Form 8-K RATTLER MIDSTREAM LP For: Aug 03
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 3, 2022
___________
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
(432 ) 221-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| (NASDAQ Global Select Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02. Results of Operations and Financial Condition.
On August 3, 2022, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the second quarter ended June 30, 2022 and announcing the second quarter 2022 cash distribution. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Number | Exhibit | ||||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RATTLER MIDSTREAM LP | ||||||||||||||
| By: | Rattler Midstream GP LLC, its general partner | |||||||||||||
| Date: | August 3, 2022 | |||||||||||||
| By: | /s/ Teresa L. Dick | |||||||||||||
| Name: | Teresa L. Dick | |||||||||||||
| Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary | |||||||||||||
 | Exhibit 99.1 | |||||||
RATTLER MIDSTREAM LP, A SUBSIDIARY OF DIAMONDBACK ENERGY, INC., REPORTS SECOND QUARTER 2022 FINANCIAL AND OPERATING RESULTS
MIDLAND, Texas, August 3, 2022 (GLOBE NEWSWIRE) -- Rattler Midstream LP (NASDAQ: RTLR) (“Rattler” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”), today announced financial and operating results for the second quarter ended June 30, 2022. Due to the pending merger between Diamondback and Rattler, Rattler will not host an earnings call for the second quarter 2022 nor hold an investor presentation.
SECOND QUARTER 2022 HIGHLIGHTS
•Q2 2022 consolidated net income (including non-controlling interest) of $55.1 million
•Q2 2022 Adjusted EBITDA (as defined and reconciled below) of $102.4 million
•Q2 2022 cash flow provided by operating activities of $73.2 million
•Q2 2022 cash operated capital expenditures of $25.2 million
•Q2 2022 Free Cash Flow (as defined and reconciled below) of $36.1 million
•Board of Directors of Rattler's general partner approved a cash distribution for the second quarter of 2022 of $0.30 per common unit
•40% of sourced water volumes sold during Q2 2022 represented recycled produced water
OPERATIONS AND FINANCIAL UPDATE
During the second quarter of 2022, the Company recorded total operating income of $39.6 million, an increase of 1% compared to the first quarter of 2022. During the second quarter of 2022, the Company recorded consolidated net income (including non-controlling interest) of $55.1 million, an increase of 48% from the first quarter of 2022. Second quarter 2022 Adjusted EBITDA (including non-controlling interest and as defined and reconciled below) was $102.4 million, an increase of 18% from the first quarter of 2022.
Second quarter operated capital expenditures totaled $25.2 million. Rattler also received proceeds of $11.4 million in distributions from equity method investments related to operations during the quarter.
The following table summarizes the Company's throughput(a) on its operated assets.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Crude oil gathering (Bbl/d) | 72,324 | 84,014 | 75,141 | 84,609 | |||||||||||||||||||
| Natural gas gathering (MMBtu/d) | — | 141,529 | — | 136,014 | |||||||||||||||||||
| Produced water gathering and disposal (Bbl/d) | 840,205 | 801,967 | 843,004 | 783,878 | |||||||||||||||||||
| Sourced water gathering (Bbl/d) | 373,619 | 241,570 | 380,542 | 254,629 | |||||||||||||||||||
(a) Does not include any volumes from our equity method investment joint ventures.
CASH DISTRIBUTION AND TRANSACTION UPDATE
On July 27, 2022, the Board of Directors of Rattler's general partner approved a cash distribution for the second quarter of 2022 of $0.30 per common unit, payable on August 23, 2022 to unitholders of record at the close of business on August 16, 2022. Rattler and Diamondback expect that their pending merger will close, subject to certain closing conditions, reasonably promptly following the distribution payment date.
About Rattler Midstream LP
Rattler Midstream LP is a Delaware limited partnership formed by Diamondback Energy to own, operate, develop and acquire midstream and energy-related infrastructure assets. Rattler owns crude oil, natural gas and water-related midstream assets in the Permian Basin that provide services to Diamondback Energy and third party customers under primarily long-term, fixed-fee contracts. For more information, please visit www.rattlermidstream.com.
About Diamondback Energy, Inc.
Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.
Important Information for Investors; Additional Information and Where to Find It
This communication is for information purposes only does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. In connection with the pending merger, Diamondback has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended, that includes an information statement that also constitutes a prospectus of Diamondback. Diamondback’s registration statement on Form S-4, as amended, was declared effective by the SEC on July 28, 2022, and Rattler’s information statement and Diamondback’s Rule 424(b)(3) prospectus were filed with the SEC on the same date. Each of Rattler and Diamondback have also filed other relevant documents with the SEC regarding the pending merger. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
INVESTORS AND SECURITY HOLDERS OF RATTLER AND DIAMONDBACK ARE URGED TO READ THE REGISTRATION STATEMENT, INFORMATION STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER.
Investors and security holders are able to obtain free copies of these documents and other documents containing important information about Rattler and Diamondback through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Rattler are available free of charge on Rattler’s website at https://www.rattlermidstream.com under the tab “Investors” and then under the heading “Financial Information.” Copies of the documents filed with the SEC by Diamondback are available free of charge on Diamondback’s website at https://www.diamondbackenergy.com under the tab “Investors” and then under the heading “Financial Information.”
Participants in the Solicitation
Rattler, Diamondback, the directors and executive officers of the General Partner and Diamondback, as applicable, and certain other persons may be deemed to be participants in the solicitation of proxies and consents in respect of the pending merger. Information regarding the directors and executive officers of the General Partner is available in Rattler’s annual report on Form 10-K for the fiscal year ended
December 31, 2021 filed with the SEC on February 24, 2022. Information regarding the directors and executive officers of Diamondback is available in its definitive proxy statement for its 2022 annual meeting, filed with the SEC on April 28, 2022, and in Diamondback’s annual report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022. Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the information statement/prospectus and other relevant materials filed with the SEC. Investors should read the information statement/prospectus carefully before making any investment decisions. You may obtain free copies of these documents from Rattler or Diamondback using the sources indicated above.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Rattler’s: future performance; business strategy; future operations; estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; anticipated benefits of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Rattler are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Rattler believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Rattler’s control. Accordingly, forward-looking statements are not guarantees of future performance and Rattler’s actual outcomes could differ materially from what Rattler has expressed in its forward-looking statements.
Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases such as the COVID-19 pandemic, and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing Russian-Ukrainian conflict on the global energy markets and geopolitical stability; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; and the risks and other factors disclosed in Rattler’s filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov.
In light of these factors, the events anticipated by Rattler’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Rattler operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Rattler cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this news
release. All forward-looking statements speak only as of the date of this news release or, if earlier, as of the date they were made. Rattler does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.
| Rattler Midstream LP | |||||||||||
| Consolidated Balance Sheets | |||||||||||
| (unaudited, in thousands) | |||||||||||
| June 30, | December 31, | ||||||||||
| 2022 | 2021 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | 17,784 | $ | 19,897 | |||||||
| Accounts receivable—related-party | 54,620 | 58,154 | |||||||||
| Accounts receivable—third-party, net | 7,971 | 9,415 | |||||||||
| Sourced water inventory | 15,858 | 13,081 | |||||||||
| Other current assets | 778 | 1,181 | |||||||||
| Total current assets | 97,011 | 101,728 | |||||||||
| Property, plant and equipment: | |||||||||||
| Land | 98,646 | 98,645 | |||||||||
| Property, plant and equipment | 1,140,914 | 1,075,405 | |||||||||
| Accumulated depreciation, amortization and accretion | (144,332) | (121,507) | |||||||||
| Property, plant and equipment, net | 1,095,228 | 1,052,543 | |||||||||
| Equity method investments | 659,749 | 612,541 | |||||||||
| Real estate assets, net | 84,042 | 84,609 | |||||||||
| Intangible lease assets, net | 3,425 | 3,650 | |||||||||
| Deferred tax asset | 56,218 | 62,356 | |||||||||
| Other assets | 5,943 | 3,708 | |||||||||
| Total assets | $ | 2,001,616 | $ | 1,921,135 | |||||||
| Liabilities and Unitholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 67,501 | $ | 48,267 | |||||||
| Taxes payable | 187 | 603 | |||||||||
| Asset retirement obligations | — | 79 | |||||||||
| Total current liabilities | 67,688 | 48,949 | |||||||||
| Long-term debt | 725,963 | 687,956 | |||||||||
| Asset retirement obligations | 37,904 | 16,911 | |||||||||
| Total liabilities | 831,555 | 753,816 | |||||||||
| Unitholders’ equity: | |||||||||||
| General Partner—Diamondback | 779 | 819 | |||||||||
| Common units—public (38,417,574 units issued and outstanding as of June 30, 2022 and 38,356,771 units issued and outstanding as of December 31, 2021) | 347,745 | 350,230 | |||||||||
| Class B units—Diamondback (107,815,152 units issued and outstanding as of June 30, 2022 and as of December 31, 2021) | 779 | 819 | |||||||||
| Accumulated other comprehensive income (loss) | 11 | 10 | |||||||||
| Total Rattler Midstream LP unitholders’ equity | 349,314 | 351,878 | |||||||||
| Non-controlling interest | 820,747 | 815,441 | |||||||||
| Total equity | 1,170,061 | 1,167,319 | |||||||||
| Total liabilities and unitholders’ equity | $ | 2,001,616 | $ | 1,921,135 | |||||||
| Rattler Midstream LP | |||||||||||||||||||||||
| Consolidated Statements of Operations | |||||||||||||||||||||||
| (unaudited, in thousands, except per unit data) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Midstream revenues—related-party | $ | 91,130 | $ | 91,579 | $ | 181,432 | $ | 178,657 | |||||||||||||||
| Midstream revenues—third-party | 10,524 | 5,967 | 20,970 | 14,088 | |||||||||||||||||||
| Other revenues—related-party | 1,748 | 2,542 | 3,499 | 5,082 | |||||||||||||||||||
| Other revenues—third-party | 960 | 1,043 | 1,924 | 2,112 | |||||||||||||||||||
| Total revenues | 104,362 | 101,131 | 207,825 | 199,939 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Direct operating expenses | 21,195 | 26,299 | 42,823 | 58,810 | |||||||||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization) | 20,117 | 10,298 | 35,297 | 19,109 | |||||||||||||||||||
| Real estate operating expenses | 610 | 544 | 1,143 | 1,061 | |||||||||||||||||||
| Depreciation, amortization and accretion | 15,112 | 15,239 | 35,799 | 26,485 | |||||||||||||||||||
| Impairment and abandonments | 177 | — | 1,259 | 3,371 | |||||||||||||||||||
| General and administrative expenses | 6,389 | 4,956 | 11,734 | 9,590 | |||||||||||||||||||
| (Gain) loss on disposal of assets | 1,187 | 5,005 | 1,116 | 5,011 | |||||||||||||||||||
| Total costs and expenses | 64,787 | 62,341 | 129,171 | 123,437 | |||||||||||||||||||
| Income (loss) from operations | 39,575 | 38,790 | 78,654 | 76,502 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income (expense), net | (9,126) | (8,235) | (17,810) | (15,545) | |||||||||||||||||||
| Gain (loss) on sale of equity method investments | — | 22,989 | — | 22,989 | |||||||||||||||||||
| Income (loss) from equity method investments | 27,952 | 4,472 | 37,032 | 1,649 | |||||||||||||||||||
| Total other income (expense), net | 18,826 | 19,226 | 19,222 | 9,093 | |||||||||||||||||||
| Net income (loss) before income taxes | 58,401 | 58,016 | 97,876 | 85,595 | |||||||||||||||||||
| Provision for (benefit from) income taxes | 3,330 | 3,539 | 5,714 | 5,210 | |||||||||||||||||||
| Net income (loss) | 55,071 | 54,477 | 92,162 | 80,385 | |||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interest | 43,083 | 42,032 | 72,243 | 61,925 | |||||||||||||||||||
| Net income (loss) attributable to Rattler Midstream LP | $ | 11,988 | $ | 12,445 | $ | 19,919 | $ | 18,460 | |||||||||||||||
| Net income (loss) attributable to limited partners per common unit: | |||||||||||||||||||||||
| Basic | $ | 0.30 | $ | 0.30 | $ | 0.49 | $ | 0.42 | |||||||||||||||
| Diluted | $ | 0.30 | $ | 0.30 | $ | 0.49 | $ | 0.42 | |||||||||||||||
| Weighted average number of limited partner common units outstanding: | |||||||||||||||||||||||
| Basic | 38,245 | 41,033 | 38,202 | 41,386 | |||||||||||||||||||
| Diluted | 38,267 | 41,033 | 38,202 | 41,386 | |||||||||||||||||||
| Rattler Midstream LP | |||||||||||||||||||||||
| Consolidated Statements of Cash Flows | |||||||||||||||||||||||
| (unaudited, in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net income (loss) | $ | 55,071 | $ | 54,477 | $ | 92,162 | $ | 80,385 | |||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | 3,336 | 3,539 | 5,723 | 5,210 | |||||||||||||||||||
| Depreciation, amortization and accretion | 15,112 | 15,239 | 35,799 | 26,485 | |||||||||||||||||||
| Unit-based compensation expense | 2,609 | 2,485 | 5,129 | 4,817 | |||||||||||||||||||
| Impairment and abandonments | 177 | — | 1,259 | 3,371 | |||||||||||||||||||
| (Gain) loss on sale of equity method investments | — | (22,989) | — | (22,989) | |||||||||||||||||||
| (Income) loss from equity method investments | (27,952) | (4,472) | (37,032) | (1,649) | |||||||||||||||||||
| Distributions from equity method investments | 11,408 | 9,055 | 18,958 | 9,055 | |||||||||||||||||||
| Other | 1,548 | 5,509 | 2,122 | 6,018 | |||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable—related-party | (2,238) | 7,843 | 3,502 | 19,052 | |||||||||||||||||||
| Accounts receivable—third-party | 6,136 | 1,474 | 1,476 | 72 | |||||||||||||||||||
| Accounts payable and accrued liabilities | 10,202 | 2,567 | 6,135 | (3,525) | |||||||||||||||||||
| Other | (2,196) | 1,017 | (2,132) | 2,110 | |||||||||||||||||||
| Net cash provided by (used in) operating activities | 73,213 | 75,744 | 133,101 | 128,412 | |||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Additions to property, plant and equipment | (25,180) | (11,853) | (43,068) | (17,713) | |||||||||||||||||||
| Acquisitions of property, plant and equipment | — | — | (4,334) | — | |||||||||||||||||||
| Contributions to equity method investments | — | (2,791) | (29,133) | (6,454) | |||||||||||||||||||
| Distributions from equity method investments | — | — | — | 9,107 | |||||||||||||||||||
| Proceeds from the sale of equity method investments | — | 23,455 | — | 23,455 | |||||||||||||||||||
| Proceeds from the sale of real estate | — | 9,118 | — | 9,118 | |||||||||||||||||||
| Other | 1,197 | 250 | (1,553) | 250 | |||||||||||||||||||
| Net cash provided by (used in) investing activities | (23,983) | 18,179 | (78,088) | 17,763 | |||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Proceeds from borrowings under Credit Agreement | 19,000 | 12,000 | 54,000 | 24,000 | |||||||||||||||||||
| Payments on Credit Agreement | (17,000) | (61,000) | (17,000) | (98,000) | |||||||||||||||||||
| Repurchased units as part of unit buyback | — | (5,198) | (2,582) | (16,312) | |||||||||||||||||||
| Distribution to public | (11,444) | (8,183) | (22,888) | (16,446) | |||||||||||||||||||
| Distribution to Diamondback | (32,365) | (21,583) | (64,730) | (43,166) | |||||||||||||||||||
| Other | (3,339) | (2,169) | (3,926) | (2,628) | |||||||||||||||||||
| Net cash provided by (used in) financing activities | (45,148) | (86,133) | (57,126) | (152,552) | |||||||||||||||||||
| Net increase (decrease) in cash | 4,082 | 7,790 | (2,113) | (6,377) | |||||||||||||||||||
| Cash at beginning of period | 13,702 | 9,760 | 19,897 | 23,927 | |||||||||||||||||||
| Cash at end of period | $ | 17,784 | $ | 17,550 | $ | 17,784 | $ | 17,550 | |||||||||||||||
The following tables provide information regarding our gathering, compression and transportation system as of June 30, 2022 and utilization for the quarter ended June 30, 2022:
| Rattler Midstream LP | |||||||||||||||||
| Pipeline Infrastructure Assets | |||||||||||||||||
| (unaudited) | |||||||||||||||||
| As of June 30, 2022 | |||||||||||||||||
(miles)(a) | Delaware Basin | Midland Basin | Permian Total | ||||||||||||||
| Crude oil | 114 | 46 | 160 | ||||||||||||||
| Produced water | 276 | 333 | 609 | ||||||||||||||
| Sourced water | 27 | 102 | 129 | ||||||||||||||
| Total | 417 | 481 | 898 | ||||||||||||||
(a) Does not include any assets of the equity method investment joint ventures
| Rattler Midstream LP | |||||||||||||||||||||||
| Capacity/Capability | |||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| As of June 30, 2022 | |||||||||||||||||||||||
(capacity/capability)(a) | Delaware Basin | Midland Basin | Permian Total | Utilization | |||||||||||||||||||
| Crude oil gathering (Bbl/d) | 240,000 | 65,000 | 305,000 | 26 | % | ||||||||||||||||||
| Produced water gathering and disposal (Bbl/d) | 1,330,000 | 2,108,000 | 3,438,000 | 23 | % | ||||||||||||||||||
| Sourced water gathering (Bbl/d) | 120,000 | 655,000 | 775,000 | 37 | % | ||||||||||||||||||
(a) Does not include any assets of the equity method investment joint ventures
| Rattler Midstream LP | |||||||||||||||||||||||
| Throughput | |||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(throughput)(a) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Crude oil gathering (Bbl/d) | 72,324 | 84,014 | 75,141 | 84,609 | |||||||||||||||||||
| Natural gas gathering (MMBtu/d) | — | 141,529 | — | 136,014 | |||||||||||||||||||
| Produced water gathering and disposal (Bbl/d) | 840,205 | 801,967 | 843,004 | 783,878 | |||||||||||||||||||
| Sourced water gathering (Bbl/d) | 373,619 | 241,570 | 380,542 | 254,629 | |||||||||||||||||||
(a) Does not include any assets of the equity method investment joint ventures.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA is a supplemental non-GAAP financial measure used by management and external users of its financial statements, such as industry analysts, investors, lenders and rating agencies. Management believes Adjusted EBITDA is useful because the measure allows it to more effectively evaluate the Company's operating performance and compare the results of its operations period to period without regard to its financing methods or capital structure.
The Company defines Adjusted EBITDA as net income (loss) attributable to the Company plus net income (loss) attributable to non-controlling interest before interest expense (net of amount capitalized), depreciation, amortization and accretion on assets and liabilities of Rattler Midstream Operating LLC, its proportional depreciation and interest expense related to equity method investments, its proportional impairments and abandonments related to equity method investments, impairment and abandonments, non-cash unit-based compensation expense, (gain) loss on disposal of assets, provision for income taxes and other. The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). However, Adjusted EBITDA should not be considered an alternative to net income (loss) or any other measure of financial performance or liquidity presented in accordance with generally accepted accounting principles in the United States ("GAAP"). The Company excludes the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. As such, Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies, and may not be comparable to similarly titled measures in Rattler Midstream Operating LLC’s credit agreement and in the indenture that governs its senior notes. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as historic costs of depreciable assets.
The following table presents a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated:
| Rattler Midstream LP | |||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| (unaudited, in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Reconciliation of Net Income (Loss) to Adjusted EBITDA: | |||||||||||||||||||||||
| Net income (loss) attributable to Rattler Midstream LP | $ | 11,988 | $ | 12,445 | $ | 19,919 | $ | 18,460 | |||||||||||||||
| Net income (loss) attributable to non-controlling interest | 43,083 | 42,032 | 72,243 | 61,925 | |||||||||||||||||||
| Net income (loss) | 55,071 | 54,477 | 92,162 | 80,385 | |||||||||||||||||||
| Interest expense, net of amount capitalized | 9,126 | 8,235 | 17,810 | 15,545 | |||||||||||||||||||
| Depreciation, amortization and accretion | 15,112 | 15,239 | 35,799 | 26,485 | |||||||||||||||||||
| Depreciation and interest expense related to equity method investments | 15,681 | 10,036 | 30,052 | 20,561 | |||||||||||||||||||
| Impairments and abandonments related to equity method investments | 124 | — | 361 | 2,933 | |||||||||||||||||||
| Impairment and abandonments | 177 | — | 1,259 | 3,371 | |||||||||||||||||||
| Non-cash unit-based compensation expense | 2,609 | 2,485 | 5,129 | 4,817 | |||||||||||||||||||
| (Gain) loss on disposal of assets | 1,187 | 5,005 | 1,116 | 5,011 | |||||||||||||||||||
| (Gain) loss on sale of equity method investments | — | (22,989) | — | (22,989) | |||||||||||||||||||
| Provision for income taxes | 3,330 | 3,539 | 5,714 | 5,210 | |||||||||||||||||||
| Other | — | 22 | — | 34 | |||||||||||||||||||
| Adjusted EBITDA | 102,417 | 76,049 | 189,402 | 141,363 | |||||||||||||||||||
| Less: Adjusted EBITDA attributable to non-controlling interest | 75,560 | 55,084 | 139,814 | 102,219 | |||||||||||||||||||
| Adjusted EBITDA attributable to Rattler Midstream LP | $ | 26,857 | $ | 20,965 | $ | 49,588 | $ | 39,144 | |||||||||||||||
Operating cash flow before working capital changes, which is a supplemental non-GAAP financial measure, represents net cash provided by operating activities as determined under GAAP without regard to changes in operating assets and liabilities. The GAAP financial measure most directly comparable to operating cash flow before working capital changes is net cash provided by operating activities. Management believes operating cash flow before working capital changes is an accepted measure which reflects cash flow from operating activities, additions to property, plant and equipment and net investments in its equity method investments across periods on a consistent basis. The Company also uses this measure because adjusted operating cash flow relates to the timing of cash receipts and disbursements that the Company may not control and may not relate to the period in which the operating activities occurred. This allows the Company to compare its operating performance with that of other companies without regard to financing methods and capital structure.
Free Cash Flow, which is a supplemental non-GAAP financial measure, is operating cash flow before working capital changes net of additions to property, plant and equipment and distributions from equity method investments. The GAAP financial measure most directly comparable to Free Cash Flow is net cash provided by operating activities. Management believes that Free Cash Flow is useful to investors as it provides the amount of cash available for reducing debt, investing in additional capital projects or paying dividends. This measure should not be considered as an alternative to, or more meaningful than, net cash provided by operating activities as an indicator of operating performance. The Company's computation of
operating cash flow before working capital changes and Free Cash Flow may not be comparable to other similarly titled measures of other companies.
The following tables present a reconciliation of net cash provided by operating activities to operating cash flow before working capital changes and Free Cash Flow:
| Rattler Midstream LP | |||||||||||||||||||||||
| Operating Cash Flow and Free Cash Flow | |||||||||||||||||||||||
| (unaudited, in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 73,213 | $ | 75,744 | $ | 133,101 | $ | 128,412 | |||||||||||||||
| Less: Changes in cash due to changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable—related-party | (2,238) | 7,843 | 3,502 | 19,052 | |||||||||||||||||||
| Accounts receivable—third-party | 6,136 | 1,474 | 1,476 | 72 | |||||||||||||||||||
| Accounts payable and accrued liabilities | 10,202 | 2,567 | 6,135 | (3,525) | |||||||||||||||||||
| Other | (2,196) | 1,017 | (2,132) | 2,110 | |||||||||||||||||||
| Total working capital changes | 11,904 | 12,901 | 8,981 | 17,709 | |||||||||||||||||||
| Operating cash flow before working capital changes | 61,309 | 62,843 | 124,120 | 110,703 | |||||||||||||||||||
| Additions to property, plant and equipment | (25,180) | (11,853) | (43,068) | (17,713) | |||||||||||||||||||
| Distributions from equity method investments | — | — | — | 9,107 | |||||||||||||||||||
| Free Cash Flow | $ | 36,129 | $ | 50,990 | $ | 81,052 | $ | 102,097 | |||||||||||||||
Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@rattlermidstream.com
Jared Carameros
+1 432.247.6213
jcarameros@rattlermidstream.com
Source: Rattler Midstream LP; Diamondback Energy, Inc.
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