP and requires (i) an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services and (ii) requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The standard will be effective for annual and interim reporting periods beginning after December 15, 2016, with early application not permitted. The standard allows for either full retrospective adoption, meaning the standard is applied to all periods presented in the financial statements, or modified retrospective adoption, meaning the standard is applied only to the most current period presented. The Partnership is currently evaluating the impact, if any, that the adoption of ASU 2014-09 will have on the Partnership’s financial position, results of operations, and liquidity.

In April 2015, the Financial Accounting Standards Board issued ASU 2015-03, “Interest—Imputation of Interest”. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from that debt liability, consistent with the presentation of a debt discount to simplify the presentation of debt issuance costs. The standard will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early application will be permitted for financial statements that have not previously been issued.

3.    ACQUISITIONS
2014 Activity
On September 9, 2014, the Company completed the acquisition of oil and natural gas interests in the Permian Basin from unrelated third party sellers. The Company acquired approximately 17,617 gross (12,967 net) acres with an approximate 74% working interest (approximately 75% net revenue interest). The acquisition was accounted for according to the acquisition method, which requires the recording of net assets acquired and consideration transferred at fair value. This acquisition was funded with the net proceeds of the July 2014 equity offering discussed in Note 9 below and borrowings under the Company’s revolving credit facility discussed in Note 8 below.
There were no material changes from the purchase price allocation disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
The Company has included in its combined consolidated statements of operations revenues of $5.3 million and direct operating expenses of $3.7 million for the three months ended March 31, 2015 due to the acquisition. The disclosure of net earnings is impracticable to calculate due to the full cost method of depletion.
On February 27 and 28, 2014, the Company completed acquisitions of oil and natural gas interests in the Permian Basin from unrelated third party sellers. The Company acquired approximately 6,450 gross (4,785 net) acres with a 74% working interest (56% net revenue interest). The acquisitions were accounted for according to the acquisition method, which requires the recording of net assets acquired and consideration transferred at fair value. These acquisitions were funded with the net proceeds of the February 2014 equity offering discussed in Note 9 below and borrowings under the Company’s revolving credit facility discussed in Note 8 below.
There were no material changes from the purchase price allocation disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
The Company has included in its combined consolidated statements of operations revenues of $6.8 million and direct operating expenses of $3.0 million for the three months ended March 31, 2015 and operations revenues of

7



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


$4.9 million and direct operating expenses of $1.1 million for the period from February 28, 2014 to March 31, 2014, due to the acquisitions. The disclosure of net earnings is impracticable to calculate due to the full cost method of depletion.
Pro Forma Financial Information
The following unaudited summary pro forma combined consolidated statement of operations data of Diamondback for the three months ended March 31, 2014 have been prepared to give effect to the February 27 and 28, 2014 acquisitions and the September 9, 2014 acquisition as if they had occurred on January 1, 2013. The pro forma data are not necessarily indicative of financial results that would have been attained had the acquisitions occurred on January 1, 2013. The pro forma data also necessarily exclude various operation expenses related to the properties and the financial statements should not be viewed as indicative of operations in future periods.
 
 
Pro Forma
 
 
(Unaudited)
 
 
Three Months Ended

 
 
March 31, 2014
 
 
 
 
 
(in thousands)
Revenues
 
$
119,944

Income from operations
 
54,698

Net income
 
27,797



4.    VIPER ENERGY PARTNERS LP
The Partnership is a publicly traded Delaware limited partnership, the common units of which are listed on the NASDAQ Global Market under the symbol “VNOM”. The Partnership was formed by Diamondback on February 27, 2014, to, among other things, own, acquire and exploit oil and natural gas properties in North America. The Partnership is currently focused on oil and natural gas properties in the Permian Basin. Viper Energy Partners GP LLC, a fully- consolidated subsidiary of Diamondback, serves as the general partner of, and holds a non-economic general partner interest in, the Partnership. As of March 31, 2015, the Company owned approximately 88% of the common units of the Partnership. Prior to the completion on June 23, 2014 of the Viper Offering, Diamondback owned all of the general and limited partner interests in the Partnership.

In connection with the Viper Offering, Diamondback contributed all of the membership interests in Viper Energy Partners LLC to the Partnership in exchange for 70,450,000 common units. The contribution of Viper Energy Partners LLC to the Partnership was accounted for as a combination of entities under common control with assets and liabilities transferred at their carrying amounts in a manner similar to a pooling of interests. During the three months ended March 31, 2015, the Partnership distributed $17.6 million to Diamondback in respect of its common units.

The Company has also entered into the following agreements with the Partnership:

Partnership Agreement
In connection with the closing of the Viper Offering, the General Partner and Diamondback entered into the first amended and restated agreement of limited partnership (the “Partnership Agreement”), dated June 23, 2014. The Partnership Agreement requires the Partnership to reimburse the General Partner for all direct and indirect expenses incurred or paid on the Partnership’s behalf and all other expenses allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership’s business. The Partnership Agreement does not set a limit on the amount of expenses for which the 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 the Partnership or on its behalf and expenses allocated to the General Partner by its affiliates. The General Partner is entitled to determine the expenses that are allocable to the Partnership.
Tax Sharing
In connection with the closing of the Viper Offering, the Partnership entered into a tax sharing agreement (the “Tax Sharing Agreement”) with Diamondback pursuant to which the Partnership will reimburse Diamondback for its share of state and local income and other taxes for which the Partnership’s 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 the Partnership may be a member for this purpose, to owe less or no tax. In such a situation, the Partnership would reimburse Diamondback for the tax the Partnership would have owed had the tax attributes not been available or used for the Partnership’s benefit, even though Diamondback had no cash tax expense for that period.
Other Agreements
See Note 11—Related Party Transactions for details of the advisory services agreement the Partnership and General Partner entered into with Wexford Capital LP (“Wexford”).

8



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


The Partnership has entered into a secured revolving credit facility with Wells Fargo Bank, National Association, (“Wells Fargo”) as administrative agent sole book runner and lead arranger. See Note 8—Debt for a description of this credit facility.
5.    PROPERTY AND EQUIPMENT
Property and equipment includes the following:
 
 
March 31,
 
December 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands)
Oil and natural gas properties:
 
 
 
 
Subject to depletion
 
$
2,474,784

 
$
2,345,077

Not subject to depletion-acquisition costs
 
 
 
 
Incurred in 2015
 
3,906

 

Incurred in 2014
 
563,091

 
576,802

Incurred in 2013
 
106,139

 
130,474

Incurred in 2012
 
63,297

 
65,480

Incurred in 2011
 
764

 
764

Total not subject to depletion
 
737,197

 
773,520

Gross oil and natural gas properties
 
3,211,981

 
3,118,597

Less accumulated depletion
 
(438,720
)
 
(379,481
)
Oil and natural gas properties, net
 
2,773,261

 
2,739,116

Pipeline and gas gathering assets
 
7,174

 
7,174

Other property and equipment
 
48,338

 
48,180

Less accumulated depreciation
 
(3,101
)
 
(2,663
)
Property and equipment, net of accumulated depreciation, depletion, amortization and impairment
 
$
2,825,672

 
$
2,791,807

Internal costs capitalized to the full cost pool represent management’s estimate of costs incurred directly related to exploration and development activities such as geological and other administrative costs associated with overseeing the exploration and development activities. All internal costs not directly associated with exploration and development activities were charged to expense as they were incurred. Capitalized internal costs were approximately $4.7 million and $2.3 million for the three months ended March 31, 2015 and 2014, respectively. Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The inclusion of the Company’s unevaluated costs into the amortization base is expected to be completed within three to five years.


9



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


6.    ASSET RETIREMENT OBLIGATIONS
The following table describes the changes to the Company’s asset retirement obligation liability for the following periods:
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
 
(in thousands)
Asset retirement obligation, beginning of period
$
8,486

 
$
3,029

Additional liability incurred
102

 
214

Liabilities acquired
47

 
1,294

Liabilities settled

 
(10
)
Accretion expense
170

 
72

Revisions in estimated liabilities
78

 
588

Asset retirement obligation, end of period
8,883

 
5,187

Less current portion
39

 
40

Asset retirement obligations - long-term
$
8,844

 
$
5,147

The Company’s asset retirement obligations primarily relate to the future plugging and abandonment of wells and related facilities. The Company estimates the future plugging and abandonment costs of wells, the ultimate productive life of the properties, a risk-adjusted discount rate and an inflation factor in order to determine the current present value of this obligation. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligation liability, a corresponding adjustment is made to the oil and natural gas property balance.
7.    EQUITY METHOD INVESTMENTS
In October 2014, the Company paid $0.6 million for a minority interest in an entity that was formed to develop, own and operate an integrated water management system to gather, store, process, treat, distribute and dispose of water to exploration and production companies operating in Midland, Martin and Andrews Counties, Texas. The board of this entity may also authorize the entity to offer these services to other counties in the Permian Basin and to pursue other business opportunities. The Company has committed to invest an aggregate amount of $5.0 million in this entity, and several other third parties have committed to invest an aggregate of $15.0 million. The Company will retain a minority interest after all commitments are received. The entity was formed as a limited liability company and maintains a specific ownership account for each investor, similar to a partnership capital account structure. Therefore the Company accounts for this investment under the equity method of accounting.
8.    DEBT
Long-term debt consisted of the following as of the dates indicated:
 
 
March 31,
 
December 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands)
Revolving credit facility
 
$
161,579

 
$
223,500

7.625 % Senior Notes due 2021
 
450,000

 
450,000

Partnership revolving credit facility
 

 

Total long-term debt
 
$
611,579

 
$
673,500

 
 
 
 
 
Senior Notes
On September 18, 2013, the Company completed an offering of $450.0 million in aggregate principal amount of 7.625% senior unsecured notes due 2021 (the “Senior Notes”). The Senior Notes bear interest at the rate of 7.625% per annum, payable semi-annually, in arrears on April 1 and October 1 of each year, commencing on April 1, 2014 and will mature on October 1, 2021. On June 23, 2014, in connection with the Viper Offering, the Company designated the Partnership, the General Partner and Viper Energy LLC as unrestricted subsidiaries and, upon such designation, Viper Energy LLC, which was a guarantor under the indenture governing of the Senior Notes, was released as a guarantor under the indenture. As of March 31, 2015, the Senior Notes are fully and unconditionally guaranteed by Diamondback O&G LLC, Diamondback E&P LLC and White Fang Energy LLC and will also be guaranteed by any future restricted subsidiaries of Diamondback. The net proceeds from the Senior Notes were used to fund the acquisition of mineral interests underlying approximately 14,804 gross (12,687 net) acres in Midland County, Texas in the Permian Basin.
The Senior Notes were issued under, and are governed by, an indenture among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as the trustee, as supplemented (the “Indenture”). The Indenture contains certain covenants that, subject to certain exceptions and qualifications, among other things, limit the Company’s ability and the ability of the restricted subsidiaries to incur or guarantee additional indebtedness, make certain investments, declare or pay dividends or make other distributions on, or redeem or repurchase, capital stock, prepay subordinated indebtedness, sell assets including capital stock of subsidiaries, agree to payment restrictions affecting the Company’s restricted subsidiaries, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with affiliates, incur liens, engage in business other than the oil and gas business and designate certain of the Company’s subsidiaries as unrestricted subsidiaries. If the Company experiences certain kinds of changes of control or if it sells certain of its assets, holders of the Senior Notes may have the right to require the Company to repurchase their Senior Notes.
The Company will have the option to redeem the Senior Notes, in whole or in part, at any time on or after October 1, 2016 at the redemption prices (expressed as percentages of principal amount) of 105.719% for the 12-month period

10



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


beginning on October 1, 2016, 103.813% for the 12-month period beginning on October 1, 2017, 101.906% for the 12-month period beginning on October 1, 2018 and 100.000% beginning on October 1, 2019 and at any time thereafter with any accrued and unpaid interest to, but not including, the date of redemption. In addition, prior to October 1, 2016, the Company may redeem all or a part of the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium at the redemption date. Furthermore, before October 1, 2016, the Company may, at any time or from time to time, redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a redemption price of 107.625% of the principal amount of the Senior Notes being redeemed plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the Senior Notes originally issued under the Indenture remains outstanding immediately after such redemption and the redemption occurs within 120 days of the closing date of such equity offering.
In connection with the issuance of the Senior Notes, the Company and the subsidiary guarantors entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the initial purchasers on September 18, 2013, pursuant to which the Company and the subsidiary guarantors have agreed to file a registration statement with respect to an offer to exchange the Senior Notes for a new issue of substantially identical debt securities registered under the Securities Act, which registration statement was declared effective by the SEC on September 15, 2014 and the exchange offer completed on October 23, 2014.
Credit Facility-Wells Fargo Bank
On June 9, 2014, Diamondback entered into a first amendment (the “first amendment”) and on November 13, 2014, Diamondback entered into a second amendment (the “second amendment”) to the second amended and restated credit agreement, dated November 1, 2013 (together, the “credit agreement”). The first amendment modified certain provisions of the credit agreement to, among other things, allow the Company to designate one or more of its subsidiaries as “Unrestricted Subsidiaries” that are not subject to certain restrictions contained in the credit agreement. In connection with the Viper Offering, the Company designated the Partnership, the General Partner and Viper Energy LLC as unrestricted subsidiaries under the credit agreement. As of March 31, 2015, the loan is guaranteed by Diamondback, Diamondback E&P LLC and White Fang Energy LLC and will also be guaranteed by any future restricted subsidiaries of Diamondback. The credit agreement is also secured by substantially all of the assets of the Company, Diamondback O&G LLC and the guarantors.

The second amendment increased the maximum amount of the credit facility to $2.0 billion, modified the dates and deadlines of the credit agreement relating to the scheduled borrowing base redeterminations based on the Company’s oil and natural gas reserves and other factors (the “borrowing base”) and added new provisions that allow the Company to elect a commitment amount that is less than its borrowing base as determined by the lenders. The borrowing base is scheduled to be re-determined semi-annually with effective dates of May 1st and November 1st. In addition, the Company may request up to three additional redeterminations of the borrowing base during any 12-month period. As of March 31, 2015, the borrowing base was set at $750.0 million, of which the Company had elected a commitment amount of $500.0 million, and the Company had outstanding borrowings of $161.6 million.

The outstanding borrowings under the credit agreement bear interest at a rate elected by the Company that is equal to an alternative base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.5% and 3-month LIBOR plus 1.0%) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 0.5% to 1.50% in the case of the alternative base rate and from 1.50% to 2.50% in the case of LIBOR, in each case depending on the amount of the loan outstanding in relation to the borrowing base. The Company is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the borrowing base, which fee is also dependent on the amount of the loan outstanding in relation to the borrowing base. Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage), and is required to be paid (a) if the loan amount exceeds the borrowing base, whether due to a borrowing base redetermination or otherwise (in some cases subject to a cure period) and (b) at the maturity date of November 1, 2018.

The credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates and entering into certain swap agreements and require the maintenance of the financial ratios described below.

11



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


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

The covenant prohibiting additional indebtedness allows for the issuance of unsecured debt of up to $750.0 million in the form of senior or senior subordinated notes and, in connection with any such issuance, the reduction of the borrowing base by 25% of the stated principal amount of each such issuance. A borrowing base reduction in connection with such issuance may require a portion of the outstanding principal of the loan to be repaid. As of March 31, 2015, the Company had $450.0 million of senior unsecured notes outstanding.

As of March 31, 2015 and December 31, 2014, the Company was in compliance with all financial covenants under its revolving credit facility, as then in effect. The lenders may accelerate all of the indebtedness under the Company’s revolving credit facility upon the occurrence and during the continuance of any event of default. The credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. There are no cure periods for events of default due to non-payment of principal and breaches of negative and financial covenants, but non-payment of interest and breaches of certain affirmative covenants are subject to customary cure periods.
Partnership Credit Facility-Wells Fargo Bank
On July 8, 2014, the Partnership entered into a secured revolving credit agreement with Wells Fargo, as the administrative agent, sole book runner and lead arranger. The credit agreement, which was amended August 15, 2014 to add additional lenders to the lending group, 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 re-determined 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 March 31, 2015, the borrowing base was set at $110.0 million. The Partnership had no outstanding borrowings as of March 31, 2015.
The outstanding borrowings under the credit agreement bear interest at a rate elected by the Partnership that is equal to an alternative base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.5% and 3-month LIBOR plus 1.0%) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 0.5% to 1.50% in the case of the alternative base rate and from 1.50% to 2.50% in the case of LIBOR, in each case depending on the amount of the loan outstanding in relation to the borrowing base. The Partnership is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the borrowing base, which fee is also dependent on the amount of the loan outstanding in relation to the borrowing base. Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage), and is required to be paid (a) if the loan amount exceeds the borrowing base, whether due to a borrowing base redetermination or otherwise (in some cases subject to a cure period) and (b) at the maturity date of July 8, 2019. The loan is secured by substantially all of the assets of the Partnership and its subsidiaries.
The credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates and entering into certain swap agreements and require the maintenance of the financial ratios described below.
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

The covenant prohibiting additional indebtedness allows for the issuance of unsecured debt of up to $250.0 million in the form of senior unsecured notes and, in connection with any such issuance, the reduction of the borrowing base by 25% of the stated principal amount of each such issuance. A borrowing base reduction in connection with such issuance may require a portion of the outstanding principal of the loan to be repaid.

12



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


The lenders may accelerate all of the indebtedness under the Partnership’s revolving credit facility upon the occurrence and during the continuance of any event of default. The credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. There are no cure periods for events of default due to non-payment of principal and breaches of negative and financial covenants, but non-payment of interest and breaches of certain affirmative covenants are subject to customary cure periods.
9.    CAPITAL STOCK AND EARNINGS PER SHARE
As of March 31, 2015, Diamondback had completed the following equity offerings since January 1, 2014:
In February 2014, the Company completed an underwritten public offering of 3,450,000 shares of common stock, which included 450,000 shares of common stock issued pursuant to an option to purchase additional shares granted to the underwriters. The stock was sold to the public at $62.67 per share and the Company received net proceeds of approximately $208.4 million from the sale of these shares of common stock, net of offering expenses and underwriting discounts and commissions.
In July 2014, the Company completed an underwritten public offering of 5,750,000 shares of common stock, which included 750,000 shares of common stock issued pursuant to an option to purchase additional shares granted to the underwriters. The stock was sold to the public at $87.00 per share and the Company received net proceeds of approximately $485.0 million from the sale of these shares of common stock, net of offering expenses and underwriting discounts and commissions.
In January 2015, the Company completed an underwritten public offering of 1,750,000 shares of common stock, which included 262,500 shares of common stock issued pursuant to an option to purchase additional shares granted to the underwriters. The stock was sold to the underwriters at $59.34 per share and the Company received net proceeds of approximately $119.4 million from the sale of these shares of common stock, net of offering expenses and underwriting discounts and commissions.
Earnings Per Share
The Company’s basic earnings per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share include the effect of potentially dilutive shares outstanding for the period. Additionally, for the diluted earnings per share computation, the per share earnings of the Partnership are included in the consolidated earnings per share computation based on the consolidated group’s holdings of the subsidiary. A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:

 
 
 
 
 
Three Months Ended March 31, 2015
 
 
 
 
 
 
Per
 
 
Income
 
Shares
 
Share
 
 
 
 
 
 
 
 
 
(in thousands, except per share amounts)
Basic:
 
 
 
 
 
 
Net income attributable to common stock
 
$
5,849

 
58,386

 
$
0.10

Effect of Dilutive Securities:
 
 
 
 
 
 
Dilutive effect of potential common shares issuable
 
$

 
240

 
 
Diluted:
 
 
 
 
 
 
Net income attributable to common stock
 
$
5,849

 
58,626

 
$
0.10


13



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
 
 
 
Three Months Ended March 31, 2014
 
 
 
 
 
 
Per
 
 
Income
 
Shares
 
Share
 
 
 
 
 
 
 
 
 
(in thousands, except per share amounts)
Basic:
 
 
 
 
 
 
Net income attributable to common stock
 
$
23,589

 
48,447

 
$
0.49

Effect of Dilutive Securities:
 
 
 
 
 
 
Dilutive effect of potential common shares issuable
 
$

 
420

 
 
Diluted:
 
 
 
 
 
 
Net income attributable to common stock
 
$
23,589

 
48,867

 
$
0.48




10.    STOCK AND UNIT BASED COMPENSATION
The following table presents the effects of the equity and stock based compensation plans and related costs:
 
 
2015
 
2014
 
 
 
 
 
 
 
 
General and administrative expenses
 
$
4,924

 
$
2,190

Stock based compensation capitalized pursuant to full cost method of accounting for oil and natural gas properties
 
2,139

 
1,066

Related income tax benefit
 
770

 
384

 
 
 
 
 
On June 17, 2014, in connection with the Viper Offering, the Board of Directors of the General Partner adopted the Viper Energy Partners LP Long Term Incentive Plan (“Viper LTIP”), effective June 17, 2014, for employees, officers, consultants and directors of the General Partner and any of its affiliates, including Diamondback, who perform services for the Partnership. The Viper LTIP provides for the grant of unit options, unit appreciation rights, restricted units, unit awards, phantom units, distribution equivalent rights, cash awards, performance awards, other unit-based awards and substitute awards. A total of 9,144,000 common units has been reserved for issuance pursuant to the Viper LTIP. Common units that are cancelled, forfeited or withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The Viper LTIP is administered by the Board of Directors of the General Partner or a committee thereof.
Stock Options
The following table presents the Company’s stock option activity under the 2012 Plan for the three months ended March 31, 2015.

14



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
 
 
Weighted Average
 
 
 
 
 
 
Exercise
 
Remaining
 
Intrinsic
 
 
Options
 
Price
 
Term
 
Value
 
 
 
 
 
 
(in years)
 
(in thousands)
Outstanding at December 31, 2014
 
313,105

 
$
18.29

 
 
 
 
Granted
 

 
$

 
 
 
 
Exercised
 
(46,750
)
 
$
19.00

 
 
 
 
Expired/Forfeited
 

 
$

 
 
 
 
Outstanding at March 31, 2015
 
266,355

 
$
18.16

 
1.73
 
$
11,097

 
 
 
 
 
 
 
 
 
Vested and Expected to vest at March 31, 2015
 
266,355

 
$
18.16

 
1.73
 
$
11,097

Exercisable at March 31, 2015
 
34,855

 
$
17.84

 
1.62
 
$
1,474

The aggregate intrinsic value of stock options that were exercised during the three months ended March 31, 2015 and 2014 was $2,129,000 and $5,310,000, respectively. As of March 31, 2015, the unrecognized compensation cost related to unvested stock options was $453,000. Such cost is expected to be recognized over a weighted-average period of 1.1 years.
Restricted Stock Units
The following table presents the Company’s restricted stock units activity under the 2012 Plan during the three months ended March 31, 2015.
 
 
 
 
Weighted Average
 
 
Restricted Stock
 
Grant-Date
 
 
Units
 
Fair Value
Unvested at December 31, 2014
 
167,291

 
$
49.99

Granted
 
90,252

 
$
68.46

Vested
 
(63,136
)
 
$
56.43

Forfeited
 
(821
)
 
$
74.97

Unvested at March 31, 2015
 
193,586

 
$
49.82

The aggregate fair value of restricted stock units that vested during the three months ended March 31, 2015 and 2014 was $4,074,000 and $2,003,000, respectively. As of March 31, 2015, the Company’s unrecognized compensation cost related to unvested restricted stock awards and units was $7,987,000. Such cost is expected to be recognized over a weighted-average period of 1.5 years.
Performance Based Restricted Stock Units
To provide long-term incentives for the executive officers to deliver competitive returns to the Company’s stockholders, the Company has granted performance based restricted stock units to eligible employees. The ultimate number of shares awarded from these conditional restricted stock units is based upon measurement of total stockholder return of the Company’s common stock (“TSR”) as compared to a designated peer group during a three-year performance period. In February 2014, eligible employees received initial performance restricted stock unit awards totaling 79,150 units from which a minimum of 0% and a maximum of 200% units could be awarded. The awards have a performance period of January 1, 2013 to December 31, 2015 and cliff vest at December 31, 2015. In February 2015, eligible employees received additional performance restricted stock unit awards totaling 90,249 units from which a minimum of 0% and a maximum of 200% units could be awarded. The awards have a performance period of January 1, 2014 to December 31, 2016 and cliff vest at December 31, 2016.
The fair value of each performance restricted stock unit is estimated at the date of grant using a Monte Carlo simulation, which results in an expected percentage of units to be earned during the performance period.
The following table presents a summary of the grant-date fair values of performance restricted stock units granted and the related assumptions for the February 2014 award.

15



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
 
2015
Grant-date fair value
 
$
125.63

Risk-free rate
 
0.30
%
Company volatility
 
39.60
%
 
 
 
 
The following table presents a summary of the grant-date fair values of performance restricted stock units granted and the related assumptions for the February 2015 award.
 
 
 
2015
Grant-date fair value
 
$
137.14

Risk-free rate
 
0.49
%
Company volatility
 
43.36
%
 
 
 
 

The following table presents the Company’s performance restricted stock units activity under the 2012 Plan for the three months ended March 31, 2015.
 
 
 
Performance
 
Weighted Average
 
 
 
Restricted Stock
 
Grant-Date
 
 
 
Units
 
Fair Value
Unvested at December 31, 2013
 
79,150

 
$
125.63

Granted
 
90,249

 
$
137.14

Vested
 

 
$

Forfeited
 

 
$

Unvested at December 31, 2014 (1)
 
169,399

 
$
131.76

 
 
 
 
 
 
(1)
A maximum of 338,798 units could be awarded based upon the Company’s final TSR ranking.
As of March 31, 2015, the Company’s unrecognized compensation cost related to unvested performance based restricted stock awards and units was $15,459,000. Such cost is expected to be recognized over a weighted-average period of 1.5 years.
Partnership Unit Options
In accordance with the Viper LTIP, the exercise price of unit options granted may not be less than the market value of the common units at the date of grant. The units issued under the Viper LTIP will consist of new common units of the Partnership. On June 17, 2014, the Board of Directors of the General Partner granted 2,500,000 unit options to our executive officers of the General Partner. The unit options vest approximately 33% ratably on each of the next three anniversaries of the date of grant. In the event the fair market value per unit as of the exercise date is less than the exercise price per option unit then the vested options will automatically terminate and become null and void as of the exercise date.
The fair value of the unit options on the date of grant is expensed over the applicable vesting period. The Partnership estimates the fair values of unit options granted using a Black-Scholes option valuation model, which requires the Partnership to make several assumptions. At the time of grant the Partnership did not have a history of market prices, thus the expected volatility was determined using the historical volatility for a peer group of companies. The expected term of options granted was determined based on the contractual term of the awards. The risk-free interest rate is based on the U.S. treasury yield curve rate for the expected term of the unit option at the date of grant. The expected dividend yield was based upon projected performance of the Partnership.

16



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
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
%
 
 
 
The following table presents the unit option activity under the Viper LTIP for the three months ended March 31, 2015.
 
 
 
 
Weighted Average
 
 
 
 
Unit
 
Exercise
 
Remaining
 
Intrinsic
 
 
Options
 
Price
 
Term
 
Value
 
 
 
 
 
 
(in years)
 
(in thousands)
Outstanding at December 31, 2014
 
2,500,000

 
$
26.00

 
 
 
 
Granted
 

 
$

 
 
 
 
Outstanding at March 31, 2015
 
2,500,000

 
$
26.00

 
2.22

 
$

 
 
 
 
 
 
 
 
 
Vested and Expected to vest at March 31, 2015
 
2,500,000

 
$
26.00

 
2.22

 
$

Exercisable at March 31, 2015
 

 
$

 

 
$

As of March 31, 2015, the unrecognized compensation cost related to unvested unit options was $7.8 million. Such cost is expected to be recognized over a weighted-average period of 2.2 years.
Phantom Units
Under the Viper LTIP, the Board of Directors of the General Partner is authorized to issue phantom units to eligible employees. The Partnership estimates the fair value of phantom units as the closing price of the Partnership’s common units on the grant date of the award, which is expensed over the applicable vesting period. Upon vesting the phantom unit entitles the recipient one common unit of the Partnership for each phantom unit.
The following table presents the phantom unit activity under the Viper LTIP for the three months ended March 31, 2015.
 
 
 
 
Weighted Average
 
 
Phantom
 
Grant-Date
 
 
Units
 
Fair Value
Unvested at December 31, 2014
 
17,776

 
$
19.51

Granted
 

 
$

Vested
 

 
$

Forfeited
 

 
$

Unvested at March 31, 2015
 
17,776

 
$
19.51

As of March 31, 2015, the unrecognized compensation cost related to unvested phantom units was $0.3 million. Such cost is expected to be recognized over a weighted-average period of 1.2 years.
11.    RELATED PARTY TRANSACTIONS

Administrative Services

17



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


An entity under common management provided technical, administrative and payroll services to the Company under a shared services agreement that began March 1, 2008. The initial term of this shared service agreement was two years. Since the expiration of such two-year period on March 1, 2010, the agreement, by its terms continued on a month-to-month basis. Effective August 31, 2014, this agreement was mutually terminated. For the three months ended March 31, 2015 and 2014, the Company incurred total costs of $0 and $1,000, respectively. Costs incurred unrelated to drilling activities are expensed and costs incurred in the acquisition, exploration and development of proved oil and natural gas properties have been capitalized. The Company had no outstanding amounts payable at March 31, 2015 and December 31, 2014.

Effective January 1, 2012, the Company entered into an additional shared services agreement with this entity. Under this agreement, the Company provided this entity and, at its request, certain affiliates, with consulting, technical and administrative services. The initial term of the additional shared services agreement was two years. Thereafter, the agreement continued on a month-to-month basis subject to the right of either party to terminate the agreement upon thirty days prior written notice. Effective August 31, 2014, this agreement was mutually terminated. Costs that are attributable to and billed to other affiliates are reported as other income-related party. For the three months ended March 31, 2015 and 2014, the affiliate reimbursed the Company $0 and $30,000, respectively, for services under the shared services agreement. The Company had no outstanding amounts payable at March 31, 2015 and December 31, 2014.
Drilling Services
Bison Drilling and Field Services LLC (“Bison”), an entity controlled by Wexford, has performed drilling and field services for the Company under master drilling and field service agreements. Under the Company’s most recent master drilling agreement with Bison, effective as of January 1, 2013, Bison committed to accept orders from the Company for the use of at least two of its rigs. At March 31, 2015, the Company was not utilizing any Bison rigs. This master drilling agreement is terminable by either party on 30 days’ prior written notice, although neither party will be relieved of its respective obligations arising from a drilling contract being performed prior to the termination of the master drilling agreement. For the three months ended March 31, 2015 and 2014, the Company incurred total costs for services performed by Bison of $7,000 and $1,510,000, respectively. The Company had no outstanding amounts payable to Bison as of March 31, 2015 and December 31, 2014.
Effective September 9, 2013, the Company entered into a master service agreement with Panther Drilling Systems LLC (“Panther Drilling”), an entity controlled by Wexford, under which Panther Drilling provides directional drilling and other services. This master service agreement is terminable by either party on 30 days’ prior written notice, although neither party will be relieved of its respective obligations arising from work performed prior to the termination of the master service agreement. In the third quarter 2013, the Company began using Panther Drilling’s directional drilling services. The Company incurred no costs and $248,000 for services performed for the three months ended March 31, 2015 and 2014, respectively. The Company had no outstanding amounts payable to Panther Drilling as of March 31, 2015 and December 31, 2014.
Coronado Midstream
The Company is party to a gas purchase agreement, dated May 1, 2009, as amended, with Coronado Midstream LLC (“Coronado Midstream”), formerly known as MidMar Gas LLC, an entity, that owns a gas gathering system and processing plant in the Permian Basin. Under this agreement, Coronado Midstream is obligated to purchase from the Company, and the Company is obligated to sell to Coronado Midstream, all of the gas conforming to certain quality specifications produced from certain of the Company’s Permian Basin acreage. Following the expiration of the initial ten year term, the agreement will continue on a year-to-year basis until terminated by either party on 30 days’ written notice. Under the gas purchase agreement, Coronado Midstream is obligated to pay the Company 87% of the net revenue received by Coronado Midstream for all components of the Company’s dedicated gas, including the liquid hydrocarbons, and the sale of residue gas, in each case extracted, recovered or otherwise processed at Coronado Midstream’s gas processing plant, and 94.56% of the net revenue received by Coronado Midstream from the sale of such gas components and residue gas, extracted, recovered or otherwise processed at Chevron’s Headlee plant. An entity controlled by Wexford had owned an approximately 28% equity interest in Coronado Midstream until Coronado Midstream was sold in March 2015. Coronado Midstream is no longer a related party. The Company recognized revenues from Coronado Midstream of $5,184,000 and $3,907,000 for the three months ended March 31, 2015 and 2014, respectively. The Company recognized production and ad valorem taxes and gathering and transportation expenses from Coronado Midstream of $1,122,000 and $632,000 for the three

18



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


months ended March 31, 2015 and 2014, respectively. As of December 31, 2014, Coronado Midstream owed the Company $3,986,000 for the Company’s portion of the net proceeds from the sale of gas, gas products and residue gas.
Sand Supply
Muskie Proppant LLC (“Muskie”), an entity affiliated with Wexford, processes and sells fracing grade sand for oil and natural gas operations. The Company began purchasing sand from Muskie in March 2013. On May 16, 2013, the Company entered into a master services agreement with Muskie, pursuant to which Muskie agreed to sell custom natural sand proppant to the Company based on the Company’s requirements. The Company is not obligated to place any orders with, or accept any offers from, Muskie for sand proppant. The agreement may be terminated at the option of either party on 30 days’ notice. The Company did not purchase sand from Muskie during either the three months ended March 31, 2015 or 2014. The Company had no outstanding amounts payable to Muskie as of March 31, 2015 or December 31, 2014.
Midland Leases
Effective May 15, 2011, the Company occupied corporate office space in Midland, Texas under a lease with a five-year term. The office space is owned by an entity controlled by an affiliate of Wexford. The Company paid $184,000 and $93,000 for the three months ended March 31, 2015 and 2014, respectively, under this lease. In the second and third quarters of 2013, the Company amended this agreement to increase the size of the leased premises. The monthly rent under the lease increased from $13,000 to $15,000 beginning on August 1, 2013 and increased further to $25,000 beginning on October 1, 2013. In the second and fourth quarters of 2014, the Company amended this agreement to further increase the size of the leased premises. The monthly rent increased from $25,000 to $27,000 in the second quarter of 2014 and from $27,000 to $53,000 in the fourth quarter of 2014. The monthly rent will continue to increase approximately 4% annually on June 1 of each year during the remainder of the lease term. In November 2014, the Company further amended the lease, including extending the term of the lease for an additional ten-year period. In April 2015, the Company again amended this lease to increase the size of the leased premises. The monthly rent for the additional space is $23,000. Upon commencement of the extension in June 2016, the monthly base rent will increase to $94,000, with an increase of approximately 2% annually.
Field Office Lease
The Company leased field office space in Midland, Texas from an unrelated third party from March 1, 2011 to March 1, 2014. Effective March 1, 2014, the building was purchased by an entity controlled by an affiliate of Wexford. The remaining term of the lease as of March 1, 2014 is four years. The Company paid rent of $39,000 to the related party for the three months ended March 31, 2015. The monthly base rent is $11,000 which will increase 3% annually on March 1 of each year during the remainder of the lease term. During the third quarter of 2014, the Company negotiated a sublease with Bison, in which Bison will lease the field office space for the same term as the initial lease and will pay the monthly rent of $11,000 which will increase 3% annually on March 1 of each year during the remainder of the lease term.
Oklahoma City Lease
Effective January 1, 2012, the Company occupied corporate office space in Oklahoma City, Oklahoma under a lease with a 67 month term. The office space is owned by an entity controlled by an affiliate of Wexford. The Company paid $0 and $64,000 for the three months ended March 31, 2015 and 2014, respectively, under this lease. Effective April 1, 2013, the Company amended this lease to increase the size of the leased premises, at which time the monthly base rent increased to $19,000 for the remainder of the lease term. The Company was also responsible for paying a portion of specified costs, fees and expenses associated with the operation of the premises. Effective September 23, 2014, this lease agreement was mutually terminated.
Advisory Services Agreement & Professional Services from Wexford
The Company entered into an advisory services agreement (the “Advisory Services Agreement”) with Wexford, dated as of October 11, 2012, under which Wexford provides the Company with general financial and strategic advisory services related to the business in return for an annual fee of $500,000, plus reasonable out-of-pocket expenses. The Advisory Services Agreement has a term of two years commencing on October 18, 2012, and will continue for additional one-year periods unless terminated in writing by either party at least ten days prior to the

19



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


expiration of the then current term. It may be terminated at any time by either party upon 30 days prior written notice. In the event the Company terminates such agreement, it is obligated to pay all amounts due through the remaining term. In addition, the Company agreed to pay Wexford to-be-negotiated market-based fees approved by the Company’s independent directors for such services as may be provided by Wexford at the Company’s request in connection with future acquisitions and divestitures, financings or other transactions in which the Company may be involved. The services provided by Wexford under the Advisory Services Agreement do not extend to the Company’s day-to-day business or operations. The Company has agreed to indemnify Wexford and its affiliates from any and all losses arising out of or in connection with the Advisory Services Agreement except for losses resulting from Wexford’s or its affiliates’ gross negligence or willful misconduct. The Company incurred total costs of $137,000 and $125,000 for the three months ended March 31, 2015 and 2014, respectively, under the Advisory Services Agreement. As of March 31, 2015 and December 31, 2014, the Company had no outstanding amounts payable to Wexford for either period.
Advisory Services Agreement- Viper Energy Partners LP
In connection with the closing of the Viper Offering, the Partnership and General Partner entered into an advisory services agreement (the “Viper Advisory Services Agreement”) with Wexford, dated as of June 23, 2014, under which Wexford provides the Partnership and our General Partner with general financial and strategic advisory services related to the business in return for an annual fee of $500,000, plus reasonable out-of-pocket expenses. The Viper Advisory Services Agreement has a term of two years commencing on June 23, 2014, and will continue for additional one-year periods unless terminated in writing by either party at least ten days prior to the expiration of the then current term. It may be terminated at any time by either party upon 30 days prior written notice. In the event the Partnership or General Partner terminates such agreement, the Partnership is obligated to pay all amounts due through the remaining term. In addition, the Partnership and General Partner have agreed to pay Wexford to-be-negotiated market-based fees approved by the conflict committee of the board of directors of our General Partner for such services as may be provided by Wexford at our request in connection with future acquisitions and divestitures, financings or other transactions in which we may be involved. The services provided by Wexford under the Viper Advisory Services Agreement do not extend to the Partnership or General Partners day-to-day business or operations. The Partnership and General Partner have agreed to indemnify Wexford and its affiliates from any and all losses arising out of or in connection with the Viper Advisory Services Agreement except for losses resulting from Wexford’s or its affiliates’ gross negligence or willful misconduct. For the three months ended March 31, 2015, the Partnership incurred costs of $125,000 under the agreement. As of March 31, 2015 and December 31, 2014, the Partnership had no outstanding amounts payable to Wexford.

12. DERIVATIVES

All derivative financial instruments are recorded at fair value. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash changes in fair value in the combined consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”

The Company has used price swap contracts to reduce price volatility associated with certain of its oil sales. With respect to the Company’s fixed price swap contracts, the counterparty is required to make a payment to the Company if the settlement price for any settlement period is less than the swap price, and the Company is required to make a payment to the counterparty if the settlement price for any settlement period is greater than the swap price. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on Argus Louisiana light sweet pricing, New York Mercantile Exchange West Texas Intermediate pricing or Inter–Continental Exchange (“ICE”) pricing for Brent crude oil.
By using derivative instruments to hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company’s counterparties are participants in the secured second amended and restated credit agreement, which is secured by substantially all of the assets of the guarantor subsidiaries; therefore, the Company is not required to post any collateral. The Company does not require collateral from its counterparties. The Company has entered into derivative instruments only with counterparties that are also lenders in our credit facility and have been deemed an acceptable credit risk.

20



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


As of March 31, 2015, the Company had open crude oil derivative positions with respect to future production as set forth in the table below. When aggregating multiple contracts, the weighted average contract price is disclosed.
Crude Oil—Argus Louisiana Light Sweet Fixed Price Swap
 
 
 
 
 
 
 
 
Production Period
 
Volume (Bbls)
 
Fixed Swap Price
April- December 2015
 
855,000

 
91.31

 
 
 
 
 
 
 
 
 
 
Crude Oil—NYMEX West Texas Intermediate Fixed Price Swap
 
 
 
 
 
 
 
 
Production Period
 
Volume (Bbls)
 
Fixed Swap Price
April - December 2015
 
1,375,000

 
84.10

 
 
 
 
 
 
 
 
 
 
Crude Oil—ICE Brent Fixed Price Swap
 
 
 
 
 
 
 
 
Production Period
 
Volume (Bbls)
 
Fixed Swap Price
April - December 2015
 
550,000

 
88.78

January - February 2016
 
91,000

 
88.72

 
 
 
 
 
Balance sheet offsetting of derivative assets and liabilities
The fair value of swaps is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions that are with the same counterparty and are subject to contractual terms which provide for net settlement.

The following tables present the gross amounts of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties and the resulting net amounts presented in the Company’s consolidated balance sheets as of March 31, 2015 and December 31, 2014.
 
 
March 31, 2015
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Consolidated Balance Sheet
 
Net Amounts of Assets Presented in the Consolidated Balance Sheet
Derivative assets
 
$
92,335

 
$

 
$
92,335

 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Consolidated Balance Sheet
 
Net Amounts of Assets Presented in the Consolidated Balance Sheet
Derivative assets
 
$
117,541

 
$

 
$
117,541

 
 
 
 
 
 
 


21



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


The net amounts are classified as current or noncurrent based on their anticipated settlement dates. The net fair value of the Company’s derivative assets and liabilities and their locations on the consolidated balance sheet are as follows:
 
 
March 31,
 
December 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands)
Current Assets: Derivative instruments
 
$
92,335

 
$
115,607

Noncurrent Assets: Derivative instruments
 

 
1,934

Total Assets
 
$
92,335

 
$
117,541

 
 
 
 
 

None of the Company’s derivatives have been designated as hedges. As such, all changes in fair value are immediately recognized in earnings. The following table summarizes the gains and losses on derivative instruments included in the combined consolidated statements of operations:
 
 
March 31,
 
December 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
 
Change in fair value of open non-hedge derivative instruments
 
$
(25,206
)
 
$
(3,342
)
Gain (loss) on settlement of non-hedge derivative instruments
 
43,560

 
(1,056
)
Gain (loss) on derivative instruments
 
$
18,354

 
$
(4,398
)


13.    FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.
Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.
Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Certain assets and liabilities are reported at fair value on a recurring basis, including the Company’s derivative instruments. The fair values of the Company’s fixed price crude oil swaps are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. These valuations are Level 2 inputs.
The following table provides fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014.

22



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
 
Fair value measurements at March 31, 2015 using:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
Quoted Prices in Active Markets Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
 Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Fixed price swaps
 
$

 
$
92,335

 
$

 
$
92,335

 
 
 
 
 
 
 
 
 
 
 
 
Fair value measurements at December 31, 2014 using:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
Quoted Prices in Active Markets Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
 Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Fixed price swaps
 
$

 
$
117.541

 
$

 
$
117.541

 
 
 
 
 
 
 
 
 
 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets.
 
 
March 31, 2015
 
December 31, 2014
 
 
Carrying
 
 
 
Carrying
 
 
 
 
Amount
 
Fair Value
 
Amount
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Debt:
 
 
 
 
 
 
 
 
Revolving credit facility
 
$
161,579

 
$
161,579

 
$
223,500

 
$
10,000

7.625% Senior Notes due 2021
 
450,000

 
477,563

 
450,000

 
440,438

Partnership revolving credit facility
 

 

 

 

 
 
 
 
 
 
 
 
 
The fair value of the revolving credit facility approximates its carrying value based on borrowing rates available to the Company for bank loans with similar terms and maturities and is classified as Level 2 in the fair value hierarchy. The fair value of the Senior Notes was determined using the March 31, 2015 quoted market price, a Level 1 classification in the fair value hierarchy. The fair value of the Partnership’s revolving credit facility approximates its carrying value based on borrowing rates available to us for bank loans with similar terms and maturities and is classified as Level 2 in the fair value hierarchy. The Partnership had no outstanding borrowings as of March 31, 2015.

14.    COMMITMENTS AND CONTINGENCIES
Lease Commitments
The following is a schedule of minimum future lease payments with commitments that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2015:

23



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Year Ending December 31,
 
Drilling Rig Commitments
 
Office and Equipment Leases
 
 
 
 
 
 
 
 
2016
 
27,317

 
$
1,583

 
2017
 
19,892

 
1,734

 
2018
 
13,031

 
1,649

 
2019
 

 
1,509

 
2020
 

 
1,324

 
Thereafter
 

 
7,641

 
Total
 
60,240

 
$
15,440

 

The Company could be subject to various possible loss contingencies which arise primarily from interpretation of
federal and state laws and regulations affecting the natural gas and crude oil industry. Such contingencies include
differing interpretations as to the prices at which natural gas and crude oil sales may be made, the prices at which
royalty owners may be paid for production from their leases, environmental issues and other matters. Management
believes it has complied with the various laws and regulations, administrative rulings and interpretations.


15.    SUBSEQUENT EVENTS
Since January 1, 2015, the Company has acquired or has entered into definitive purchase agreements to acquire from unrelated third party sellers an aggregate of approximately 15,940 gross (11,948 net) acres in the Midland Basin, primarily in northwest Howard County, in the Permian Basin, for an aggregate purchase price of approximately $437.8 million, subject to certain adjustments. The Company has offered an average approximate 1.5% overriding royalty interest in certain of the acreage subject to these acquisitions to the Partnership for $33.7 million. This offer is subject to the approval of the conflicts committee of the Partnership’s general partner and the Company’s completion of the acquisitions, and there can be no assurance that this transaction will be completed on these terms or at all. The Company intends to finance the acquisitions, subject to market conditions and other factors, primarily with proceeds from one or more capital market transactions, which may include debt or equity offerings. The Company anticipates that all of these acquisitions will be completed by the end of June 2015. However, substantially all of the transactions remain subject to completion of due diligence and satisfaction of other closing conditions. There can be no assurance that the Company will acquire all or any portion of the acreage described above.
16.    GUARANTOR FINANCIAL STATEMENTS
Diamondback E&P, Diamondback O&G and White Fang Energy LLC (the “Guarantor Subsidiaries”) are guarantors under the Indenture relating to the Senior Notes. On June 23, 2014, in connection with the initial public offering of Viper Energy Partners LP, the Company designated the Partnership, its general partner, Viper Energy Partners GP, and the Partnership’s subsidiary Viper Energy Partners LLC (the “Non-Guarantor Subsidiaries”) as unrestricted

24



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


subsidiaries under the Indenture and, upon such designation, Viper Energy Partners LLC, which was a guarantor under the Indenture prior to such designation, was released as a guarantor under the Indenture. Viper Energy Partners LLC is a limited liability company formed on September 18, 2013 to own and acquire mineral and other oil and natural gas interests in properties in the Permian Basin in West Texas. The following presents condensed combined consolidated financial information for the Company (“Parent”), the Guarantor Subsidiaries, the Non–Guarantor Subsidiaries and on a consolidated basis. Elimination entries presented are necessary to combine the entities. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantor Subsidiaries operated as independent entities. The Company has not presented separate financial and narrative information for each of the Guarantor Subsidiaries because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the Guarantor Subsidiaries.


25



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Condensed Consolidated Balance Sheet
March 31, 2015
(In thousands)
 
 
 
 
 
 
Non–
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
54

 
$
21,768

 
$
9,821

 
$

 
$
31,643

Restricted cash
 

 

 
500

 

 
500

Accounts receivable
 

 
76,124

 
7,084

 
2

 
83,210

Intercompany receivable
 
1,798,170

 
2,466,740

 

 
(4,264,910
)
 

Inventories
 

 
2,847

 

 

 
2,847

Other current assets
 
337

 
96,343

 
492

 

 
97,172

Total current assets
 
1,798,561

 
2,663,822

 
17,897

 
(4,264,908
)
 
215,372

Property and equipment
 
 
 
 
 
 
 
 
 
 
Oil and natural gas properties, at cost, based on the full cost method of accounting
 

 
2,700,982

 
510,999

 

 
3,211,981

Pipeline and gas gathering assets
 

 
7,174

 

 

 
7,174

Other property and equipment
 

 
48,338

 

 

 
48,338

Accumulated depletion, depreciation, amortization and impairment
 

 
(401,507
)
 
(41,700
)
 
1,386

 
(441,821
)
 
 

 
2,354,987

 
469,299

 
1,386

 
2,825,672

Investment in subsidiaries
 
844,250

 

 

 
(844,250
)
 

Other assets
 
8,833

 
7,654

 
34,950

 

 
51,437

Total assets
 
$
2,651,644

 
$
5,026,463

 
$
522,146

 
$
(5,107,772
)
 
$
3,092,481

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable-trade
 
$
1

 
$
8,794

 
$
6

 
$

 
$
8,801

Intercompany payable
 
96,230

 
4,168,678

 

 
(4,264,908
)
 

Other current liabilities
 
50,801

 
123,733

 
695

 

 
175,229

Total current liabilities
 
147,032

 
4,301,205

 
701

 
(4,264,908
)
 
184,030

Long-term debt
 
450,000

 
161,579

 

 

 
611,579

Asset retirement obligations
 

 
8,844

 

 

 
8,844

Deferred income taxes
 
171,511

 

 

 

 
171,511

Total liabilities
 
768,543

 
4,471,628

 
701

 
(4,264,908
)
 
975,964

Commitments and contingencies
 

 

 

 

 

Stockholders’ equity:
 
1,883,101

 
554,835

 
521,445

 
(1,076,280
)
 
1,883,101

Noncontrolling interest
 

 

 

 
233,416

 
233,416

Total equity
 
1,883,101

 
554,835

 
521,445

 
(842,864
)
 
2,116,517

Total liabilities and equity
 
$
2,651,644

 
$
5,026,463

 
$
522,146

 
$
(5,107,772
)
 
$
3,092,481



26



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Condensed Consolidated Balance Sheet
December 31, 2014
(In thousands)
 
 
 
 
 
 
Non–
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
6

 
$
15,067

 
$
15,110

 
$

 
$
30,183

Restricted cash
 

 

 
500

 

 
500

Accounts receivable
 

 
85,752

 
8,239

 
2

 
93,993

Accounts receivable - related party
 

 
4,001

 

 

 
4,001

Intercompany receivable
 
1,658,215

 
2,167,434

 

 
(3,825,649
)
 

Inventories
 

 
2,827

 

 

 
2,827

Other current assets
 
562

 
119,392

 
253

 

 
120,207

Total current assets
 
1,658,783

 
2,394,473

 
24,102

 
(3,825,647
)
 
251,711

Property and equipment
 
 
 
 
 
 
 
 
 
 
Oil and natural gas properties, at cost, based on the full cost method of accounting
 

 
2,607,513

 
511,084

 

 
3,118,597

Pipeline and gas gathering assets
 

 
7,174

 

 

 
7,174

Other property and equipment
 

 
48,180

 

 

 
48,180

Accumulated depletion, depreciation, amortization and impairment
 

 
(351,200
)
 
(32,799
)
 
1,855

 
(382,144
)
 
 

 
2,311,667

 
478,285

 
1,855

 
2,791,807

Investment in subsidiaries
 
839,217

 

 

 
(839,217
)
 

Other assets
 
9,155

 
7,793

 
35,015

 

 
51,963

Total assets
 
$
2,507,155

 
$
4,713,933

 
$
537,402

 
$
(4,663,009
)
 
$
3,095,481

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable-trade
 
$

 
$
26,224

 
$
6

 
$

 
$
26,230

Intercompany payable
 
95,362

 
3,730,287

 

 
(3,825,649
)
 

Other current liabilities
 
49,190

 
189,264

 
2,045

 

 
240,499

Total current liabilities
 
144,552

 
3,945,775

 
2,051

 
(3,825,649
)
 
266,729

Long-term debt
 
450,000

 
223,500

 

 

 
673,500

Asset retirement obligations
 

 
8,447

 

 

 
8,447

Deferred income taxes
 
161,592

 

 

 

 
161,592

Total liabilities
 
756,144

 
4,177,722

 
2,051

 
(3,825,649
)
 
1,110,268

Commitments and contingencies
 

 

 

 

 

Stockholders’ equity:
 
1,751,011

 
536,211

 
535,351

 
(1,071,562
)
 
1,751,011

Noncontrolling interest
 

 

 

 
234,202

 
234,202

Total equity
 
1,751,011

 
536,211

 
535,351

 
(837,360
)
 
1,985,213

Total liabilities and equity
 
$
2,507,155

 
$
4,713,933

 
$
537,402

 
$
(4,663,009
)
 
$
3,095,481



27



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Condensed Consolidated Statement of Operations
Three Months Ended March 31, 2015
(In thousands)
 
 
 
 
 
 
Non–
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Oil sales
 
$

 
$
77,384

 
$

 
$
15,532

 
$
92,916

Natural gas sales
 

 
3,779

 

 
569

 
4,348

Natural gas liquid sales
 

 
3,693

 

 
444

 
4,137

Royalty income
 

 

 
16,545

 
(16,545
)
 

Total revenues
 

 
84,856

 
16,545

 

 
101,401

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Lease operating expenses
 

 
22,456

 

 

 
22,456

Production and ad valorem taxes
 

 
7,067

 
1,328

 

 
8,395

Gathering and transportation
 

 
1,030

 

 

 
1,030

Depreciation, depletion and amortization
 

 
50,307

 
8,901

 
469

 
59,677

General and administrative expenses
 
4,518

 
2,166

 
1,552

 

 
8,236

Asset retirement obligation accretion expense
 

 
170

 

 

 
170

Total costs and expenses
 
4,518

 
83,196

 
11,781

 
469

 
99,964

Income (loss) from operations
 
(4,518
)
 
1,660

 
4,764

 
(469
)
 
1,437

Other income (expense)
 
 
 
 
 
 
 
 
 
 
Interest income - intercompany
 

 

 

 

 

Interest expense
 
(8,910
)
 
(1,419
)
 
(168
)
 

 
(10,497
)
Interest expense - intercompany
 

 

 

 

 

Other income
 

 
29

 
486

 

 
515

Gain on derivative instruments, net
 

 
18,354

 

 

 
18,354

Total other income (expense), net
 
(8,910
)
 
16,964

 
318

 

 
8,372

Income (loss) before income taxes
 
(13,428
)
 
18,624

 
5,082

 
(469
)
 
9,809

Provision for income taxes
 
3,370

 

 

 

 
3,370

Net income (loss)
 
(16,798
)
 
18,624

 
5,082

 
(469
)
 
6,439

Less: Net income attributable to noncontrolling interest
 

 

 

 
590

 
590

Net income (loss) attributable to Diamondback Energy, Inc.
 
$
(16,798
)
 
$
18,624

 
$
5,082

 
$
(1,059
)
 
$
5,849



28



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Condensed Consolidated Statement of Operations
Three Months Ended March 31, 2014
(In thousands)
 
 
 
 
 
 
Non–
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Oil sales
 
$

 
$
74,796

 
$

 
$
14,962

 
$
89,758

Natural gas sales
 

 
2,757

 

 
578

 
3,335

Natural gas liquid sales
 

 
4,144

 

 
767

 
4,911

Royalty income
 

 

 
15,853

 
(15,853
)
 

Total revenues
 

 
81,697

 
15,853

 
454

 
98,004

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Lease operating expenses
 

 
7,915

 

 

 
7,915

Production and ad valorem taxes
 

 
4,903

 
921

 
18

 
5,842

Gathering and transportation
 

 
588

 

 
(6
)
 
582

Depreciation, depletion and amortization
 

 
25,801

 
5,567

 
(395
)
 
30,973

General and administrative expenses
 
3,985

 
506

 
144

 
(78
)
 
4,557

Asset retirement obligation accretion expense
 

 
72

 

 

 
72

Intercompany charges
 

 

 

 

 

Total costs and expenses
 
3,985

 
39,785

 
6,632

 
(461
)
 
49,941

Income (loss) from operations
 
(3,985
)
 
41,912

 
9,221

 
915

 
48,063

Other income (expense)
 
 
 
 
 
 
 
 
 
 
Interest income
 

 

 

 

 

Interest income - intercompany
 
5,368

 

 

 
(5,368
)
 

Interest expense
 
(5,887
)
 
(618
)
 

 

 
(6,505
)
Interest expense - intercompany
 

 

 
(5,368
)
 
5,368

 

Other income
 

 

 

 

 

Other income (expense)- intercompany
 

 
108

 

 
(78
)
 
30

Loss on derivative instruments, net
 

 
(4,398
)
 

 

 
(4,398
)
Total other income (expense), net
 
(519
)
 
(4,908
)
 
(5,368
)
 
(78
)
 
(10,873
)
Income (loss) before income taxes
 
(4,504
)
 
37,004

 
3,853

 
837

 
37,190

Provision for income taxes
 
13,601

 

 

 

 
13,601

Net income (loss)
 
$
(18,105
)
 
$
37,004

 
$
3,853

 
$
837

 
$
23,589



29



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Condensed Consolidated Statement of Cash Flows
Three Months Ended March 31, 2015
(In thousands)
 
 
 
 
 
 
Non–
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided (used in) by operating activities
 
$
(1,970
)
 
$
86,560

 
$
14,553

 
$

 
$
99,143

 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Additions to oil and natural gas properties
 

 
(150,963
)
 
85

 

 
(150,878
)
Acquisition of leasehold interests
 

 
(2,519
)
 

 

 
(2,519
)
Purchase of other property and equipment
 

 
(158
)
 

 

 
(158
)
Intercompany transfers
 
(16,280
)
 
16,280

 

 

 

Other investing activities
 

 

 

 

 

Net cash provided by (used in) investing activities
 
(16,280
)
 
(137,360
)
 
85

 

 
(153,555
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowing on credit facility
 

 
57,501

 

 

 
57,501

Repayment on credit facility
 

 
(119,422
)
 

 

 
(119,422
)
Proceeds from public offerings
 
119,422

 

 

 

 
119,422

Distribution from subsidiary
 
17,612

 

 

 
(17,612
)
 

Distribution to non-controlling interest
 

 

 
(19,927
)
 
17,612

 
(2,315
)
Intercompany transfers
 
(119,422
)
 
119,422

 

 

 

Other financing activities
 
686

 

 

 

 
686

Net cash provided by (used in) financing activities
 
18,298

 
57,501

 
(19,927
)
 

 
55,872

 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
48

 
6,701

 
(5,289
)
 

 
1,460

Cash and cash equivalents at beginning of period
 
6

 
15,067

 
15,110

 

 
30,183

Cash and cash equivalents at end of period
 
$
54

 
$
21,768

 
$
9,821

 
$

 
$
31,643

 
 
 
 
 
 
 
 
 
 
 


30



Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(Unaudited)


Condensed Consolidated Statement of Cash Flows
Three Months Ended March 31, 2014
(In thousands)
 
 
 
 
 
 
Non–
 
 
 
 
 
 
 
 
Guarantor
 
Guarantor
 
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by operating activities
 
$
3,323

 
$
67,588

 
$
6,543

 
$
(5,988
)
 
$
71,466

 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Additions to oil and natural gas properties
 

 
(78,983
)
 
(6,878
)
 

 
(85,861
)
Acquisition of leasehold interests
 

 
(312,207
)
 

 

 
(312,207
)
Acquisition of mineral interests
 

 

 

 

 

Purchase of other property and equipment
 

 
(595
)
 

 

 
(595
)
Intercompany transfers
 
(204,544
)
 
197,619

 

 
6,925

 

Other investing activities
 

 
(521
)
 

 

 
(521
)
Net cash used in investing activities
 
(204,544
)
 
(194,687
)
 
(6,878
)
 
6,925

 
(399,184
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowing on credit facility
 

 
127,000

 

 

 
127,000

Proceeds from public offerings
 
208,644

 

 

 

 
208,644

Other financing activities
 
1,967

 
(9
)
 
(28
)
 
(97
)
 
1,833

Net cash provided by (used in) financing activities
 
210,611

 
126,991

 
(28
)
 
(97
)
 
337,477

 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
9,390

 
(108
)
 
(363
)
 
840

 
9,759

Cash and cash equivalents at beginning of period
 
526

 
14,267

 
762

 

 
15,555

Cash and cash equivalents at end of period
 
$
9,916

 
$
14,159

 
$
399

 
$
840

 
$
25,314

 
 
 
 
 
 
 
 
 
 
 


31




ITEM 2.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto presented in this Quarterly Report on Form 10–Q as well as our audited combined consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. See “Part II. Item 1A. Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
Overview
We are an independent oil and natural gas company focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. Our activities are primarily directed at the Clearfork, Spraberry, Wolfcamp, Cline, Strawn and Atoka formations which we refer to as the Wolfberry play. We intend to grow our reserves and production through development drilling, exploitation and exploration activities on our multi-year inventory of identified potential drilling locations and through acquisitions that meet our strategic and financial objectives, targeting oil-weighted reserves. Substantially all of our revenues are generated through the sale of oil, natural gas liquids and natural gas production. Our production was approximately 77% oil, 13% natural gas liquids and 10% natural gas for the three months ended March 31, 2015, and was approximately 79% oil, 11% natural gas liquids and 10% natural gas for the three months ended March 31, 2014. On March 31, 2015, our net acreage position in the Permian Basin was approximately 77,866 net acres.
Recent Developments
Common stock transactions
In January 2015, we completed an underwritten public offering of 1,750,000 shares of common stock, which included 262,500 shares of common stock issued pursuant to an option to purchase additional shares granted to the underwriters. The stock was sold to the underwriters at $59.34 per share and we received net proceeds of approximately $119.4 million from the sale of these shares of common stock, net of offering expenses and underwriting discounts and commissions.
Recent and pending acquisitions
Since January 1, 2015, we have acquired or have entered into definitive purchase agreements to acquire from unrelated third party sellers an aggregate of approximately 15,940 gross (11,948 net) acres in the Midland Basin, primarily in northwest Howard County, in the Permian Basin, for an aggregate purchase price of approximately $437.8 million, subject to certain adjustments. During April 2015, based on information reported by the sellers, net production attributable to this acreage is estimated to have been approximately 2,500 BOE/d (on a three-stream basis) (approximately 54% oil) from 117 gross producing vertical wells and three horizontal wells. Based on our evaluation and interpretation of reserve and production information provided by the sellers, as well as our analysis of available geologic and other data, we estimate net proved reserves as of the effective date for the for the acquisition of the applicable assets were approximately 4,347 MBOE. Our estimate of proved reserves has not been reviewed by our independent reserve engineers, and we may revise our estimates following ownership and operation of these properties. Approximately 83% of this acreage is held by production. We believe the acreage is prospective for horizontal drilling in the Lower Spraberry, Wolfcamp A and Wolfcamp B horizons, and have identified an aggregate of approximately 232 net potential horizontal drilling locations in these horizons based on 660 foot spacing between wells. We currently estimate that approximately 42% of the potential horizontal locations will have approximately 10,000 foot laterals, which can provide higher rates of return and capital efficiency than shorter laterals. The average lateral length for these potential horizontal locations is estimated to be approximately 8,357 feet. We also believe that additional development potential may exist in the Middle Spraberry horizon. Salt water disposal infrastructure is already in place on the acreage in Northwest Howard County, and the acquisitions include 3-D seismic data that can be used to geosteer the drilling of horizontal wells. We have offered an average approximate 1.5% overriding royalty interest in certain of the acreage subject to these acquisitions to Viper for $33.7 million. This offer is subject to the approval of the conflicts committee of Viper’s general partner and our completion of the acquisitions, and there can be no assurance that this transaction will be completed on these terms or at all. We intend to finance the acquisitions, subject to market conditions and other factors, primarily with proceeds from one or more capital market transactions, which may include debt or equity offerings. We anticipate that we will become the operator of approximately 93% of this net acreage following the completion of these

32

Table of Contents

acquisitions, all of which are expected to have been completed by the end of June 2015. However, substantially all of the transactions remain subject to completion of due diligence and satisfaction of other closing conditions. There can be no assurance that we will acquire all or any portion of the acreage described above.
Operating Results Overview
During the three months ended March 31, 2015, our average daily production was approximately 30,636 BOE/d, consisting of 23,687 Bbls/d of oil, 17,765 Mcf/d of natural gas and 3,988 Bbls/d of natural gas liquids, an increase of 17,084 BOE/d, or 126%, from average daily production of 13,552 BOE/d for the three months ended March 31, 2014, consisting of 10,663 Bbls/d of oil, 7,871 Mcf/d of natural gas and 1,578 Bbls/d of natural gas liquids.
During the three months ended March 31, 2015, we drilled 15 gross (13 net) horizontal wells and two gross (one net) vertical wells and did not participate in the drilling of any non-operated wells in the Permian Basin. In April 2015, we completed our first Lower Spraberry test well on the acreage we acquired in Southwest Martin County in 2014. The Kimberly 714LS has a 7,472 foot lateral and was completed with 32 frac stages. This well is in initial flowback and is still cleaning up. In April 2015, we drilled an approximate 8,200 foot lateral (measured depth of approximately 18,000 feet) in Southwest Martin County in 12 days. In February 2015, we drilled a two-well pad in Midland County with an average lateral length of approximately 10,000 feet (average measured depth of approximately 19,000 feet) in 31 days from the spudding of the first well to total depth of the second well.
As commodity prices have strengthened during the second quarter of 2015 and we have received cost concessions from our service providers of up to 20% to 30% as compared to their peak pricing during 2014, we no longer plan to defer completions and, instead, intend to add a second dedicated completion crew in June to work on our backlog of drilled but uncompleted horizontal wells. Further, if cost concessions hold and commodity prices remain stable or strengthen, we expect to increase our horizontal rig count from three currently to five later this year and, potentially, to seven or eight in 2016. We now intend to complete 55 to 65 gross horizontal wells during 2015, an increase from our prior estimated range of 50 to 60 gross wells. In light of our continuing operational efficiencies and the cost concessions we have seen, we expect to complete these additional wells without an increase in our estimated $400.0 million to $450.0 million of capital expenditures in 2015. In addition, we are projecting that at $60/bbl for WTI, our leading edge cost savings and our efficiency gains will allow us to generate estimated project rates of return comparable to those generated when WTI was $75/bbl, but involved higher drilling and completion costs.

Sources of our revenue
Our revenues are derived from the sale of oil and natural gas production, as well as the sale of natural gas liquids that are extracted from our natural gas during processing. Our oil and natural gas revenues do not include the effects of derivatives. For the three months ended March 31, 2015, our revenues were derived 92% from oil sales, 4% from natural gas liquids sales and 4% from natural gas sales. For the three months ended March 31, 2014, our revenues were derived 92% from oil sales, 5% from natural gas liquids sales and 3% from natural gas sales. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold, production mix or commodity prices.
Since our production consists primarily of oil, our revenues are more sensitive to fluctuations in oil prices than they are to fluctuations in natural gas liquids or natural gas prices. Oil, natural gas liquids and natural gas prices have historically been volatile. During 2014, West Texas Intermediate posted prices ranged from $53.45 to $107.95 per Bbl and the Henry Hub spot market price of natural gas ranged from $2.74 to $8.15 per MMBtu. On March 31, 2015, the West Texas Intermediate posted price for crude oil was $47.72 per Bbl and the Henry Hub spot market price of natural gas was $2.65 per MMBtu.
The industry has recently observed a decline in oil prices from over $105.00 per Bbl in June 2014 to below $50.00 per Bbl during the majority of the three months ended March 31, 2015, combined with increasing service costs. While we entered 2015 running five horizontal rigs and one vertical rig, we released two horizontal rigs and the one vertical rig in February 2015 and continue with three horizontal rigs, two of which are operating in Spanish Trail. Our decision to reduce our rig count, rather than increase it as previously contemplated, is based on our goal of maximizing return on capital and minimizing debt until we can get a more attractive return on our assets.


33


Table of Contents

Results of Operations
The following table sets forth selected historical operating data for the periods indicated.
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(in thousands, except Bbl, Mcf and BOE amounts)
Revenues
 
 
 
 
Oil and natural gas revenues
 
$
101,401

 
$
98,004

Operating Expenses
 
 
 
 
Lease operating expense
 
22,456

 
7,915

Production and ad valorem taxes
 
8,395

 
5,842

Gathering and transportation expense
 
1,030

 
582

Depreciation, depletion and amortization
 
59,677

 
30,973

General and administrative
 
8,236

 
4,557

Asset retirement obligation accretion expense
 
170

 
72

Total expenses
 
99,964

 
49,941

Income from operations
 
1,437

 
48,063

Net interest expense
 
(10,497
)
 
(6,505
)
Other income
 
515

 
30

Other expense
 

 

Gain (loss) on derivative instruments, net
 
18,354

 
(4,398
)
Loss from equity investment
 

 

Total other income (expense), net
 
8,372

 
(10,873
)
Income before income taxes
 
9,809

 
37,190

Income tax provision
 
3,370

 
13,601

Net income (loss)
 
6,439

 
23,589

Less: Net income attributable to noncontrolling interest
 
590

 

Net income (loss) attributable to Diamondback Energy, Inc.
 
$
5,849

 
$
23,589

 
 
 
 
 
Production Data:
 
 
 
 
Oil (Bbls)
 
2,131,829

 
959,631

Natural gas (Mcf)
 
1,598,810

 
708,419

Natural gas liquids (Bbls)
 
358,924

 
142,023

Combined volumes (BOE)
 
2,757,221

 
1,219,724

Daily combined volumes (BOE/d)
 
30,636

 
13,552

 
 
 
 
 
Average Prices(1):
 
 
 
 
Oil (per Bbl)
 
$
43.59

 
$
93.53

Natural gas (per Mcf)
 
2.72

 
4.71

Natural gas liquids (per Bbl)
 
11.53

 
34.58

Combined (per BOE)
 
36.78

 
80.35

 
 
 
 
 
Average Costs (per BOE)
 
 
 
 
Lease operating expense
 
$
8.14

 
$
6.49

Gathering and transportation expense
 
0.37

 
0.48

Production and ad valorem taxes
 
3.04

 
4.79

Production and ad valorem taxes as a % of sales
 
8.3
%
 
6.0
%
Depreciation, depletion, and amortization
 
21.64

 
25.39

General and administrative(2)
 
2.99

 
3.74

Interest expense
 
3.81

 
5.33


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(1)
 
After giving effect to our derivative instruments, the average prices per Bbl of oil and per BOE were $64.01 and $52.57, respectively, during the three months ended March 31, 2015 and $92.43 and $79.48, respectively, during the three months ended March 31, 2014.
 
 
 
(2)
 
General and administrative includes non-cash stock based compensation, net of capitalized amounts, of $4,924 and $2,190 for the three months ended March 31, 2015 and 2014, respectively. Excluding stock based compensation from the above metric results in general and administrative cost per BOE of $1.20 and $1.94 for the three months ended March 31, 2015 and 2014, respectively.


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Comparison of the Three Months Ended March 31, 2015 and 2014
Oil, Natural Gas Liquids and Natural Gas Revenues. Our oil, natural gas liquids and natural gas revenues increased by approximately $3.4 million, or 3%, to $101.4 million for the three months ended March 31, 2015 from $98.0 million for the three months ended March 31, 2014. Our revenues are a function of oil, natural gas liquids and natural gas production volumes sold and average sales prices received for those volumes. Average daily production sold increased by 17,084 BOE/d to 30,636 BOE/d during the three months ended March 31, 2015 from 13,552 BOE/d during the three months ended March 31, 2014. The total increase in revenue of approximately $3.4 million is largely attributable to higher oil, natural gas liquids and natural gas production volumes for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014, substantially offset by lower average sales prices. The increases in production volumes were due to a combination of increased drilling activity and growth through acquisitions. Our production increased by 1,172,198 Bbls of oil, 216,901 Bbls of natural gas liquids and 890,391 Mcf of natural gas for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The net dollar effect of the decreases in prices of approximately $117.9 million (calculated as the change in period-to-period average prices multiplied by current period production volumes of oil, natural gas liquids and natural gas) and the net dollar effect of the increase in production of approximately $121.3 million (calculated as the increase in period-to-period volumes for oil, natural gas liquids and natural gas multiplied by the period average prices) are shown below.
 
 
 
Change in prices
 
Production volumes(1)
 
Total net dollar effect of change
 
 
 
 
 
 
 
(in thousands)
 
Effect of changes in price:
 
 
 
 
 
 
 
Oil
 
$
(49.94
)
 
2,131,829

 
$
(106,472
)
 
Natural gas liquids
 
$
(23.05
)
 
358,924

 
$
(8,275
)
 
Natural gas
 
$
(1.99
)
 
1,598,810

 
$
(3,182
)
 
Total revenues due to change in price
 
 
 
 
 
$
(117,929
)
 
 
 
 
 
 
 
 
 
 
 
Change in production volumes(1)
 
Prior period average prices
 
Total net dollar effect of change
 
 
 
 
 
 
 
(in thousands)
 
Effect of changes in production volumes:
 
 
 
 
 
 
 
Oil
 
1,172,198

 
$
93.53

 
$
109,635

 
Natural gas liquids
 
216,901

 
$
34.58

 
$
7,500

 
Natural gas
 
890,391

 
$
4.71

 
$
4,191

 
Total revenues due to change in production volumes
 
 
 
 
 
$
121,326

 
Total change in revenues
 
 
 
 
 
$
3,397

 
 
 
 
 
 
 
 
(1
)
Production volumes are presented in Bbls for oil and natural gas liquids and Mcf for natural gas
Lease Operating Expense. Lease operating expense, or LOE, was $22.5 million ($8.14 per BOE) for the three months ended March 31, 2015, an increase of $14.5 million, or 184%, from $7.9 million ($6.49 per BOE) for the three months ended March 31, 2014. The increase is due to increased drilling activity and acquisitions, which resulted in 152 additional producing wells, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. Upon becoming the operator of wells acquired in our acquisitions, we seek to achieve the efficiencies in those wells that we have established with our existing portfolio of wells.


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Production and Ad Valorem Tax Expense. Production and ad valorem taxes increased to $8.4 million for the three months ended March 31, 2015 from $5.8 million for the three months ended March 31, 2014. In general, production taxes and ad valorem taxes are directly related to commodity price changes; however, Texas ad valorem taxes are based upon prior year commodity prices, whereas production taxes are based upon current year commodity prices. During the three months ended March 31, 2015, our production taxes per BOE decreased by $1.75 as compared to the three months ended March 31, 2014, primarily reflecting the impact of lower oil and natural gas prices on production taxes. Our ad valorem taxes have increased primarily as a result of increased valuations on our properties.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization, or DD&A, expense increased $28.7 million, or 93%, from $31.0 million for the three months ended March 31, 2014 to $59.7 million for the three months ended March 31, 2015.
The following table provides components of our DD&A expense for the periods presented:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands, except BOE amounts)
Depletion of proved oil and natural gas properties
 
$
59,255

 
$
30,724

Depreciation of other property and equipment
 
422

 
249

DD&A
 
$
59,677

 
$
30,973

 
 
 
 
 
Oil and natural gas properties DD&A per BOE
 
$
21.49

 
$
25.19

Total DD&A per BOE
 
$
21.64

 
$
25.39

 
 
 
 
 
The increases in depletion of proved oil and natural gas properties of $28.5 million for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014 resulted primarily from higher total production levels, increased net book value on new reserves added and an increase in capitalized interest to the full cost pool. On a per BOE basis, DD&A decreased primarily due to the increased net book value on new reserves and acquisitions.
General and Administrative Expense. General and administrative expense increased $3.7 million from $4.6 million for the three months ended March 31, 2014 to $8.2 million for the three months ended March 31, 2015. The increase was due to increases in stock based compensation and salaries and benefits expense.
Net Interest Expense. Net interest expense for the three months ended March 31, 2015 was $10.5 million as compared to $6.5 million for the three months ended March 31, 2014, an increase of $4.0 million. This increase was due primarily to the higher average level of outstanding borrowings under our credit facility during the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.
Derivatives. We are required to recognize all derivative instruments on the balance sheet as either assets or liabilities measured at fair value. We have not designated our derivative instruments as hedges for accounting purposes. As a result, we mark our derivative instruments to fair value and recognize the cash and non-cash changes in fair value on derivative instruments in our combined consolidated statements of operations under the line item captioned “Gain (loss) on derivative instruments, net.” For the three months ended March 31, 2015 and 2014, we had a cash gain on settlement of derivative instruments of $43.6 million and a cash loss on settlement of derivative instruments of $1.1 million, respectively. For the three months ended March 31, 2015 and 2014, we had a negative change in the fair value of open derivative instruments of $25.2 million and $3.3 million, respectively.
Income Tax Expense. We recorded income tax expense of $3.4 million for the three months ended March 31, 2015 as compared to $13.6 million for the three months ended March 31, 2014. Our effective tax rate was 34.4% for the three months ended March 31, 2015 as compared to 36.6% for the three months ended March 31, 2014.


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Liquidity and Capital Resources
Our primary sources of liquidity have been proceeds from our public equity offerings, borrowings under our revolving credit facility, proceeds from the issuance of the senior notes and cash flows from operations. Our primary use of capital has been for the acquisition, development and exploration of oil and natural gas properties. As we pursue reserves and production growth, we regularly consider which capital resources, including equity and debt financings, are available to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. Our future ability to grow proved reserves and production will be highly dependent on the capital resources available to us.
Liquidity and Cash Flow
Our cash flows for the three months ended March 31, 2015 and 2014 are presented below:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands)
Net cash provided by operating activities
 
$
99,143

 
$
71,466

Net cash used in investing activities
 
(153,555
)
 
(399,184
)
Net cash provided by financing activities
 
$
55,872

 
$
337,477

Net change in cash
 
$
1,460

 
$
9,759

Operating Activities
Net cash provided by operating activities was $99.1 million for the three months ended March 31, 2015 as compared to $71.5 million for the three months ended March 31, 2014. The increase in operating cash flows is primarily the result of the increase in our oil and natural gas revenues due to a 126.1% increase in our net BOE production, partially offset by a 54.2% decrease in our net realized sales prices.
Our operating cash flow is sensitive to many variables, the most significant of which is the volatility of prices for the oil and natural gas we produce. Prices for these commodities are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. See “—Sources of our revenue” above.

Investing Activities
The purchase and development of oil and natural gas properties accounted for the majority of our cash outlays for investing activities. We used cash for investing activities of $153.6 million and $399.2 million during the three months ended March 31, 2015 and 2014, respectively.
During the three months ended March 31, 2015, we spent $151.4 million on capital expenditures in conjunction with our infrastructure projects and drilling program, in which we drilled 15 gross (13 net) horizontal wells and two gross (one net) vertical wells. We spent an additional $2.0 million on leasehold costs, $0.2 million for the purchase of other property and equipment.
During the three months ended March 31, 2014, we spent $86.4 million on capital expenditures in conjunction with our drilling program in which we drilled 29 gross (24 net) wells and participated in the drilling of an additional one gross non-operated wells. We spent an additional $312.2 million on leasehold costs and $0.6 million for the purchase of other property and equipment. In February 2014, we completed acquisitions of additional oil and natural gas leasehold interests in Martin County, Texas, in the Permian Basin, from unrelated third party sellers for an aggregate purchase price of approximately $292.2 million, subject to certain adjustments.
Our investing activities for the three months ended March 31, 2015 and 2014 are summarized in the following table:

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Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands)
Drilling, completion and infrastructure
 
$
(151,397
)
 
$
(86,393
)
Acquisition of leasehold interests
 
(2,000
)
 
(312,207
)
Acquisition of Gulfport properties
 

 

Acquisition of mineral interests
 

 

Purchase of other property and equipment
 
(158
)
 
(595
)
Proceeds from sale of property and equipment
 

 
11

Cost method investment
 

 

Settlement of non-hedge derivative instruments
 

 

Receipt on derivative margins
 

 

Net cash used in investing activities
 
$
(153,555
)
 
$
(399,184
)
Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2015 and 2014 was $55.9 million and $337.5 million, respectively. During the three months ended March 31, 2015, the amount provided by financing activities was primarily attributable to the net proceeds from our January 2015 equity offering of $119.4 million partially offset by the repayment, net of borrowings of $61.9 million under our credit facility. The 2014 amount provided by financing activities was primarily attributable to the net proceeds of $208.4 million from our February 2014 equity offering and borrowings of $127.0 million under our credit facility.
Second Amended and Restated Credit Facility

Our second amended and restated credit agreement, dated November 1, 2013, as amended on June 9, 2014 and November 13, 2014, with a syndication of banks, including Wells Fargo, as administrative agent, sole book runner and lead arranger, provides for a revolving credit facility in the maximum amount of $2.0 billion, subject to scheduled semi-annual and other elective collateral borrowing base redeterminations based on our oil and natural gas reserves and other factors (the “borrowing base”). The borrowing base is scheduled to be re-determined semi-annually with effective dates of May 1st and November 1st. In addition, we may request up to three additional redeterminations of the borrowing base during any 12-month period. As of March 31, 2015, the borrowing base was set at $750.0 million, although we elected a commitment amount of $500.0 million. In connection with our Spring 2015 redetermination, the agent lender under the credit agreement has recommended that our borrowing base be set at $725.0 million. This adjustment is subject to the approval of our other lenders. Regardless of such adjustment, we currently intend to continue our election of a commitment amount of $500.0 million. As of March 31, 2015, we had outstanding borrowings of $161.6 million, which bore a weighted-average interest rate of 1.92%, and $338.4 million available for future borrowings under this facility. As of March 31, 2015, the credit agreement is guaranteed by us, Diamondback E&P LLC and White Fang Energy LLC and will also be guaranteed by any future restricted subsidiaries of Diamondback. The credit agreement is also secured by substantially all of our assets and the assets of Diamondback O&G LLC and the guarantors.
    
The outstanding borrowings under the credit agreement bear interest at a rate elected by us that is equal to an alternative base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 3-month LIBOR plus 1.0%) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 0.50% to 1.50% in the case of the alternative base rate and from 1.50% to 2.50% in the case of LIBOR, in each case depending on the amount of the loan outstanding in relation to the borrowing base. We are obligated to pay a quarterly commitment fee ranging from 0.375% to 0.50% per year on the unused portion of the borrowing base, which fee is also dependent on the amount of the loan outstanding in relation to the borrowing base. Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage), and is required to be repaid (a) to the extent the loan amount exceeds the borrowing base, whether due to a borrowing base redetermination or otherwise (in some cases subject to a cure period), (b) in an amount equal to the net cash proceeds from the sale of property when a borrowing base deficiency or event of default exists under the credit agreement and (c) at the maturity date of November 1, 2018.

The credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and

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consolidations, dividends and distributions, transactions with affiliates and entering into certain swap agreements and require the maintenance of the financial ratios described below.
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

The covenant prohibiting additional indebtedness allows for the issuance of unsecured debt of up to $750 million in the form of senior or senior subordinated notes and, in connection with any such issuance, the reduction of the borrowing base by 25% of the stated principal amount of each such issuance. A borrowing base reduction in connection with such issuance may require a portion of the outstanding principal of the loan to be repaid. As of March 31, 2015, we had $450 million of senior notes outstanding.

As of March 31, 2015, we were in compliance with all financial covenants under our revolving credit facility. The lenders may accelerate all of the indebtedness under our revolving credit facility upon the occurrence and during the continuance of any event of default. The credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. With certain specified exceptions, the terms and provisions of our revolving credit facility generally may be amended with the consent of the lenders holding a majority of the outstanding loans or commitments to lend.
Partnership Credit Facility-Wells Fargo Bank
On July 8, 2014, Viper 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, which was amended August 15, 2014 to add additional lenders to the lending group, 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 Viper’s oil and natural gas reserves and other factors (the “borrowing base”). The borrowing base is scheduled to be re-determined semi-annually with effective dates of April 1st and October 1st. In addition, Viper may request up to three additional redeterminations of the borrowing base during any 12-month period. As of March 31, 2015, the borrowing base was set at $110.0 million and Viper had no outstanding borrowings. In connection with Viper’s Spring 2015 redetermination, the agent lender under the credit agreement has recommended that Viper’s borrowing base be increased to $175.0 million. This increase is subject to the approval of the other lenders.
The outstanding borrowings under Viper's credit agreement bear interest at a rate elected by Viper that is equal to an alternative base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 3-month LIBOR plus 1.0%) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 0.50% to 1.50% in the case of the alternative base rate and from 1.50% to 2.50% in the case of LIBOR, in each case depending on the amount of the loan outstanding in relation to the borrowing base. Viper is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the borrowing base, which fee is also dependent on the amount of the loan outstanding in relation to the borrowing base. Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage), and is required to be paid (a) if the loan amount exceeds the borrowing base, whether due to a borrowing base redetermination or otherwise (in some cases subject to a cure period) and (b) at the maturity date of July 8, 2019. The loan is secured by substantially all of the assets of the Partnership and its subsidiaries.
The Viper credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates and entering into certain swap agreements and require the maintenance of the financial ratios described below.
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

The covenant prohibiting additional indebtedness allows for the issuance of unsecured debt of up to $250 million in the form of senior unsecured notes and, in connection with any such issuance, the reduction of the

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borrowing base by 25% of the stated principal amount of each such issuance. A borrowing base reduction in connection with such issuance may require a portion of the outstanding principal of the loan to be repaid.
The lenders may accelerate all of the indebtedness under Viper’s revolving credit facility upon the occurrence and during the continuance of any event of default. The Viper credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. There are no cure periods for events of default due to non-payment of principal and breaches of negative and financial covenants, but non-payment of interest and breaches of certain affirmative covenants are subject to customary cure periods.
Capital Requirements and Sources of Liquidity
Our board of directors approved a 2015 capital budget for drilling and infrastructure of $400.0 million to $450.0 million. We estimate that, of these expenditures, approximately:
$285.0 million to $315.0 million will be spent on drilling and completing 50 to 60 gross (43 to 52 net) operated horizontal wells focused in Midland, Andrews, Upton, Martin and Dawson Counties;
$20.0 million to $30.0 million will be spent on infrastructure;
$20.0 million to $30.0 million will be spent on non-operated activity and other expenditures; and
an estimated $75.0 million for expenditures related to 2014 activity (net of expenditures from 2015 expected to be carried into 2016).
During the three months ended March 31, 2015, our aggregate capital expenditures for drilling and infrastructure were $151.4 million. We do not have a specific acquisition budget since the timing and size of acquisitions cannot be accurately forecasted. During the three months ended March 31, 2015, we spent approximately $2.0 million on acquisitions of leasehold interests. For information regarding our recently completed and pending acquisitions, see “—Recent Developments—Recent and pending acquisitions.”    
The amount and timing of these capital expenditures is largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners.
Based upon current oil and natural gas price and production expectations for 2015, we believe that our cash flow from operations and borrowings under our revolving credit facility will be sufficient to fund our operations through year-end 2015. However, future cash flows are subject to a number of variables, including the level of oil and natural gas production and prices, and significant additional capital expenditures will be required to more fully develop our properties. Further, our 2015 capital expenditure budget does not allocate any funds for leasehold interest and property acquisitions.
We monitor and adjust our projected capital expenditures in response to success or lack of success in drilling activities, changes in prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, contractual obligations, internally generated cash flow and other factors both within and outside our control. If we require additional capital, we may seek such capital through traditional reserve base borrowings, joint venture partnerships, production payment financing, asset sales, offerings of debt and or equity securities or other means. We cannot assure you that the needed capital will be available on acceptable terms or at all. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our drilling programs, which could result in a loss of acreage through lease expirations. In addition, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to replace our reserves.

Contractual Obligations
Except as discussed in Note 14 of the Notes to the Consolidated Financial Statements of this Form 10-Q there were no material changes to our contractual obligations and other commitments, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

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Critical Accounting Policies
There have been no changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014
Off-balance Sheet Arrangements
We currently have no off-balance sheet arrangements as of March 31, 2015. Please read Note 15 included in Notes to the Combined Consolidated Financial Statements set forth in Part I, Item 1 of this Form 10–Q, for a discussion of our commitments and contingencies, some of which are not recognized in the balance sheets under GAAP.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil and natural gas production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control.
We use price swap derivatives to reduce price volatility associated with certain of our oil sales. With respect to these fixed price swap contracts, the counterparty is required to make a payment to us if the settlement price for any settlement period is less than the swap price, and we are required to make a payment to the counterparty if the settlement price for any settlement period is greater than the swap price. Our derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on Argus Louisiana light sweet pricing.
At March 31, 2015, we had a net asset derivative position of $92.3 million, related to our price swap derivatives, as compared to a net asset derivative position of $0.4 million as of December 31, 2014 related to our price swap derivatives. Utilizing actual derivative contractual volumes under our fixed price swaps as of March 31, 2015, a 10% increase in forward curves associated with the underlying commodity would have decreased the net asset position to $76.5 million, a decrease of $15.8 million, while a 10% decrease in forward curves associated with the underlying commodity would have increased the net asset derivative position to $108.2 million, an increase of $15.8 million. However, any cash derivative gain or loss would be substantially offset by a decrease or increase, respectively, in the actual sales value of production covered by the derivative instrument.
Counterparty and Customer Credit Risk
Our principal exposures to credit risk are through receivables resulting from joint interest receivables (approximately $44.6 million at March 31, 2015) and receivables from the sale of our oil and natural gas production (approximately $38.6 million at March 31, 2015).
We are subject to credit risk due to the concentration of our oil and natural gas receivables with several significant customers. We do not require our customers to post collateral, and the inability of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. For the three months ended March 31, 2015, two purchasers accounted for more than 10% of our revenue: Shell Trading (US) Company (68%) and Enterprise Crude Oil LLC (11%). For the year ended December 31, 2014, two purchasers accounted for more than 10% of our revenue: Shell Trading (US) Company (64%) and Enterprise Crude Oil LLC (16%). No other customer accounted for more than 10% of our revenue during these periods.
Joint operations receivables arise from billings to entities that own partial interests in the wells we operate. These entities participate in our wells primarily based on their ownership in leases on which we intend to drill. We have little ability to control whether these entities will participate in our wells. At March 31, 2015, we had one customer that represented approximately 44% of our total joint operations receivables. At December 31, 2014, we had one customer that represented approximately 61% of our total joint operations receivables.

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Interest Rate Risk
We are subject to market risk exposure related to changes in interest rates on our indebtedness under our revolving credit facility. The terms of our revolving credit facility provide for interest on borrowings at a floating rate equal to an alternative base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.5% and 3-month LIBOR plus 1.0%) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 0.5% to 1.50% in the case of the alternative base rate and from 1.50% to 2.50% in the case of LIBOR, in each case depending on the amount of the loan outstanding in relation to the borrowing base. Our weighted-average interest rate on borrowings under our credit facility was 1.92% at March 31, 2015. An increase or decrease of 1% in the interest rate would have a corresponding decrease or increase in our interest expense of approximately $1.6 million based on the $161.6 million outstanding in the aggregate under our revolving credit facility on March 31, 2015.

ITEM 4.          CONTROLS AND PROCEDURES
Evaluation of Disclosure Control and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we have established disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
As of March 31, 2015, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2015, our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

43




PART II
ITEM 1. LEGAL PROCEEDINGS

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.
ITEM 1A. RISK FACTORS
Our business faces many risks. Any of the risks discussed in this Form 10-Q and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K for the year ended December 31, 2014.


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ITEM 6.    EXHIBITS
EXHIBIT INDEX
Exhibit Number
 
Description
 
2.1#
 
Purchase and Sale Agreement dated February 14, 2014, between Henry Resources LLC, Henry Production LLC, Henry Taw Production LP, Davlin LP, Good Providence LP, William R. Fair, UTH Investments LTD, Paloma Oil & Ranch LP, Chinati Oil & Ranch LP, J. Craig Corbett, Bambana Resources LP, and FC Permian Properties, Inc., as Sellers, and Diamondback E&P LLC, as Buyer (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on February 18, 2014).
 
 
2.2#
 
Purchase and Sale Agreement, dated February 14, 2014, between Henry Resources LLC, Henry Production LLC, Henry Taw Production LP, Davlin LP, Good Providence LP, William R. Fair, UTH Investments LTD, Paloma Oil & Ranch LP, Chinati Oil & Ranch LP, J. Craig Corbett, Bambana Resources LP, FC Permian Properties, Inc., Blake Braun, Richard D. Campbell, and Thomas J. Woodside, as Sellers, and Diamondback E&P LLC, as Buyer (incorporated by reference to Exhibit 2.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on February 18, 2014).
 
 
2.3#
 
Purchase and Sale Agreement by and among Rio Oil and Gas, LLC, Rio Oil and Gas (Permian) LLC, Rio Oil and Gas (OPCO), LLC, Bluestem Energy, LP, Bluestem Energy Partners, LP, Bluestem Energy Holdings, LLC, Bluestem Energy Assets, LLC, Bluestem Acquisitions, LLC, BC Operating, Inc., Crown Oil Partners V, LP and Crump Energy Partners II, LLC, as sellers, and Diamondback E&P LLC, as buyer, dated July 18, 2014 (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on July 21, 2014).
 
 
3.1
 
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
 
 
3.2
 
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
 
 
4.1
 
Specimen certificate for shares of common stock, par value $0.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-179502, filed by the Company with the SEC on August 20, 2012).
 
 
4.2
 
Registration Rights Agreement, dated as of October 11, 2012, by and between the Company and DB Energy Holdings LLC (incorporated by reference to Exhibit 4.2 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
 
 
4.3
 
Investor Rights Agreement, dated as of October 11, 2012, by and between the Company and Gulfport Energy Corporation (incorporated by reference to Exhibit 4.3 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
 
 
4.4
 
Indenture, dated as of September 18, 2013, among Diamondback Energy, Inc., the subsidiary guarantors party thereto and Wells Fargo, N.A., as trustee (including the form of Diamondback Energy, Inc.’s 7.625% Senior Note due October 2021 (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on September 18, 2013).
 
 
4.5
 
First Supplemental Indenture, dated as of November 5, 2013, by and among Diamondback Energy, Inc., the subsidiary guarantors party thereto and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 19, 2014).


 
 
4.6
 
Second Supplemental Indenture, dated as of October 8, 2014, by and among Diamondback Energy, Inc., White Fang Energy LLC, as subsidiary guarantor, other subsidiary guarantors party thereo and Wells Fargo, National Association, as trustee.
 
 
 
 
31.1*
 
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
 
31.2*
 
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
 
32.1**
 
Certification of Chief Executive Officer of the Registrant 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.
 

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Exhibit Number
 
Description
 
32.2**
 
Certification of Chief Financial Officer of the Registrant 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.
**
The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K 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.
#
The schedules (or similar attachments) referenced in this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished supplementally to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
DIAMONDBACK ENERGY, INC.
 
 
Date:
May 6, 2015
 
 
 
/s/ Travis D. Stice
 
 
Travis D. Stice
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
/s/ Teresa L. Dick
 
 
Teresa L. Dick
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)



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