EX-99.8 13 viperex998-twproformafinan.htm EX-99.8 Document
Exhibit 99.8
Viper Energy, Inc.
Unaudited Pro Forma Condensed Combined Financial Statements


On September 11, 2024, Viper Energy, Inc (“Viper” or the “Company”) and its subsidiary Viper Energy Partners LLC (“OpCo”) as buyer parties, entered into a definitive purchase and sale agreement with Tumbleweed Royalty IV, LLC (“TWR IV”) and TWR IV SellCo Parent, LLC, each an affiliate of EnCap Investments, L.P., as sellers, pursuant to which OpCo agreed to acquire all of the issued and outstanding interests in TWR IV, LLC and TWR IV SellCo, LLC (the “TWR Acquisition”) for a purchase price of approximately $461.0 million in cash, 10,093,670 OpCo units and contingent cash consideration of up to $41.0 million payable in January of 2026, based on the average price of West Texas Intermediate (WTI) sweet crude oil prompt month futures contracts for the calendar year 2025 (the “WTI 2025 Average”). The TWR Acquisition is expected to close on October 1, 2024, subject to customary closing conditions and adjustments.

The mineral and royalty interests to be acquired in the pending TWR Acquisition represent approximately 3,055 net royalty acres in the Permian Basin. The Company expects to fund the cash consideration for the TWR Acquisition through a combination of cash on hand and in escrow, proceeds from an assumed $400.0 million public issuance of approximately 8,629,989 shares of Viper’s Class A common stock (the “Equity Offering”) and borrowings under OpCo’s revolving credit facility. For pro forma purposes, shares to be issued in the assumed Equity Offering were calculated using Viper’s closing share price of $46.35 on September 4, 2024.

On September 3, 2024, the Company completed the related acquisitions of Tumbleweed-Q Royalty Partners, LLC (“Tumbleweed-Q”) and MC Tumbleweed Royalty, LLC (“Tumbleweed M”) (collectively with TWR IV and Tumbleweed-Q, the “Tumbleweed Entities”), pursuant to definitive purchase and sale agreements.

The mineral and royalty interests acquired from Tumbleweed-Q represent approximately 406 net royalty acres in the Permian Basin. Consideration for the acquisition of Tumbleweed Q consisted of $113.4 million in cash and contingent cash consideration of up to $5.4 million payable in January of 2026, based on the WTI 2025 Average. The cash consideration was funded with a combination of cash on hand and borrowings under OpCo’s credit facility, subject to customary post-closing adjustments (the “Q Acquisition”).

The mineral and royalty interests acquired from Tumbleweed M represent approximately 266 net royalty acres in the Permian Basin. Consideration for the acquisition of Tumbleweed M consisted of $75.6 million in cash and and contingent cash consideration of up to $3.6 million payable in January of 2026, based on the WTI 2025 Average. The cash consideration was funded with a combination of cash on hand and borrowings under OpCo’s credit facility and is subject to customary post-closing adjustments (the “M Acquisition”).

The pending TWR Acquisition, Q Acquisition and M Acquisition (collectively, the “Tumbleweed Acquisitions”) are expected to be accounted for as asset acquisitions in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). As such, for pro forma purposes, the fair value of the consideration paid by the Company and the allocation of that amount to the underlying assets acquired is recorded on a relative fair value basis. Additionally, transaction costs directly related to the Tumbleweed Acquisitions are capitalized as a component of the purchase price.

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2023 (the “Closing 8-K”), on November 1, 2023, the Company completed the acquisition (the “GRP Acquisition”) of certain mineral interests, overriding royalty interests, royalty interests and non-participating royalty interests in oil, gas, and other hydrocarbons from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP (collectively, “GRP,” and affiliates of Warwick Capital Partners and GRP Energy Capital) under the previously reported purchase and sale agreement, dated as of September 4, 2023, by and among the Company and GRP. The total consideration for the GRP Acquisition consisted of 9,018,760 common units representing limited partnership interests in Viper and $749.5 million in cash including transactions costs and subject to customary post-closing adjustments.

The GRP Acquisition was accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by the Company and the allocation of that amount to the underlying assets acquired was recorded on a relative fair value basis. Additionally, transaction costs directly related to the GRP Acquisition were capitalized as a component of the purchase price. The operating results of GRP are consolidated in Viper’s financial statements beginning on the date of the closing of the GRP Acquisition.

The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) are based on the Company’s historical consolidated financial statements, adjusted to give effect to transaction adjustments for (i) the assets and liabilities acquired by the Company in the Tumbleweed Acquisitions, and (ii) the funding of the purchase prices for the Tumbleweed Acquisitions, including the assumed Equity Offering.

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The following pro forma financial statements present (i) the Company’s unaudited condensed combined pro forma balance sheet as of June 30, 2024 (the, “pro forma balance sheet”), (ii) the Company’s unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 and (iii) the Company’s unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023. The pro forma balance sheet assumes that the Tumbleweed Acquisitions as well as the debt and equity transactions executed to finance the Tumbleweed Acquisitions all occurred on June 30, 2024. The pro forma statements of operations for the six months ended June 30, 2024 and the year ended December 31, 2023 give pro forma effect to the Tumbleweed Acquisitions and the GRP Acquisition and related financing transactions as if they had occurred on January 1, 2023, the beginning of the earliest period presented.

The pro forma adjustments related to the Tumbleweed Acquisitions and related financing for the transaction are based on available information and certain assumptions that management believes are factually supportable, as further described below in Note 3—Pro Forma Adjustments and Assumptions. In the opinion of management, all adjustments necessary to present fairly the pro forma financial statements have been made.

These pro forma financial statements are for information purposes only and do not purport to represent what the Company’s financial position and results of operations would have been had the Tumbleweed Acquisitions occurred on the dates indicated. The pro forma financial statements do not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, and, accordingly, do not attempt to predict or suggest future results. As such, these pro forma financial statements should not be used to project the Company’s financial performance for any future period. A number of factors may affect the results.

The pro forma financial statements have been developed from and should be read in conjunction with:
a.the separate historical consolidated financial statements and related notes thereto in the Company’s filings with the Securities and Exchange Commission; and
b.the historical audited combined financial statements of GRP as of December 31, 2023 and for the year then ended, which are incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on November 13, 2023;
c.the historical financial statements of the Tumbleweed Entities and related notes for the year ended December 31, 2023 and for the six months ended June 30, 2024;
d.the accompanying notes to the pro forma financial statements;
e.the Company’s unaudited pro forma condensed combined financial information for the year ended December 31, 2023, which is incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 5, 2024.
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Viper Energy, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2024
HistoricalTransaction Accounting Adjustments (Note 3)
Viper (Historical)TWR AcquisitionQ Acquisition M AcquisitionReclass AdjustmentsAcquisition Transaction AdjustmentsViper Pro Forma Combined
(In thousands, unaudited)
Assets
Current assets:
Cash and cash equivalents$35,211 $6,754 $24 $52 $— $(15,248)(c)(e)$26,793 
Royalty income receivable (net of allowance for credit losses)131,724 22,936 2,137 1,610 — — 158,407 
Royalty income receivable—related party34,981 — — — — — 34,981 
Accounts receivable— related party— 45 (45)(a)— — 
Accounts receivable— — 45 (a)45 
Prepaid expenses and other current assets3,468 190 — — 3,670 
Total current assets205,384 29,925 2,167 1,668 — (15,248)223,896 
Property:
Oil and natural gas interests, full cost method of accounting4,567,518 — — — 539,786 (a)576,985 (b)(c)(d)(e)
(f)(g)(h)
5,684,289 
Oil and natural gas interests, successful efforts method of accounting— 481,099 35,410 23,277 (539,786)(a)— — 
Land5,688 — — — — — 5,688 
Accumulated depletion and impairment(961,646)(38,646)(10,021)(6,448)— 55,115 (f)(961,646)
Other property and equipment, net— 89 — — 99 
Property, net3,611,560 442,542 25,394 16,834 — 632,100 4,728,430 
Derivative instruments2,134 — — — — — 2,134 
Deferred income taxes (net of allowances)76,393 — — — — — 76,393 
Other assets4,951 — — — — — 4,951 
Equity method investment— 5,950 — — — (5,950)(h)— 
Deferred financing fees, net— 17 — — — (17)(g)— 
Total assets$3,900,422 $478,434 $27,561 $18,502 $— $610,885 $5,035,804 
Liabilities and Unitholders’ Equity
Current liabilities:
Accounts payable$19 $— $— $— $381 (a)$— $400 
Accounts payable and accrued expenses— 1,385 168 117 (1,670)(a)— 
Accounts payable—related party— 30 29 (65)(a)— — 
Accrued liabilities22,106 — — — 1,354 (a)— 23,460 
Derivative instruments4,766 — — — — — 4,766 
Income taxes payable2,200 — — — — — 2,200 
Total current liabilities29,091 1,391 198 146 — — 30,826 
Long-term debt, net998,021 — — — — 250,000 (c)1,248,021 
Other long-term liabilities— — — — — 26,428 (d)26,428 
Total liabilities1,027,112 1,391 198 146 — 276,428 1,305,275 
Stockholders’ equity:
Class A Common Stock, $0.000001 par value — — — — — — — 
Class B Common Stock, $0.000001 par value
— — — — — — — 
Additional paid-in capital1,108,739 — — — — 389,377 (c)1,498,116 
Contributed capital— 435,000 11,189 8,450 — (454,639)(b)— 
Retained earnings (accumulated deficit)(18,939)42,043 16,174 9,906 — (68,123)(b)(18,939)
Total Viper Energy, Inc. stockholders’ equity1,089,800 477,043 27,363 18,356 — (133,385)1,479,177 
Non-controlling interest1,783,510 — — — — 467,842 (c)2,251,352 
Total equity2,873,310 477,043 27,363 18,356 — 334,457 3,730,529 
Total liabilities and unitholders’ equity$3,900,422 $478,434 $27,561 $18,502 $— $610,885 $5,035,804 
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Viper Energy, Inc.
Unaudited Condensed Combined Statement of Operations



Six Months Ended June 30, 2024
HistoricalTransaction Accounting Adjustments (Note 3)
ViperTWR Acquisition Q Acquisition M AcquisitionReclass Adjustments Acquisition Transaction Adjustments Viper Pro Forma Combined
(In thousands, except per share amounts)
Operating income:
Royalty income420,553 31,423 5,528 3,657 — — 461,161 
Lease bonus income—related party120 — — — — — 120 
Lease bonus income1,146 — — — 6,199 (a)— 7,345 
Lease bonus and other— 4,236 1,177 786 (6,199)(a)— — 
Other operating income281 — — — — — 281 
Total operating income422,100 35,659 6,705 4,443 — — 468,907 
Costs and expenses:
Lease operating expenses— — — — 168 (a)— 168 
Production and ad valorem taxes29,607 2,044 387 257 — — 32,295 
Gathering and transportation— 579 57 37 — — 673 
Depletion95,293 — — — 17,769 (a)(1,099)(i)111,963 
Depletion, depreciation and amortization— 14,173 2,151 1,445 (17,769)(a)— — 
General and administrative expenses4,666 3,481 1,719 286 (168)(a)— 9,984 
General and administrative expenses— related party4,822 — — — — — 4,822 
Other operating expense233 — — — — — 233 
Total costs and expenses134,621 20,277 4,314 2,025 — (1,099)160,138 
Income (loss) from operations287,479 15,382 2,391 2,418 — 1,099 308,769 
Other income (expense):
Interest expense, net(37,997)— — — (13)(a)(9,387)(j)(47,397)
Interest expense— (102)— — 102 (a)— — 
Interest income— 89 — — (89)(a)— 
Gain (loss) on derivative instruments, net(2,146)— — — (1,210)(k)(3,356)
Earnings from equity method investments— 765 — — — (765)(l)— 
Total other income (expense), net(40,143)752 — — — (11,362)(50,753)
Income (loss) before income taxes247,336 16,134 2,391 2,418 — (10,263)258,016 
Provision for (benefit from) income taxes25,535 (c)177 29 18 — 2,090 (n)27,849 
Net income (loss)221,801 15,957 2,362 2,400 — (12,353)230,167 
Net income (loss) attributable to non-controlling interest121,540 (d)— — — — 1,134 (m)122,674 
Net income (loss) attributable to Viper Energy, Inc.$100,261 $15,957 $2,362 $2,400 $— $(13,487)$107,493 
Net income (loss) attributable to common shares:
Basic$1.12 $1.09 
Diluted$1.12 $1.09 
Weighted average number of common shares outstanding:
Basic89,480 8,630 (o)98,110 
Diluted89,570 8,630 (o)98,200 






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Viper Energy, Inc.
Unaudited Condensed Combined Statement of Operations



Year Ended December 31, 2023
HistoricalTransaction Accounting Adjustments (Note 3)
Viper(1)
TWR Acquisition Q Acquisition M AcquisitionReclass Adjustments Acquisition Transaction AdjustmentsViper Pro Forma Combined
(In thousands, except per share amounts)
Operating income:
Royalty income$819,246 $55,978 $12,800 $8,421 $— $— $896,445 
Lease bonus income—related party107,823 — — — — — 107,823 
Lease bonus income3,643 — — — 570 (a)— 4,213 
Lease bonus and other— 538 19 13 (570)(a)— — 
Other operating income909 — — — — — 909 
Total operating income931,621 56,516 12,819 8,434 — — 1,009,390 
Costs and expenses:
Lease operating expense— — — — 177 (a)— 177 
Production and ad valorem taxes57,432 3,295 747 453 — — 61,927 
Gathering and transportation— 800 95 67 — — 962 
Depletion185,019 — — — 27,212 (a)1,977 (i)214,208 
Depletion, depreciation and amortization— 20,757 3,857 2,598 (27,212)(a)— — 
General and administrative expenses23,360 6,303 2,574 499 (177)(a)— 32,559 
Other operating expense356 — — — — — 356 
Total costs and expenses266,167 31,155 7,273 3,617 — 1,977 310,189 
Income (loss) from operations665,454 25,361 5,546 4,817 — (1,977)699,201 
Other income (expense):
Interest expense, net(74,628)— — — 254 (a)(18,779)(j)(93,153)
Interest expense— (12)— — 12 (a)— — 
Interest income— 255 11 — (266)(a)— — 
Gain (loss) on derivative instruments, net(25,793)— — — — (2,254)(k)(28,047)
Earnings from equity method investments— 996 — — — (996)(l)— 
Other income, net3,795 — — — — — 3,795 
Total other income (expense), net(96,626)1,239 11 — — (22,029)(117,405)
Income (loss) before income taxes568,828 26,600 5,557 4,817 — (24,006)581,796 
Provision for (benefit from) income taxes53,136 (c)270 47 37 — 757 (n)54,247 
Net income (loss)515,692 26,330 5,510 4,780 — (24,763)527,549 
Net income (loss) attributable to non-controlling interest289,835 (d)— — — — 9,494 (m)299,329 
Net income (loss) attributable to Viper Energy, Inc.$225,857 $26,330 $5,510 $4,780 $— $(34,257)$228,220 
Net income (loss) attributable to common shares:
Basic$2.57 $2.37 
Diluted$2.57 $2.37 
Weighted average number of common shares outstanding:
Basic87,677 8,630 (o)96,307 
Diluted87,677 8,630 (o)96,307 
(1) Viper’s historical income statement for the year ended December 31, 2023 includes the effects of pro forma adjustments for the GRP Acquisition as presented in Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 5, 2024 and incorporated by reference into these unaudited pro forma condensed combined financial statements.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


1.    ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of the Company, GRP and the Tumbleweed Entities. Pro forma adjustments have been made to reflect the Tumbleweed Acquisitions and certain transaction accounting adjustments, as discussed further in Notes 2 and 3. The pro forma balance sheet gives effect to the Tumbleweed Acquisitions as if they had been completed on June 30, 2024. The pro forma statements of operations for the six months ended June 30, 2024 and the year ended December 31, 2023 give pro forma effect to the Tumbleweed Acquisitions and the GRP Acquisition as if they had occurred on January 1, 2023, the beginning of the earliest period presented.

The Tumbleweed Acquisitions are accounted for as acquisitions of assets under ASC 805. The Company therefore recognized the assets acquired and liabilities assumed in the Tumbleweed Acquisitions based on their costs to the Company, which includes the total consideration paid as well as capitalization of all transaction costs incurred.

In the opinion of management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X, the pro forma financial statements. The pro forma financial statements are provided for illustrative purposes only and do not purport to be indicative of what the Company’s actual results of operations and financial position would have been on a consolidated basis if the Tumbleweed Acquisitions and the GRP Acquisition had occurred on the dates indicated, nor are they indicative of the future results of operations or financial position.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma statements of operations are based on the weighted average number of the Company’s Class A common stock outstanding, assuming the Tumbleweed Acquisitions, the GRP Acquisition and the assumed Equity Offering occurred at the beginning of the earliest period presented. For pro forma purposes, Viper’s share price of $46.35 as of September 4, 2024, was used to calculate the number of shares of Class A common stock issued in the assumed Equity Offering.


2.    CONSIDERATION AND PURCHASE PRICE ALLOCATION

The Company has performed a preliminary analysis of the total consideration paid for the assets and liabilities acquired in the Tumbleweed Acquisitions. The total consideration for the Tumbleweed Acquisitions, including all associated transaction costs, has been allocated to the assets acquired and liabilities assumed. Due to the fact that the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the Company’s financial position and results of operations may differ significantly from the pro forma amounts included herein.



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The following table summarizes the combined preliminary purchase price for the Tumbleweed Acquisitions as of September 4, 2024, and the allocation of the total accumulated transaction costs to the assets acquired (in thousands except OpCo units and per unit amounts):

Consideration:
OpCo units issued10,093,670
Price per OpCo unit(1)
$46.35 
OpCo unit consideration$467,842 
Cash consideration650,000 
Fair value of contingent consideration26,428 
Transaction costs4,625 
Total consideration (including fair value of OpCo units issued)$1,148,895 
Purchase price allocation:
Cash and cash equivalents$6,830 
Royalty income receivable 26,683 
Accounts receivable45 
Prepaid expenses and other current assets202 
Oil and natural gas interests1,133,682 
Other property and equipment, net99 
Amount attributable to assets acquired1,167,541 
Accounts payable381 
Accrued liabilities1,354 
Amount attributable to liabilities acquired1,735 
Net assets acquired$1,165,806 
(1) Based on the closing share price of Viper’s Class A common stock on September 4, 2024.

The total consideration for the Tumbleweed Acquisitions has been used to prepare the transaction accounting adjustments in the pro forma balance sheet and statements of operations. The total value of consideration, including the fair value of contingent consideration, is subject to change due to changes in the stock price on the TWR Acquisition closing date, customary purchase price adjustments including post-close adjustments, changes in the expected WTI 2025 Average and actual transaction costs incurred. The final amount and allocation of the total consideration is expected to be completed when the Company files its Form 10-K for the year ended December 31, 2024, and could differ materially from the preliminary allocation used in the transaction accounting adjustment.

3.    PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The pro forma financial statements have been prepared to illustrate the effect of the Acquisition and have been prepared for informational purposes only.


(a) The following reclassifications were made as a result of the transaction to conform to Viper’s presentation:

Pro Forma Balance Sheet as of June 30, 2024

Reclassification of $45.0 thousand from Accounts receivable—related party to Accounts receivable;
Reclassification of $539.8 million from Oil and natural gas interests, successful efforts method of accounting to Oil and natural gas interests, full cost method of accounting;
Reclassification of approximately $1.7 million from Accounts payable and accrued expenses consisting of $1.4 million to Accrued liabilities and $0.3 million to Accounts payable, and $0.1 million from Accounts payable—related party to Accounts payable
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Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2024

Reclassification of $6.2 million from Lease bonus and other to Lease bonus income
Reclassification of $0.2 million from General and administrative expenses to Lease operating expenses
Reclassification of $17.8 million from Depletion, depreciation and amortization to Depletion
Reclassification of $0.1 million and $0.1 million from Interest expense and Interest income, respectively, to Interest expense, net

Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2023

Reclassification of $0.6 million from Lease bonus and other to Lease bonus income
Reclassification of $0.2 million from General and administrative expenses to Lease operating expenses
Reclassification of $27.2 million from Depletion, depreciation and amortization to Depletion
Reclassification of $12.0 thousand and $0.3 million from Interest expense and Interest income, respectively, to Interest expense, net

(b) Represents the adjustment for the elimination of the Tumbleweed Entities’ equity.

(c) Reflects the preliminary allocation of consideration due to the Tumbleweed Entities as follows:
$650.0 million decrease to Cash and cash equivalents and increase to Oil and natural gas interests, full cost method of accounting, for the cash consideration paid as part of the Tumbleweed Acquisitions.
$389.4 million increase to Cash and cash equivalents and Additional paid-in capital related to estimated net proceeds from the assumed Equity Offering of approximately $467.8 million of Viper Class A shares net of $10.6 million of estimated offering costs recorded as a reduction of issuance proceeds. See Note 2—Consideration and Purchase Price Allocation.
$250.0 million increase to Cash and cash equivalents and Long-term debt, net to reflect the draw on Viper’s revolving credit facility to fund a portion of consideration for the transaction.
$467.8 million increase to Oil and natural gas interests, full cost method of accounting and Non-controlling interest resulting from the expected issuance of 10.1 million OpCo units to TWR IV at an assumed price of $46.35 per OpCo unit. See Note 2—Consideration and Purchase Price Allocation.

(d) Reflects the $26.4 million fair value at September 4, 2024, of contingent consideration payable to the Tumbleweed Entities pursuant to the Tumbleweed Acquisitions definitive purchase and sales agreement as an increase to Other long-term liabilities and an increase to Oil and natural gas interests, full cost method of accounting. See Note 2—Consideration and Purchase Price Allocation.

(e) Reflects the $4.6 million of transaction costs capitalized as part of the initial measurement of the assets acquired in accordance with the accounting rules for an asset acquisition as an increase to Oil and natural gas interests, full cost method of accounting, and a decrease to Cash and cash equivalents. Note 2—Consideration and Purchase Price Allocation.

(f) Reflects the elimination of the Tumbleweed Entities’ historical Accumulated depletion and impairment.

(g) Reflects the write off of TWR IV’s historical unamortized debt issuance costs.

(h) Reflects the elimination of an equity method investment held by TWR IV that will be excluded from the pending TWR Acquisition.

Statements of Operations

The adjustments included in the pro forma condensed combined statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 are as follows:

(i) Reflects the change in Depletion computed on a unit of production basis under the full cost method of accounting following the preliminary purchase price allocation to Oil and natural gas interests, full cost method of accounting, as if the Tumbleweed Acquisitions and the GRP Acquisition were consummated on January 1, 2023.

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(j) Reflects the estimated interest expense that would have been recorded in the periods presented with respect to the incremental borrowings used to finance the cash consideration for the Tumbleweed Acquisitions. The pro forma statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 used the weighted average interest rate as of September 4, 2024 of approximately 7.5%, on the pro forma incremental outstanding borrowings on Viper’s revolving credit facility of $250.0 million, resulting in pro forma interest expense of $9.4 million and $18.8 million, respectively.

(k) The Tumbleweed Acquisitions include provisions for amounts contingently payable by Viper to the Seller based on the satisfaction of certain commodity price thresholds in the future. This adjustment reflects the changes in fair value of the related contingent consideration liability of Viper for the periods presented.

(l) Reflects the elimination of historical equity method investee earnings recorded by TWR IV for an equity method investment that will be excluded from the pending TWR Acquisition.

(m) Reflects the impact to income (loss) attributable to non-controlling interest of issuing an approximate 5.2% ownership interest in OpCo to TWR IV for the pending TWR Acquisition and to issuing additional OpCo units to Viper in connection with the issuance of additional shares of Class A common stock in the assumed Equity Offering.

(n) Reflects the estimated incremental income tax provision associated with the incremental pro forma income before taxes attributable to Viper, using a blended federal plus state statutory tax rate, net of federal benefit, of 21.9%.

(o) Reflects the public issuance of approximately $467.8 million of Viper Class A common shares to partially finance the TWR Acquisition. The additional common units were assumed to have been outstanding since the beginning of the periods presented. The following table reconciles historical and pro forma basic and diluted earnings per share utilizing the two-class method for the periods indicated:

Six Months Ended
June 30, 2024
Year Ended
December 31, 2023
Viper (Historical)
Pro Forma
Viper (1)
Pro Forma
(in thousands, except per share amounts)
Net income (loss) attributable to the period$100,261 $107,493 $225,857 $228,220 
Less: distributed and undistributed earnings allocated to participating securities
172 172 333 337 
Net income (loss) attributable to common unitholders$100,089 $107,321 $225,524 $227,883 
Weighted average common units outstanding:
Basic weighted average common units outstanding89,480 98,110 87,677 96,307 
Effect of dilutive securities:
Potential common units issuable
90 90 — — 
Diluted weighted average common units outstanding89,570 98,200 87,677 96,307 
Net income (loss) per common unit, basic$1.12 $1.09 $2.57 $2.37 
Net income (loss) per common unit, diluted$1.12 $1.09 $2.57 $2.37 
(1) Viper’s historical income statement and earnings per share amounts for the year ended December 31, 2023 as shown in the table above include the effects of pro forma adjustments for the GRP Acquisition as presented in Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 5, 2024 and incorporated by reference into these unaudited pro forma condensed combined financial statements.

(n) Reflects the estimated incremental income tax provision associated with the incremental pro forma income before taxes attributable to Viper, using a blended federal plus state statutory tax rate, net of federal benefit, of 21.9% for the six months ended June 30, 2024 and 21.8% for the year ended December 31, 2023.

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4.    SUPPLEMENTAL PRO FORMA OIL AND NATURAL GAS RESERVES INFORMATION

Net Proved Reserves

The historical information regarding net proved oil and natural gas reserves attributable to Viper’s interests in proved properties as of December 31, 2023 is based on reserve estimates prepared by Viper’s internal reservoir engineers and audited by Ryder Scott, LLP, an independent petroleum engineering firm.

The historical information regarding net proved oil and natural gas reserves attributable to the Tumbleweed Entities’ interests in reserves, subject to the pending TWR Acquisition are based on reserves estimates prepared by Cawley, Gillespie & Associates, Inc., an independent petroleum engineering firm, as of December 31, 2023.

Oil (MBbls)
Viper HistoricalTWR AcquisitionQ AcquisitionM Acquisition
Total (MBOE)(1)
As of December 31, 2022
79,004 2,225 643 425 82,297 
Purchase of reserves in place10,469 1,480 — — 11,949 
Extensions and discoveries13,636 1,171 271 179 15,257 
Revisions of previous estimates(5,178)127 (17)(11)(5,079)
Production(8,028)(621)(146)(97)(8,892)
As of December 31, 2023
89,903 4,382 751 496 95,532 
Proved Developed Reserves:
December 31, 202369,043 2,706 534 353 72,636 
Proved Undeveloped Reserves:
December 31, 202320,860 1,676 217 143 22,896 


Natural Gas (MMcf)
Viper HistoricalTWR AcquisitionQ AcquisitionM Acquisition
Total (MBOE)(1)
As of December 31, 2022209,964 11,303 2,223 1,472 224,962 
Purchase of reserves in place27,011 6,611 — — 33,622 
Extensions and discoveries34,632 5,046 1,099 722 41,499 
Revisions of previous estimates11,101 499 71 42 11,713 
Production(19,130)(1,706)(244)(163)(21,243)
As of December 31, 2023263,578 21,753 3,149 2,073 290,553 
Proved Developed Reserves:
December 31, 2023221,462 13,930 2,255 1,485 239,132 
Proved Undeveloped Reserves:
December 31, 202342,116 7,823 894 588 51,421 
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Natural Gas Liquids (MBbls)
Viper HistoricalTWR AcquisitionQ AcquisitionM Acquisition
Total (MBOE)(1)
As of December 31, 202234,902 — — — 34,902 
Purchase of reserves in place4,006 — — — 4,006 
Extensions and discoveries6,150 — — — 6,150 
Revisions of previous estimates3,466 — — — 3,466 
Production(3,108)— — — (3,108)
As of December 31, 202345,416 — — — 45,416 
Proved Developed Reserves:
December 31, 202337,417 — — — 37,417 
Proved Undeveloped Reserves:
December 31, 20237,999 — — — 7,999 

Total (MBOE)
Viper HistoricalTWR AcquisitionQ AcquisitionM Acquisition
Total (MBOE)(1)
As of December 31, 2022148,900 4,109 1,013 671 154,693 
Purchase of reserves in place18,977 2,582 — — 21,559 
Extensions and discoveries25,558 2,012 454 299 28,323 
Revisions of previous estimates138 210 (5)(4)339 
Production(14,324)(905)(187)(124)(15,540)
As of December 31, 2023179,249 8,008 1,275 842 189,374 
Proved Developed Reserves:
December 31, 2023143,371 5,028 909 601 149,909 
Proved Undeveloped Reserves:
December 31, 202335,878 2,980 366 241 39,465 
(1) Estimates of reserves as of December 31, 2023 were prepared using the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month within the 12-month period ended December 31, 2023, in accordance with SEC guidelines. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. The reserve estimates represent our net revenue interest in our properties. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates. MBOE equivalents are calculated using a conversion rate of six MMcf per one MBbl for natural gas.

Standardized Measure

The following table presents the pro forma combined standardized measure of discounted future net cash flows attributable to Viper’s and the Tumbleweed Entities’ proved oil and natural gas reserves as of December 31, 2023. The pro forma combined standardized measure shown below represents estimates only and has not been adjusted for projected combined income tax rates and does not reflect the market value of the reserves attributable to the acquired mineral and royalty interests.
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December 31, 2023
Viper HistoricalTWR AcquisitionQ AcquisitionM AcquisitionPro Forma Combined
(In thousands)
Future cash inflows$8,493,617 $405,289 $67,727 $44,694 $9,011,327 
Future production taxes(593,840)(30,598)(4,751)(3,136)(632,325)
Future development costs— (58)— — (58)
Future income tax expense(934,392)(1,991)(356)(234)(936,973)
Future net cash flows6,965,385 372,642 62,620 41,324 7,441,971 
10% discount to reflect timing of cash flows(3,778,499)(152,594)(25,749)(16,983)(3,973,825)
Standardized measure of discounted future net cash flows$3,186,886 $220,048 $36,871 $24,341 $3,468,146 


Principal changes in the standardized measure of discounted future net cash flows attributable to proved reserves are as follows:

Year Ended December 31, 2023
Viper HistoricalTWR AcquisitionQ AcquisitionM AcquisitionPro Forma Combined
(In thousands)
Standardized measure of discounted future net cash flows at the beginning of the period$3,454,096 $158,911 $41,244 $27,311 $3,681,562 
Purchase of minerals in place473,742 73,277 — — 547,019 
Sales of oil and natural gas, net of production costs(666,709)(51,883)(11,958)(7,901)(738,451)
Extensions and discoveries626,854 57,605 13,510 8,886 706,855 
Previously estimated development costs incurred during the period— 1,303 — — 1,303 
Net changes in prices and production costs(1,405,205)(57,842)(11,646)(7,758)(1,482,451)
Changes in estimated future development costs— (5)— — (5)
Revisions of previous quantity estimates2,726 2,241 (159)(113)4,695 
Net changes in income taxes212,391 (263)25 17 212,170 
Accretion of discount427,998 15,983 4,148 2,747 450,876 
Net changes in timing of production and other60,993 20,721 1,707 1,152 84,573 
Standardized measure of discounted future net cash flows at the end of the period$3,186,886 $220,048 $36,871 $24,341 $3,468,146 

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