Kimbell Royalty Partners, LP (Form: 8-K/A, Received: 09/11/2018 06:03:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 10, 2018 (July 12, 2018)

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Delaware		1-38005		47-5505475
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

777 Taylor Street, Suite 810 Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 945-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	x

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.	x

Introductory Note

As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), on July 18, 2018 (the “Original Form 8-K”), on July 12, 2018, the Partnership completed its previously announced acquisition (the “Acquisition”) of the equity interests in certain subsidiaries owned by Haymaker Minerals & Royalties, LLC (“Haymaker Minerals”) and Haymaker Properties, L.P. (“Haymaker Properties”).

On July 27, 2018, the Partnership filed an amendment (“Amendment No. 1”) to the Original Form 8-K to provide the historical financial statements of Haymaker Minerals and Haymaker Properties and the pro forma financial information of the Partnership giving effect to the Acquisition, as required by Item 9.01 of Form 8-K.

This amendment is filed to supplement the Original Form 8-K and Amendment No. 1 to provide additional historical and pro forma information, through the quarter ended June 30, 2018, of Haymaker Minerals and Haymaker Properties and the Partnership (as applicable). Except as set forth below, the Original Form 8-K is unchanged.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

· Audited historical consolidated financial statements of Haymaker Minerals as of and for the years ended December 31, 2017 and 2016, together with the related notes to the financial statements, were included in the Amendment No. 1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 27, 2018.

· Unaudited historical condensed consolidated financial statements of Haymaker Minerals as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017, together with the related notes to the financial statements, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

· Audited historical financial statements of Haymaker Properties as of and for the years ended December 31, 2017 and 2016, together with the related notes to the financial statements, were included in the Amendment No. 1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 27, 2018.

· Unaudited historical condensed financial statements of Haymaker Properties as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017, together with related notes to the financial statements, a copy of which is filed as Exhibit 99.2 hereto and incorporated by reference herein.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of the Partnership giving effect to the Acquisition is filed as Exhibit 99.3 hereto and incorporated by reference herein:

· Unaudited pro forma condensed combined balance sheet as of June 30, 2018;

· Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018; and

· Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017.

(d) Exhibits.

Number		Description
99.1		Unaudited historical condensed consolidated financial statements of Haymaker Minerals & Royalties, LLC as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017
99.2		Unaudited historical condensed financial statements of Haymaker Properties, L.P. as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017
99.3		Unaudited pro forma condensed combined financial statements of Kimbell Royalty Partners, LP

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.

	KIMBELL ROYALTY PARTNERS, LP

	By:	Kimbell Royalty GP, LLC,
		its general partner

	By:	/s/ R. Davis Ravnaas
		R. Davis Ravnaas
		President and Chief Financial Officer

Date: September 10, 2018

Exhibit 99. 1

HAYMAKER MINERALS & ROYALTIES, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	As of			As of
	June 30, 2018			December 31, 2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,091,812		$	4,535,578
Accounts receivable
Oil, natural gas and natural gas liquids	1,724,369			2,174,365
Other	684,254			199,262
Receivables from affiliates	162,685			123,755
Prepaid expenses	119,874			99,488
Short-term derivative asset	—			2,031,116
Total current assets	5,782,994			9,163,564
PROPERTY AND EQUIPMENT
Oil and natural gas properties, full cost method of accounting
Proved properties	144,376,023			137,909,769
Unevaluated properties	47,884,862			54,152,062
Total oil and natural gas properties, at cost	192,260,885			192,061,831
Accumulated depletion and impairment	(102,878,473		)	(100,523,400		)
Total oil and natural gas properties, net	89,382,412			91,538,431
Other property and equipment, net	238,261			272,298
Total property and equipment, net	89,620,673			91,810,729

NONCURRENT ASSETS
Deferred loan costs	129,070			205,600
Total noncurrent assets	129,070			205,600

TOTAL ASSETS	$	95,532,737		$	101,179,893

LIABILITIES AND MEMBERS’ CAPITAL
CURRENT LIABILITIES
Accounts payable	$	95,853		$	137,094
Current income taxes payable	—			102,194
Accrued interest	11,631			134,282
Accrued expenses	2,405,869			721,702
Total current liabilities	2,513,353			1,095,272
NONCURRENT LIABILITIES
Deferred revenue	—			129,672
Deferred income taxes	9,643			9,643
Long term debt	15,510,991			15,510,991
Total noncurrent liabilities	15,520,634			15,650,306
Total liabilities	18,033,987			16,745,578

MEMBERS’ CAPITAL	77,498,750			84,434,315
TOTAL LIABILITIES AND MEMBERS’ CAPITAL	$	95,532,737		$	101,179,893

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAYMAKER MINERALS & ROYALTIES, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Six months ended June 30,
	2018			2017
OPERATING REVENUES
Crude oil and condensate sales	$	5,621,833		$	4,306,970
Natural gas sales	1,277,575			1,613,075
Natural gas liquids sales and other	907,804			509,707
Income from lease bonus	1,119,041			1,592,029
Total revenues	8,926,253			8,021,781

COSTS AND EXPENSES:
Production, ad valorem, and withholding taxes	629,955			368,641
Production expense	593,825			562,715
Depletion, depreciation and amortization	2,389,109			1,813,553
(Gain) loss on sale of assets	—			(12,870,998		)
General and administrative	3,281,048			3,077,889
Total costs and expenses	6,893,937			(7,048,200		)

INCOME FROM OPERATIONS	2,032,316			15,069,981

OTHER INCOME (EXPENSES)
Gain (loss) on derivatives	(632,594		)	1,699,155
Interest expense	(398,643		)	(929,159		)
Loss on debt extinguishment	—			(265,061		)
Other income (expense)	17,710			—
Total other income (expense)	(1,013,527		)	504,935

INCOME TAX EXPENSE (BENEFIT)	(566		)	(3,918		)

NET INCOME	$	1,019,355		$	15,578,834

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAYMAKER MINERALS & ROYALTIES, LLC

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS’ CAPITAL (UNAUDITED)

BALANCE AT DECEMBER 31, 2017	$	84,434,315
Net income	1,019,355
Contributions	45,080
Distributions	(8,000,000		)
BALANCE AT JUNE 30, 2018	$	77,498,750

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAYMAKER MINERALS & ROYALTIES, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,019,355		$	15,578,834
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	2,389,109			1,813,553
(Gain) loss on sale of assets	—			(12,870,998		)
Mark-to-market commodity derivative contracts
(Gain) loss on derivatives, net of settlements	632,594			(1,699,155		)
Net cash (payments) received from settlements of commodity derivatives	913,530			1,398,818
Loss on debt extinguishment	—			265,061
Amortization of deferred loan costs	81,969			170,245
Changes in operating assets and liabilities:
Accounts receivable	449,996			(173,071		)
Accounts payable and accrued expenses	1,418,081			(25,417		)
Prepaid expenses and other current assets	(20,386		)	7,106
Receivables/payables from affiliates	(38,930		)	285,157
Deferred revenue	(129,672		)	—
Net cash provided by operating activities	6,715,646			4,750,133
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of oil and natural gas properties	(199,053		)	(130,000		)
Divestitures of oil and natural gas properties	—			32,061,284
Other capital expenditures	—			(11,472		)
Net cash provided by (used in) investing activities	(199,053		)	31,919,812
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt	—			(19,414,998		)
Deferred offering costs	—			(687,559		)
Deferred loan costs	(5,439		)	—
Debt extinguishment fees	—			(31,102		)
Contributions	45,080			—
Distributions	(8,000,000		)	—
Net cash used in financing activities	(7,960,359		)	(20,133,659		)

Net increase (decrease) in cash and cash equivalents	$	(1,443,766	)	$	16,536,286

Cash and cash equivalents, beginning of period	4,535,578			1,052,713
Cash and cash equivalents, end of period	$	3,091,812		$	17,588,999

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	439,325		$	786,528

Cash paid for income taxes	$	101,628		$	16,242

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAYMAKER MINERALS & ROYALTIES, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

1. Organization and Basis of Presentation

Organization

Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (“the Company”), was formed in May 2013 by Haymaker Management Company, LLC and Kayne Anderson Energy Fund VI, LP (“Kayne’’) to own and continually acquire mineral and royalty interests in many of North America’s leading resource plays. The Company’s headquarters are located in Houston, Texas.

The Company has a contractual right to receive a fixed percentage of the oil and gas production coming from any acreage in which we own a mineral or royalty interest. The Company does not own or invest in any working interests or net profit interests which allows for the receipt of royalty revenues without having to pay any of the associated operating or capital costs related to the resource development.

In April 2016, the Company entered into a master services agreement with Haymaker Services, LLC (the “Manager”) to provide portfolio management and administrative services to the Company.

Basis of Presentation

The unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods.

Our financial results for the six months ended June 30, 2018 are unaudited and are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These unaudited financial statements should be read in conjunction with our audited annual financial statements as of and for the year ended December 31, 2017 and notes thereto.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Haymaker Holding Company, LLC (“Haymaker Holding”), Haymaker Greenfield, LLC, (“Greenfield”), and the Company. Haymaker Holding and Greenfield are both wholly owned subsidiaries of the Company. Intercompany transactions and balances have been eliminated in the consolidation.

2. Summary of Significant Accounting Policies

Significant accounting policies are described in Note 2 in the Company’s audited annual financial statements as of and for the year ended December 31, 2017. There have been no changes in such policies or the application of such policies since December 31, 2017, other than the recently adopted accounting pronouncement described below.

Recently Adopted Accounting Pronouncement

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The guidance requires entities to recognize revenue using the following five step model: identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue as the entity satisfies each performance obligation. Adoption of this standard could result in retrospective application, either in the form of recasting all prior periods presented or a cumulative adjustment to equity in the period of adoption. The guidance is effective for annual and interim periods beginning after December 15, 2017.

HAYMAKER MINERALS & ROYALTIES, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

On January 1, 2018 the Company adopted ASU 2014-09 using the modified retrospective method. The Company completed its review of a representative sample of revenue contracts covering its material revenue streams and determined that there is no impact to its consolidated financial statements, results of operations or liquidity. When comparing the Company’s historical revenue recognition to the newly applied revenue recognition under ASC 606, there was no change to the amount or timing of revenue recognized. Therefore, no quantitative adjustment was required to be made to the prior periods presented in the unaudited consolidated financial statements after the adoption of ASC 606.

Accounting Policy — Revenue from Contracts with Customers

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained from the operator of the wells in which the Company owns a royalty interest. The Company’s oil, natural gas and natural gas liquids sales from properties in which the Company owns a mineral or royalty interest are generally structured whereby the producer of the properties sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to a purchaser and the Company records revenue based on its proportionate interest when control transfers from the operator to the purchaser. The Company’s royalty income pricing provisions are tied to a market index.

Revenues from mineral and royalty interests in properties are recorded under the cash receipts approach as directly received from the operator’s statement accompanying the revenue check. Since revenue checks are generally received one to four months after the production month, the Company accrues for revenue earned but not received by estimated production volumes and product prices. The difference between the Company’s estimates and the actual amounts received for oil and natural gas sales is recorded in the month that payment is received from the operator. The Company’s royalty interests represent the right to receive royalty income from the producer once production and delivery has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities and there are no remaining performance obligations.

The Company also earns revenue from mineral lease bonuses. The Company generates lease bonus revenue by leasing its mineral interests to exploration and production companies. A lease agreement represents the Company’s contract with a customer and generally transfers the rights to any oil or natural gas discovered, grants the Company a right to a specified royalty interest, and requires that drilling and completion operations commence within a specified time period. Control is transferred to the lessee and the Company has satisfied its performance obligation when the lease agreement is executed, such that revenue is recognized when the lease bonus payment is received. At the time the Company executes the lease agreement, the Company expects to receive the lease bonus payment within a reasonable time, though in no case more than one year, such that the Company has not adjusted the expected amount of consideration for the effects of any significant financing component per the practical expedient provision in ASC 606.

3. Acquisitions & Divestitures

Divestitures

In February 2017, the Company disposed of certain assets in the Delaware basin for approximately $20.1 million, subject to customary post-closing adjustments. The divestiture resulted in a gain of $12.5 million. Total oil and natural gas properties decreased by $7.6 million, of which $4.3 million was related to proved properties and $3.3 million was related to unevaluated properties. The Company utilized the proceeds from the disposal of the assets in the Delaware basin to completely pay off its balance under the Second Lien. See Note 5—Debt for details of the Company’s extinguishment of the Second Lien.

In March 2017, the Company disposed of certain assets in the Midland basin for approximately $12.0 million, subject to customary post-closing adjustments. The divestiture resulted in a gain of approximately $0.4 million. Total oil and natural gas properties decreased by $11.6 million, of which $1.0 million was related to proved properties and $10.6 million was related to unevaluated properties.

HAYMAKER MINERALS & ROYALTIES, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

4. Derivative Contracts

The Company enters into crude oil and natural gas swap contracts as part of its strategy to economically hedge against changes in crude oil and natural gas prices and to achieve more predictable cash flows in an environment of volatile oil and gas prices. While the use of these commodity derivative instruments limits the downside risk of adverse price movements, such use may also limit the Company’s ability to benefit from favorable price movements. The Company may, from time to time, add incremental derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of the Company’s existing positions.

The fair value of open swaps reported in the condensed consolidated balance sheets may differ from that which would be realized in the event the Company terminated its position in the contract. Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the aggregate of the unrealized gain/loss on the swap contracts in an unrealized gain position. Therefore, the Company considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. A derivative counterparty of the Company is also a lender or an affiliate of a lender participating in the Company’s credit facility agreement. Additionally, risks may arise from unanticipated movements in the fair value of the underlying commodities.

Effective June 30, 2018, the Company terminated all remaining crude oil and natural gas swap positions. As a result of the termination of 39,479 Bbls of crude oil and 283,763 MMBtu of natural gas swap positions, the Company recorded a receivable of $0.7 million.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the location and amounts of the Company’s assets and liabilities measured at fair value on a recurring basis as presented within discontinued operations in the condensed consolidated balance sheet as of December 31, 2017. Balances are presented on a gross basis, prior to the application of the impact of counterparty netting. Total derivative assets and liabilities are adjusted on an aggregate basis to take into consideration the effects of master netting arrangements. All items included in the tables below are Level 2 inputs within the fair value hierarchy:

As of December 31, 2017

	Measurement Inputs	Gross Fair Value		Effect of Counterparty Netting		Net Carrying Value on Balance Sheet
Derivative assets
Derivative assets (current)	Level 2	$	2,031,116	$	—	$	2,031,116
Derivative assets (noncurrent)	Level 2	—		—		—
Derivative liabilities
Derivative liabilities (current)	Level 2	—		—		—
Derivative liabilities (noncurrent)	Level 2	—		—		—
Total		$	2,031,116	$	—	$	2,031,116

The fair value of the Company’s derivative assets and liabilities is based on a third-party industry-standard pricing model that uses market data obtained from third-party sources, including quoted forward prices for oil and gas, discount rates and volatility factors. The fair value is also compared to the values provided by the counterparty for reasonableness and is adjusted for the counterparties’ credit quality for derivative assets and the Company’s credit quality for derivative liabilities. To date, adjustments for credit quality have not had a material impact on the fair value.

The derivative asset and liability fair values reported in the condensed consolidated balance sheets are as of a particular point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. The Company typically has numerous hedge positions that span several time periods and often result in both derivative

HAYMAKER MINERALS & ROYALTIES, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

assets and liabilities with the same counterparty, which positions are all offset to a single current and as single noncurrent derivative asset or liability in the condensed consolidated balance sheets. The Company nets the fair values of its derivative assets and liabilities associated with derivative instruments executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company applies the provisions of the fair value measurement standard on a nonrecurring basis to its nonfinancial assets and liabilities. These assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments when facts and circumstances arise that indicate a need for measurement.

Fair Value of Other Financial Instruments

The Company’s other financial instruments consist of cash, receivables and payables which are classified as Level 1 under the fair value hierarchy and long-term debt, which is classified as Level 2 under the fair value hierarchy. The carrying amounts of cash, receivables, and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The fair value of the long-term debt approximates its carrying value as the interest rates are variable and reflective of market rates.

5. Debt

At June 30, 2018, the borrowing base and principal balance outstanding under the First Lien were $22.0 million and $15.5 million, respectively. At December 31, 2017, the borrowing base and principal balance outstanding under the First Lien were $22.0 million and $15.5 million, respectively.

Concurrent with the First Lien, the Company entered into a Second Lien Term Loan Credit Agreement with Wells Fargo Energy Capital, Inc. as the administrative agent (the “Second Lien”). The Second Lien provides for a maximum borrowing of $20.0 million. In February 2017, the Company paid in full the outstanding balance under the Second Lien and terminated such loan. The Company recorded a $0.3 million loss on debt extinguishment related to the repayment and termination of the Second Lien.

The interest rates elected for the First Lien at June 30, 2018 and December 31, 2017 were 4.10% and 3.57%, respectively, based on LIBOR plus the applicable margin. Accrued interest is payable at the end of each interest period and reported in the Company’s condensed consolidated balance sheets as a current payable. In addition to interest, the Company also pays a quarterly commitment fee of 0.50% per annum on the unused portion of the commitments.

All borrowings are collateralized by substantially all of the assets of the Company, and are subject to certain nonfinancial and financial covenants. At June 30, 2018 and at December 31, 2017, the most restrictive financial covenants require the Company to maintain a current ratio greater than 1.0:1.0 and a ratio of total debt to EBITDAX less than 4.0:1.0. At June 30, 2018 and December 31, 2017, the Company was in compliance with all covenants.

6. Members’ Capital

In accordance with the terms of the Company’s Limited Liability Company Agreement, the net profits and losses of the Company, and all other items of income, gain, loss, deduction, and credit of the Company, shall be allocated to each of the members for capital account and federal income tax purposes. Moreover, the Company may make distributions of available cash or other properties from time to time, as determined by the Company in its sole discretion. Pursuant to the Company’s LLC agreement (and as is customary for limited liability companies), the liabilities of the members is limited to their contributed capital.

HAYMAKER MINERALS & ROYALTIES, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

During the six months ended June 30, 2018, members’ capital contributions totaled $45 thousand.

During the six months ended June 30, 2018, the Company distributed $8.0 million of available cash in accordance with the Company’s LLC agreement.

At June 30, 2018 and December 31, 2017, unfunded capital commitments totaled $42.8 million, respectively.

7. Commitments and Contingencies

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.

Litigation

The Company is involved in disputes or legal actions arising in the ordinary course of business. Management does not believe the outcome of such disputes or legal actions will have a material adverse effect on the Company’s condensed consolidated financial statements, and no amounts have been accrued at June 30, 2018 or December 31, 2017, respectively.

8. Subsequent Events

On May 29, 2018, the Company and certain affiliates entered into a definitive agreement with Kimbell Royalty Partners, LP (“Kimbell”) to divest substantially all of the Company’s oil and gas mineral and royalty interests and other related assets for $84 million in cash and 4 million common units representing limited partner interests in Kimbell. The effective date of the transaction is April 1, 2018. The transaction closed on July 12, 2018. Pursuant to terms of the agreement, the Company paid in full the outstanding balance under the First Lien Loan at close.

On July 13, 2018, the Company distributed $56.8 million to Kayne and $0.2 million to Haymaker Management from the proceeds of the sale.

The Company has evaluated subsequent events through September 10, 2018, the date these financial statements were available to be issued, and has concluded that no other events need to be reported in relation to this period.

Exhibit 99. 2

HAYMAKER PROPERTIES, L.P.

CONDENSED BALANCE SHEETS (UNAUDITED)

	June 30, 2018			December 31, 2017

Assets
Current assets
Cash and cash equivalents	$	3,060,329		$	1,979,304
Accounts receivable
Oil, natural gas and natural gas liquids receivables	4,952,387			5,668,982
Other	142,383			75,525
Receivables from affiliates	23,601			112,567
Prepaid expenses	72,594			60,096
Short-term derivative asset	—			202,070
Total current assets	8,251,294			8,098,544

Property and equipment, net
Oil and natural gas properties, full cost method
Proved properties	65,110,994			63,040,178
Unevaluated properties	19,401,795			23,417,587
Total oil and natural gas properties, at cost	84,512,789			86,457,765
Accumulated depletion and impairment	(25,340,878		)	(21,651,958		)
Total oil and natural gas properties, net	59,171,911			64,805,807

Noncurrent assets
Long-term derivative asset	—			191,475
Deferred loan costs, net	302,459			361,000
Total noncurrent assets	302,459			552,475

Total assets	$	67,725,664		$	73,456,826

Liabilities and partners’ capital
Current liabilities
Accounts payable	$	2,031,871		$	1,462,586
Current income tax payable	—			747,833
Other accrued expenses	3,595,305			529,065
Accrued interest	4,805			6,147
Total current liabilities	5,631,981			2,745,631

Noncurrent liabilities
Debt	20,349,082			20,349,082
Total noncurrent liabilities	20,349,082			20,349,082
Total liabilities	25,981,063			23,094,713

Commitments and contingencies (Note 8)
Partners’ capital
Limited partners	41,744,601			50,362,113
General partner	—			—

Total liabilities and partners’ capital	$	67,725,664		$	73,456,826

The accompanying notes are an integral part of these condensed financial statements.

HAYMAKER PROPERTIES, L.P.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Six Months Ended,
	June 30, 2018			June 30, 2017
Revenues
Crude oil and condensate sales	$	2,930,717		$	3,000,553
Natural gas sales	9,995,501			14,283,520
Natural gas liquids sales and other	1,502,451			2,075,085
Income from lease bonus	259,445			458,293
Total revenues	14,688,114			19,817,451

Costs and expenses
Production, ad valorem and withholding taxes	746,704			747,582
Production expense	1,709,692			1,785,498
Depletion, depreciation and amortization	3,744,033			4,802,801
General and administrative expenses	4,834,483			4,289,686
Gain on sale of assets	—			(83,645,029		)
Total costs and expenses	11,034,912			(72,019,462		)

Income from operations	3,653,202			91,836,913

Other income (expense)
Gain (loss) on derivatives	(736,696		)	1,694,995
Interest expense	(538,704		)	(443,198		)
Other income	4,686			1,918
Total other income (expense)	(1,270,714		)	1,253,715

Net income	$	2,382,488		$	93,090,628

HAYMAKER PROPERTIES, L.P.

CONDENSED STATEMENT OF PARTNERS’ CAPITAL (UNAUDITED)

	Limited Partners			General Partner
BALANCE AT DECEMBER 31, 2017	$	50,362,113		$	—
Distributions	(11,000,000		)	—
Net income	2,382,488
BALANCE AT JUNE 30, 2018	$	41,744,601		$	—

The accompanying notes are an integral part of these condensed financial statements.

HAYMAKER PROPERTIES, L.P.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended,
	June 30, 2018			June 30,2017
Cash flows from operating activities:
Net income	$	2,382,488		$	93,090,628

Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation and amortization	3,744,033			4,802,801
Gain on sale of assets	—			(83,645,029		)
Amortization of deferred loan costs	58,541			58,541
Equity-based compensation	—			589,608
Mark-to-market commodity derivative contracts
(Gain) loss on derivatives	736,696			(1,694,995		)
Net cash (payments) received from settlements of commodity derivative contracts	191,614			(444,621		)
Change in operating assets & liabilities
Accounts receivable	716,595			(1,575,412		)
Receivable from affiliate	88,966			603,617
Accounts payable and accrued expenses	2,284,727			188,801
Prepaid expenses	(12,498		)	5,055
Net cash provided by operating activities	10,191,162			11,978,994

Cash flows from investing activities:
Acquisition of oil and natural gas properties	—			(8,416		)
Escrow deposit for Chesapeake properties	—			1,471,002
Divestiture of oil and natural gas properties	1,889,863			117,657,807
Net cash provided by investing activities	1,889,863			119,120,393

Cash flows from financing activities:
Deferred offering costs	—			(1,269,656		)
Distributions	(11,000,000		)	(130,892,880		)
Net cash used in financing activities	(11,000,000		)	(132,162,536		)

Net increase (decrease) in cash and cash equivalents	1,081,025			(1,063,149		)

Cash and cash equivalents at the beginning of the period	1,979,304			3,452,547

Cash and cash equivalents at the end of the period	$	3,060,329		$	2,389,398

Supplemental disclosure of cash flow information:
Cash paid for interest	$	481,505		$	384,657

Cash paid for taxes	$	747,833		$	—

The accompanying notes are an integral part of these condensed financial statements.

HAYMAKER PROPERTIES, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months Ended June 30, 2018 and 2017

1. Organization and Basis of Presentation

Organization

Haymaker Properties, L.P., (the “Partnership”), was formed on December 2, 2015 as a Delaware limited partnership by Haymaker Management Company, LLC (“Management”) and affiliates of Kohlberg Kravis Roberts & Co. L.P. The Partnership was created to acquire and maintain a diversified mix of oil and natural gas mineral and royalty interests in many of North America’s leading resource plays. The Partnership is 100% owned by Haymaker Resources, LP (“Haymaker Resources”). Haymaker Resources is owned 99% by Haymaker Resources GP, LLC (the “General Partner”) and 1% owned by Management. The Partnership’s headquarters are located in Houston, Texas.

The Partnership has a contractual right to receive a fixed percentage of the oil and gas production coming from any acreage in which we own a mineral or royalty interest. The Partnership does not own or invest in any working interests or net profit interests which allows for the receipt of royalty revenues without having to pay any of the associated operating or capital costs related to the resource development.

On January 28, 2016, the Partnership entered into a master services agreement with Haymaker Services, LLC (the “Manager”) to provide portfolio management and administrative services.

Basis of Presentation

These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods.

Our financial results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These unaudited financial statements should be read in conjunction with our audited annual financial statements as of and for the year ended December 31, 2017 and notes thereto.

2. Summary of Significant Accounting Policies

Significant accounting policies are described in Note 2 in the Partnership’s audited annual financial statements as of and for the year ended December 31, 2017. There have been no changes in such policies or the application of such policies since December 31, 2017, other than the recently adopted accounting pronouncement described below.

Recently Adopted Accounting Pronouncements

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows — Restricted Cash. This update affects entities that have restricted cash or restricted cash equivalents. The guidance will be effective for the Partnership for fiscal years and interim periods beginning after December 15, 2017 and is required to be adopted using a retrospective approach, with early adoption permitted. The Partnership adopted ASU 2016-18 effective January 1, 2018. Adoption of this standard did not have an impact on the Partnership’s financial statements or disclosures. As of June 30, 2018 and December 31, 2017, the Partnership had no restricted cash.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues, including presentation of debt prepayment or debt extinguishment costs, with the objective of reducing the existing diversity in practice. The guidance will be

HAYMAKER PROPERTIES, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) — Continued

For the Six Months Ended June 30, 2018 and 2017

effective for the Partnership for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted. Entities that elect early adoption must adopt all of the amendments in the same period. The Partnership adopted this standard effective January 1, 2018. Adoption of this standard did not have a material impact on the Partnership’s financial statements.

On January 1, 2018 the Partnership adopted ASU 2014-09 using the modified retrospective method. The Partnership completed its review of a representative sample of revenue contracts covering its material revenue streams and determined that there is no impact to its financial statements, results of operations or liquidity. When comparing the Partnership’s historical revenue recognition to the newly applied revenue recognition under ASC 606, there was no change to the amount or timing of revenue recognized. Therefore, no quantitative adjustment was required to be made to the prior periods presented in the unaudited financial statements after the adoption of ASC 606.

Accounting Policy — Revenue from Contracts with Customers

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Partnership owns a royalty interest. The Partnership’s oil, natural gas and natural gas liquids sales from properties in which the Partnership owns a mineral or royalty interest are generally structured whereby the producer of the properties in which the Partnership owns a royalty interest sells the Partnership’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Partnership collects its percentage royalty based on the revenue generated by the sale of the oil, natural gas and natural gas liquids. The Partnership recognizes revenue when control transfers to the purchaser based on the Partnership’s percentage ownership share of the revenue. The Partnership’s royalty income pricing provisions are tied to a market index.

Revenues from mineral and royalty properties are recorded under the cash receipts approach as directly received from the operator’s statement accompanying the revenue check. Since the revenue checks are generally received one to four months after the production month, the Partnership estimates and accrues for revenue earned but not received by estimated production volumes and product prices. The difference between the Partnership’s estimates and the actual amounts received for oil and natural gas sales is recorded in the month that payment is received from the third party. The Partnership’s royalty interests represent the right to receive royalty income from the producer once production and delivery has occurred, at which point payment is unconditional. Accordingly, the Partnership’s royalty income contracts do not give rise to contract assets or liabilities and there are no remaining performance obligations.

The Partnership also earns revenue from mineral lease bonuses. The Partnership generates lease bonus revenue by leasing its mineral interests to exploration and production companies. A lease agreement represents the Partnership’s contract with a customer and generally transfers the rights to any oil or natural gas discovered, grants the Partnership a right to a specified royalty interest, and requires that drilling and completion operations commence within a specified time period. Control is transferred to the lessee and the Partnership has satisfied its performance obligation when the lease agreement is executed, such that revenue is recognized when the lease bonus payment is received. At the time the Partnership executes the lease agreement, the Partnership expects to receive the lease bonus payment within a reasonable time, though in no case more than one year, such that the

HAYMAKER PROPERTIES, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) — Continued

For the Six Months Ended June 30, 2018 and 2017

Partnership has not adjusted the expected amount of consideration for the effects of any significant financing component per the practical expedient provision in ASC 606.

3. Divestitures

In April 2018, the Partnership disposed of certain assets in West Virginia for approximately $1.1 million, subject to customary post-closing adjustments. The divestiture was reflected as a reduction to the full cost pool, as such, no gain or loss on sales of oil and natural gas properties was recognized.

In February 2018, the Partnership disposed of certain assets in Oklahoma for approximately $0.6 million, subject to customary post-closing adjustments. The divestiture was reflected as a reduction to the full cost pool, as such, no gain or loss on sales of oil and natural gas properties was recognized.

In January 2018, the Partnership disposed of certain assets in Texas for approximately $0.2 million, subject to customary post-closing adjustments. The divestiture was reflected as a reduction to the full cost pool, as such, no gain or loss on sales of oil and natural gas properties was recognized.

In April 2017, the Partnership disposed of certain assets in the Delaware basin for approximately $17.1 million, subject to customary post-closing adjustments. The divestiture resulted in a gain of approximately $17.0 million. Total oil and natural gas properties decreased by $0.1 million, all of which was related to proved properties.

In February and March 2017, the Partnership disposed of certain assets in the Appalachian basin for approximately $61.1 million, subject to customary post-closing adjustments. As of June 30, 2018, the Partnership has paid $0.5 million related to post-closing adjustments. The divestiture resulted in a gain of approximately $29.0 million. Total oil and natural gas properties decreased by $31.6 million, of which, $3.9 million was related to proved properties and $27.7 million was related to unevaluated properties.

In February 2017, the Partnership disposed of certain assets in the Delaware basin for approximately $39.7 million, subject to customary post-closing adjustments. As of June 30, 2018, the Partnership has paid $0.1 million related to post-closing adjustments. The divestiture resulted in a gain of approximately $37.6 million. Total oil and natural gas properties decreased by $2.0 million, all of which was related to proved properties.

4. Related Party Transactions

The Partnership utilizes the Manager to process all shared general and administrative costs on its behalf and then allocate to the Partnership a percentage representative of costs that directly benefited the Partnership. Such allocated costs are reported in the Partnership’s Statements of Operations as part of general and administrative expenses.

The Partnership generally provides funds to Manager in advance based on an estimate of allocated expenses. As a result of these transactions, the net amount receivable from or payable to Manager is reported in the Partnership’s Balance Sheets as Receivables from affiliates or Payables to affiliates. At June 30, 2018 and December 31, 2017, the net amount due from the Manager was approximately $24 thousand and $0.1 million, respectively.

5. Derivative Contracts

The Partnership enters into crude oil and natural gas swap contracts as part of its strategy to economically hedge against changes in crude oil and natural gas prices and to achieve more predictable cash flows in an environment of volatile oil and gas prices. While the use of these commodity derivative instruments limits the downside risk of adverse price movements, such use may also limit the Partnership’s ability to benefit from favorable price movements. The Partnership may, from time to time, add incremental derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current

HAYMAKER PROPERTIES, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) — Continued

For the Six Months Ended June 30, 2018 and 2017

contracts in order to realize the current value of the Partnership’s existing positions.

The fair value of open swaps reported in the Balance Sheets may differ from that which would be realized in the event the Partnership terminated its position in the contract. Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the aggregate of the unrealized gain/loss on the swap contracts in an unrealized gain position as well as any collateral posted with the counterparty. Therefore, the Partnership considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. A derivative counterparty of the Partnership is also a lender in the Partnership’s credit facility agreement. Additionally, risks may arise from unanticipated movements in the fair value of the underlying commodities.

Effective June 30, 2018, the Partnership terminated all of its remaining crude oil and natural gas commodity derivative positions. As a result of the termination of 64,200 Bbls of crude oil and 1,545,600 MMbtu of natural gas swap positions, the Partnership recorded a payable of $0.6 million. Upon termination of 1,728,100 MMbtu of natural gas swap positions, the Partnership also recorded a receivable of $0.1 million.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize the location and amounts of the Partnership’s assets and liabilities measured at fair value on a recurring basis as presented in the Balance Sheets as of December 31, 2017. Balances are presented on a gross basis, prior to the application of the impact of counterparty and collateral netting. No collateral was posted at December 31, 2017. Total derivative assets and liabilities are adjusted on an aggregate basis to take in to consideration the effects of master netting arrangements. All items included in the tables below are Level 2 inputs within the fair value hierarchy:

As of December 31, 2017

	Measurement Inputs	Gross Fair Value			Effect of Counterparty Netting			Net Carrying Value on Balance Sheet
Derivative assets
Derivative assets (current)	Level 2	$	230,727		$	(28,657	)	$	202,070
Derivative assets (noncurrent)	Level 2	199,493			(8,018		)	191,475
Derivative liabilities
Derivative liabilities (current)	Level 2	(28,657		)	28,657			—
Derivative liabilities (noncurrent)	Level 2	(8,018		)	8,018			—
Total		$	393,545		$	—		$	393,545

The fair value of the Partnership’s derivative assets and liabilities is based on a third-party valuation that uses market data obtained from third-party sources, including quoted forward prices for oil and gas, discount rates and volatility factors. The fair value is also compared to the values provided by the counterparty for reasonableness and are adjusted for the counterparties’ credit quality for derivative assets and the Partnership’s credit quality for derivative liabilities. To date, adjustments for credit quality have not had a material impact on the fair values.

The derivative asset and liability fair values reported in the Balance Sheets are as of a particular point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. The Partnership typically has numerous hedge positions that span several time periods and often result in both derivative assets and liabilities with the same counterparty, which positions are all offset to a single current and a single noncurrent derivative asset or liability in the Balance Sheets. The Partnership nets the fair values of its derivative assets and liabilities associated with derivative instruments executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract.

HAYMAKER PROPERTIES, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) — Continued

For the Six Months Ended June 30, 2018 and 2017

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Partnership applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities. These assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments when facts and circumstances arise that indicate a need for measurement.

Fair Value of Other Financial Instruments

The Partnership’s other financial instruments consist of cash, receivables and payables which are classified as Level 1 under the fair value hierarchy and long-term debt, which is classified as Level 2 under the fair value hierarchy. The carrying amounts of cash, receivables, and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The fair value of the long-term debt approximates its carrying value as the interest rates are variable and reflective of market rates.

6. Debt

In February 2017, as a result of the 2017 divestitures, the Partnership’s borrowing base was reduced from $36.0 million to $33.0 million. In November 2017, the Partnership’s borrowing base was reaffirmed at $36.0 million. At June 30, 2018 and December 31, 2017, the borrowing base and principal balance outstanding were $36.0 million and $20.3 million, respectively.

At June 30, 2018 and December 31, 2017, the interest rate elected for the loan was 4.38% and 3.88% based on LIBOR plus the applicable margin, respectively.

All borrowings are collateralized by substantially all of the assets of the Partnership and are subject to certain nonfinancial and financial covenants. At June 30, 2018 and at December 31, 2017, the most restrictive financial covenants require the Partnership to maintain a current ratio greater than 1.0:1.0 and a ratio of total debt to EBITDAX less than 4.0:1.0. At June 30, 2018 and December 31, 2017, the Partnership was in compliance with all covenants.

7. Partners’ Capital

Under the terms of the Partnership’s Limited Partnership Agreement (“LP Agreement”), profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership. The Partnership may make distributions of available cash at the times and amounts determined by the General Partner and allocated among the partners of the Partnership in the same proportion as their capital account balances. Pursuant to the Partnership’s LP Agreement, the Limited Partner does not have any liability for the obligations and liabilities of the Partnership.

For the six months ended June 30, 2018 and 2017, the Partnership distributed $11.0 million and $130.9 million of available cash in accordance with the Partnership’s LP Agreement, respectively.

8. Commitments and Contingencies

The Partnership 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.

The Partnership is involved in disputes or legal actions arising in the ordinary course of business. Management does not believe the outcome of such disputes or legal actions will have a material adverse effect on the Partnership’s condensed financial statements, and no amounts have been accrued at June 30, 2018 or December 31, 2017, respectively.

HAYMAKER PROPERTIES, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) — Continued

For the Six Months Ended June 30, 2018 and 2017

9. Equity-based compensation

Pursuant to the Series B Interest Award Agreement dated January 28, 2016 (“Grant date”), Haymaker Resources granted Series B interests to key employees. The compensation cost associated with the Series B interests is reflected on the Partnership’s Statements of Operations as services are provided. The Series B interests are profits interests in the Partnership that vest ratably over one year and qualify for distributions in accordance with the waterfall calculation defined per the Partnership Agreement.

Series B interests are accounted for as equity-based compensation under ASC 718. The Partnership utilized the Backsolve method within the Option Pricing Model (“OPM”) framework to determine the grant date fair value of these awards. The Partnership utilizes the estimated weighted average of the Partnership’s expected fund life dependent on various exit scenarios to estimate the expected term of the awards. Expected volatility is based on the volatility of historical stock prices of the Partnership’s peer group. The risk-free rates are based on the yields of U.S. Treasury instruments with comparable terms.

Compensation cost related to the Series B interests is based on the fair value as of the Grant date of the award and is recognized ratably over the one-year requisite service period. Series B interests are issued to employees in return for services provided. Additionally, Series B interests do not settle upon distribution and continue to retain profits in future distributions of the Partnership. The non-cash equity-based compensation expense expected to be recognized as of the grant date is $7.1 million. For the six months ended June 30, 2017, $0.6 million was recognized as non-cash equity-based compensation expense in the Partnership’s Statements of Operations with an offset to partners’ capital. There was no non-cash equity-based compensation expense recognized in the Partnership’s Statements of Operations for the six months ended June 30, 2018.

The following table summarizes the Series B activity:

		Series B Equity-based Compensation Awards
Outstandng as of December 31, 2017		100
Granted		—
Forfeited		—
Outstanding as of June 30, 2018		100

10. Subsequent Events

On May 29, 2018, Haymaker Resources and certain affiliates entered into a definitive agreement with Kimbell Royalty Partners, LP (“Kimbell”) to divest all of its interest in the Partnership for $126 million in cash and 6 million common units representing limited partner interests in Kimbell. The effective date of the transaction is April 1, 2018. The transaction closed on July 12, 2018.

On July 12, 2018, as part of the transaction with Kimbell, the Partnership paid in full the principal balance outstanding under the credit facility.

The Partnership has evaluated subsequent events through September 10, 2018, the date these condensed financial statements were available to be issued, and has concluded that no other events need to be reported in relation to this period.

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Statements

On July 12, 2018 (the “ Closing Date ”), Kimbell Royalty Partners, LP, a Delaware limited partnership (“ Kimbell ” or the “ Partnership ”), completed its acquisition (the “ Acquisition ”) of (i) all of the equity interests in certain subsidiaries owned by Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (“ Haymaker Minerals ”), pursuant to the Securities Purchase Agreement, dated as of May 28, 2018, by and among Kimbell, Haymaker Minerals and Haymaker Services, LLC, a Delaware limited liability company (“ Haymaker Services ”), and (ii) all of the equity interests in certain subsidiaries, including Haymaker Properties, L.P. (“ Haymaker Properties ”), owned by Haymaker Resources, LP, a Delaware limited partnership (“ Haymaker Resources ” and, together with Haymaker Minerals, the “ Haymaker Sellers ”), pursuant to the Securities Purchase Agreement, dated as of May 28, 2018, by and among Kimbell, Haymaker Resources and Haymaker Services (the “ Haymaker Resources Purchase Agreement ”). The aggregate consideration for the Acquisition consisted of approximately $216.3 million in cash (including amounts held in escrow, after standard pre-closing adjustments) and the issuance of 10 million common units representing limited partner interests (“ Common Units ”), resulting in a total valuation of approximately $451.7 million based on a closing price of $23.54 per unit for Kimbell’s Common Units as of the Closing Date. The completion of the Acquisition is referred to herein as the “ Haymaker Closing ” and, the entities in which Kimbell acquired equity interests, the “ Haymaker Subsidiaries .” Prior to the Closing Date, EIGF Aggregator III LLC, a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Haymaker Management, LLC, a Texas limited liability company (each of the preceding entities, together with Haymaker Minerals, the “ Haymaker Holders ”), were designated as the recipients of the portion of the Common Units issued as consideration in connection with the Haymaker Resources Purchase Agreement.

Simultaneous with the Haymaker Closing, Kimbell completed the private placement (the “ Preferred Unit Private Placement ”) of 110,000 Series A Cumulative Convertible Preferred Units (the “ Series A Preferred Units ”) to certain affiliates of Apollo Capital Management, L.P. (collectively, the “ Series A Purchasers ”) for gross proceeds of $110 million, pursuant to the Preferred Unit Purchase Agreement, dated as of May 28, 2018, by and among Kimbell and the Series A Purchasers.

At the time of the Haymaker Closing, Kimbell also entered into an amendment (the “ Credit Agreement Amendment ”) to Kimbell’s existing Credit Agreement, dated as of January 11, 2017 (the “ Original Credit Agreement ” and, the Original Credit Agreement as amended by the Credit Agreement Amendment, the “ Amended Credit Agreement ”), by and among the Partnership, certain subsidiaries of the Partnership as guarantors, Frost Bank, as administrative agent, and the other lenders party thereto. The Credit Agreement Amendment increased commitments under the Amended Credit Agreement, resulting in a fully underwritten $200 million revolving credit facility.

The Board of Directors of Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership, approved on July 2, 2018, subject to approval of the holders of a majority of the outstanding Common Units and Series A Preferred Units (voting together as a class), that the Partnership change its U.S. federal income tax status from a “partnership” to a “corporation” by means of a “check-the-box” election (the “ Tax Election ”). Following the Tax Election, the Partnership will be treated as an entity taxable as a corporation for U.S. federal income tax purposes and the Partnership will pay entity-level U.S. federal income tax, currently at a flat rate of 21% on its taxable income, if any.

On the day immediately prior to the effectiveness of the Tax Election, (i) the Partnership’s equity interest in Kimbell Royalty Operating, LLC, a Delaware limited liability company (the “ Operating Company ”), will be recapitalized into 13,886,204 newly issued common units of the Operating Company (“ OpCo Common Units ”) and 110,000 newly issued Series A Cumulative Convertible Preferred Units of the Operating Company (“ OpCo Series A Preferred Units ”), (ii) the Haymaker Holders and the Kimbell Art Foundation will deliver and assign to the Partnership the 10,000,000 and 2,953,258 Common Units they own, respectively, in exchange for (a) 10,000,000 and 2,953,258 newly issued Class B common units representing limited partner interests in the Partnership (the “ Class B Units ”), respectively, and (b) 10,000,000 and 2,953,258 newly issued OpCo Common Units, respectively, (iii) the Limited Liability Company Agreement of the Operating Company will be amended and restated to reflect the foregoing transactions, and (iv) the Second Amended and Restated Agreement of Limited Partnership of the Partnership will be amended and restated to reflect the foregoing transactions (together with the Tax Election, the “ Up-C Transaction ”). Following the Up-C Transaction, the Partnership will pay U.S. federal income tax on income allocated from its ownership of OpCo Common Units and OpCo Series A Preferred Units. There will be no step-up in tax basis on OpCo Common Units or OpCo Series A Preferred Units as a result of the Up-C Transaction and no tax receivable agreement between the Partnership and the Haymaker Holders and the Kimbell Art Foundation. The Acquisition, Preferred Unit Private Placement, the Credit Agreement Amendment and the Up-C Transaction are collectively referred to herein as the “ Pro Forma Transactions .”

The following unaudited pro forma condensed combined balance sheet of Kimbell as of June 30, 2018 and the unaudited pro forma condensed combined statements of operations of Kimbell for the six months ended June 30, 2018 and for the year ended December 31, 2017 are based on the unaudited financial statements as of and for the six months ended June 30, 2018 and the audited financial statements for the year ended December 31, 2017 of Kimbell, Haymaker Minerals and Haymaker Properties. The effect of the Tax Cuts and Jobs Act signed into law on December 22, 2017 has been included in the unaudited pro forma condensed combined balance sheet of Kimbell as of June 30, 2018 and in the unaudited pro forma condensed combined statements of operations of Kimbell

for the six months ended June 30, 2018 and for the year ended December 31, 2017.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017 and the unaudited pro forma condensed combined balance sheet as of June 30, 2018 have been prepared to reflect the Pro Forma Transactions. The pro forma financial data is presented as if the Pro Forma Transactions had occurred on June 30, 2018 for the purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2018 and on January 1, 2017 for the purposes of the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017.

The unaudited pro forma adjustments are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. The notes to the unaudited pro forma condensed combined statements provide a detailed discussion of how such adjustments were derived and presented in the unaudited pro forma financial information.

The unaudited pro forma condensed combined financial information has been prepared to reflect adjustments to the Partnership’s historical financial information that are (i) directly attributable to the Pro Forma Transactions and (ii) factually supportable, and with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the Partnership’s results.

These unaudited pro forma condensed combined financial statements are for informational purposes only and do not purport to represent what the Partnership’s financial position and results of operations would have been had the Acquisition occurred on the dates indicated. These unaudited pro forma condensed combined financial statements should not be used to project the Partnership’s financial performance for any future period. A number of factors may affect the Partnership’s results. Please read “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “ Form 10-K ”) and the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in the Partnership’s business.

The unaudited pro forma condensed combined financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Form 10-K, the unaudited consolidated financial statements and notes thereto contained in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and each of the historical financial statements and notes thereto of each of Haymaker Minerals and Haymaker Properties, as filed herewith by the Partnership with the Commission.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2018

	Kimbell			Pro Forma Adjustments			Pro Forma

Assets
Current assets:
Cash and cash equivalents	$	8,334,632		$	(216,320,376	)(A)	$	(3,531,358	)
				101,724,755		(B)
				102,729,631		(C)
Oil, natural gas and NGL receivables	6,597,763			—			6,597,763
Accounts receivable and other current assets	226,641			—			226,641

Total current assets	15,159,036			(11,865,990		)	3,293,046

Property and equipment, net	107,889			—			107,889

Oil and natural gas properties
Oil and natural gas properties, using full cost method of accounting	287,050,787			169,395,141		(A)	456,445,928
Unevaluated properties				282,325,235		(A)	282,325,235
Less: accumulated depreciation, depletion, accretion and impairment	(77,946,337		)	—			(77,946,337		)

Total oil and natural gas properties	209,104,450			451,720,376			660,824,826

Long term derivative asset				—			—
Deposits on oil and natural gas properties	23,533,243						23,533,243
Other assets	1,189,994						1,189,994
Loan origination costs, net	223,958			3,275,245		(B)	3,499,203
Deferred tax assets	—			8,513,953		(M)	8,513,953

Total assets	$	249,318,570		$	451,643,584		$	700,962,154

Liabilities and equity
Current liabilities:
Accounts payable	$	5,239,072		$	—		$	5,239,072
Current income taxes payable	—			694,905		(M)	694,905
Other current liabilities	1,226,727			—			1,226,727
Commodity derivative liabilities	400,798			—			400,798

Total current liabilities	6,866,597			694,905			7,561,502

Commodity derivative liabilities	599,561			—			599,561
Long-term debt	42,972,997			105,000,000		(B)	147,972,997
Total liabilities	50,439,155			105,694,905			156,134,060

Commitments and contingencies

Equity

Series A Preferred Units, 110,000 units issued and outstanding	—			102,729,631		(C)	102,729,631

Partners’ capital	198,879,415			235,400,000		(A)	442,098,463
				7,819,048		(M)

Total liabilities and equity	$	249,318,570		$	451,643,584		$	700,962,154

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2018

	Kimbell			Haymaker Properties			Haymaker Minerals			Pro Forma Adjustments			Pro Forma
Oil, natural gas and NGL revenues	$	22,422,590		$	—		$	—		$	22,235,881	(D)	$	43,504,576
										(368,124		)(F)
										(785,771		)(E)
Crude oil and condensate sales	—			2,930,717			5,621,833			(8,552,550		)(D)	—

Natural gas sales	—			9,995,501			1,277,575			(11,273,076		)(D)	—
Natural gas liquids sales and other	—			1,502,451			907,804			(2,410,255		)(D)	—
Income from lease bonus	—			259,445			1,119,041			368,124		(F)	1,746,610
Loss on commodity derivative instruments	(823,354		)	—			—			—			(823,354		)
Total revenues	21,599,236			14,688,114			8,926,253			(785,771		)	44,427,832

Costs and expenses
Production and ad valorem taxes	1,621,397			—			—			1,276,388		(G)	2,897,785
Production ad valorem, and withholding taxes	—			746,704			629,955			(1,276,388		)(G)	—
										(100,271		)(E)
Production expense	—			1,709,692			593,825			(2,288,924		)(H)	—
										(14,593		)(E)
Depreciation, depletion and accretion expense	7,887,302			3,744,033			2,389,109			(6,133,142		)(A)	16,634,274
										8,746,972		(A)
Impairment of oil and natural gas properties	54,753,444			—			—			—			54,753,444
Marketing and other deductions	1,178,875			—			—			2,288,924		(H)	3,467,799
General and administrative expense	6,770,794			4,834,483			3,281,048			(5,458,064		)(N)	9,428,261

Total costs and expenses	72,211,812			11,034,912			6,893,937			(2,959,098		)	87,181,563

Operating (loss) income	(50,612,576		)	3,653,202			2,032,316			2,173,327			(42,753,731		)

Other income (expense)
Gain (loss) on derivatives	—			(736,696		)	(632,594		)	1,369,290		(I)	—
Interest expense	(833,600		)	(538,704		)	(398,643		)	1,770,947		(B)	(3,875,768		)
										(3,875,768		)(B)
Other income	—			4,686			17,710			(22,396		)(O)	—
Total other income (expense)	(833,600		)	(1,270,714		)	(1,013,527		)	(757,927		)	(3,875,768		)

Income (loss) before income taxes	(51,446,176		)	2,382,488			1,018,789			1,415,400			(46,629,499		)

Income tax expense (benefit)	—			—			(566		)	(5,884,457		)(L)	(5,885,023		)

Net (loss) income	$	(51,446,176	)	$	2,382,488		$	1,019,355		$	7,299,857		$	(40,744,476	)

Net income (loss) per Common Unit
Basic	$	(3.14	)										$	(1.55	)
Diluted	$	(3.14	)										$	(1.55	)
Weighted average Common Unit outstanding
Basic	16,361,619									10,000,000			26,361,619
Diluted	16,361,619									10,000,000			26,361,619
Distributions declared and paid per Common Unit	$	0.43											$	0.43

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2017

	Kimbell Period from February 8, 2017 to December 31, 2017			Pro Forma Kimbell Period from January 1, 2017 to February 7, 2017 (1)		Haymaker Properties			Haymaker Minerals			Pro Forma Adjustments			Pro Forma

Oil, natural gas and NGL revenues	$	30,665,092		$	3,515,409	$	—		$	—		$	44,986,176	(D)	$	76,695,440
												(721,172		)(F)
												(1,750,065		)(E)
Crude oil and condensate sales	—			—		5,198,807			8,412,906			(13,611,713		)(D)	—
Natural gas sales	—			—		23,802,198			3,104,569			(26,906,767		)(D)	—
Natural gas liquids sales and other	—			—		3,346,480			1,121,216			(4,467,696		)(D)	—
Income from lease bonus	—			—		659,552			2,535,014			721,172		(F)	3,915,738
Loss on commodity derivative instruments	(318,829		)			—			—			—			(318,829		)
Total revenues	30,346,263			3,515,409		33,007,037			15,173,705			(1,750,065		)	80,292,349

Costs and expenses
Production and ad valorem taxes	2,452,058			261,760		—			—			2,896,789		(G)	5,610,607
Production ad valorem, and withholding taxes	—			—		2,009,528			918,933			(2,896,789		)(G)	—
												(31,672		)(E)
Production expense	—			—		3,616,353			1,107,389			(4,392,854		)(H)	—
												(330,888		)(E)
Depreciation, depletion and accretion expense	15,546,341			1,477,274		8,821,353			3,794,983			(12,616,336		)(A)	35,144,929
												18,121,314		(A)
Marketing and other deductions	1,648,895			167,222		—			—			4,392,854		(H)	6,208,971
General and administrative expense	8,191,792			930,181		8,152,102			6,344,052			—			23,618,127
Gain on sale of assets						(83,633,721		)	(12,870,998		)	96,504,719		(E)	—

Total costs and expenses	27,839,086			2,836,437		(61,034,385		)	(705,641		)	101,647,137			70,582,634

Operating income	2,507,177			678,972		94,041,422			15,879,346			(103,397,202		)	9,709,715

Other income (expense)
Gain on derivatives	—			—		2,289,723			917,330			(3,207,053		)(I)	—
Interest expense	(791,437		)	—		(909,604		)	(1,549,482		)	3,250,523		(B)	(7,751,536		)
	—			—		—			—			(7,751,536		)(B)	—
Interest income	—			—		1,918			—			(1,918		)(J)	—
Loss on debt extinguishment	—			—		—			(265,061		)	265,061		(B)	—
Total other income (expense)	(791,437		)	—		1,382,037			(897,213		)	(7,444,923		)	(7,751,536		)

Income before income taxes	1,715,740			678,972		95,423,459			14,982,133			(110,842,125		)	1,958,179

Income tax expense	—					—			97,388			(97,388		)(K)	1,036,084
												1,036,084		(L)
Net income	$	1,715,740		$	678,972	$	95,423,459		$	14,884,745		$	(110,744,737	)	$	922,095

Net income (loss) per Common Unit
Basic	$	0.11													0.04
Diluted	$	0.10													0.03
Weighted average Common Unit outstanding
Basic	16,336,871											10,000,000			26,336,871
Diluted	16,455,602											15,945,946			32,401,548
Distributions declared and paid per Common Unit	$	1.20													1.20

(1) On February 8, 2017, the Partnership completed its initial public offering. The adjustment reflects the pro forma revenues, direct expenses, depletion and general and administrative expenses for the Partnership during the stub period from January 1, 2017 to February 7, 2017.

For the Six Months Ended June 30, 2018 and for the Year Ended December 31, 2017

1) Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of June 30, 2018 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017 are derived from the historical financial statements of Kimbell, Haymaker Minerals and Haymaker Properties.

2) Pro Forma Adjustments and Assumptions

The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual effects of the Pro Forma Transactions will differ from the pro forma adjustments. A general description of the pro forma adjustments is provided as follows:

A) To record the preliminary fair value assigned to the acquired oil and natural gas properties, subject to change, and eliminate the historical depreciation, depletion and accretion expense related to the acquired oil and natural gas properties. The Partnership acquired the oil and natural gas properties of the Haymaker Subsidiaries for a purchase price of approximately $451.7 million, comprising:

· Cash consideration of approximately $216.8 million, which was reduced by approximately $6.4 million of cash acquired and approximately an additional $5.9 million in capitalized transaction costs for a net amount of approximately $216.3 million.

· Equity consideration of 10,000,000 Common Units, issued at a closing price of $23.54 per unit for a value of approximately $235.4 million.

The estimated fair value assigned to oil and natural gas properties (full cost method), the estimated net proved reserves based on the Partnership’s management’s estimates, and the estimated depreciation, depletion and accretion expense related to oil and natural gas properties owned by the Haymaker Subsidiaries are as follows:

Six Months

Ended

Year Ended

June 30,

December 31,

2018

2017

Estimated

Fair Value

Estimated

Depreciation,

Using Full

Proved

Depletion and

Cost Method of

Reserves

Accretion

Accounting

(MBoe)

Expense

Oil and natural gas properties:

Proved properties

169,395,141

14,636

8,746,972

18,121,314

Unevaluated properties

282,325,235

—

Total pro forma adjustments

451,720,376

14,636

8,746,972

18,121,314

B) Reflects the Partnership’s entrance into the Credit Agreement Amendment, and increased borrowings at the closing of the Acquisition of $105.0 million.

The Amended Credit Agreement bears interest at LIBOR plus a margin of 2.5%. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017 each used an estimated 4.62% interest rate on the outstanding borrowings under the Amended Credit Facility. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017 each estimated that the Partnership had total borrowings outstanding under the Amended Credit Agreement of $148.0 million. The impact of a 1% increase in the interest rate on this amount of debt would result in an increase in interest expense of approximately $1.5 million annually, assuming that the Partnership’s indebtedness remained constant throughout the year.

The following table represents the impact of adjustments to interest expense:

	Six Months
	Ended			Year Ended
	June 30,			December 31,
	2018			2017
New secured revolving credit facility:
Interest expense	$	3,548,244		$	7,096,487
Amortization expense of loan origination costs	327,524			655,049
	3,875,768			7,751,536
Pro forma adjustment of existing debt:
Interest expense - Kimbell	(833,600		)	(791,437		)
Interest expense - Haymaker Properties	(538,704		)	(909,604		)
Interest expense - Haymaker Minerals	(398,643		)	(1,549,482		)
	(1,770,947		)	(3,250,523		)
Net adjustment to interest expense	$	2,104,821		$	4,501,013

C) To record the proceeds from the Preferred Unit Private Placement, net of related expenses.

D) Reflects the historical statement of operations related to the Acquisition, which also reflects a reclassification of approximately $22.2 million and approximately $45.0 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, related to crude oil and condensate sales, natural gas sales, and natural gas liquids sales and other in order to conform the presentation to be consistent with the Partnership’s presentation of such revenues within the oil, natural gas and NGL revenues line item in its historical statements of operations for the same periods.

E) Haymaker Minerals and Haymaker Properties sold assets to third parties prior to the Haymaker Closing. This pro forma adjustment reflects the reduction in revenues and direct expenses related to assets that were not acquired by the Partnership but that were included in the historical statements of operations of Haymaker Minerals and Haymaker Properties.

F) Reflects the reclassification of revenue related to lease bonus income that was previously recorded in the Partnership’s oil, natural gas and NGL revenues.

G) Reflects the reclassification of production, ad valorem, and withholding taxes into production and ad valorem taxes.

H) Reflects the reclassification of production expense into marketing and other deductions.

I) Reflects the elimination of the impact of Haymaker Minerals’ and Haymaker Properties’ derivative instruments, which were terminated prior to the Haymaker Closing, from their respective historical statement of operations.

J) Reflects the elimination of interest income from Haymaker Properties’ historical statement of operations related to a receivable owed to Haymaker Properties that was settled prior to the Haymaker Closing.

K) Reflects the elimination of income tax expense from Haymaker Minerals’ historical statement of operations as the Haymaker Minerals’ taxable income was taken into consideration in tick mark (L).

L) For the year ended December 31, 2017, reflects estimated incremental income tax provision associated with the Partnership’s historical statement of operations, assuming the Partnership’s earnings had been subject to federal and state income tax as a subchapter C corporation using a federal and state blended statutory tax rate of approximately 39.2% on earnings from the Partnership’s 51.7% investment in the Operating Company after giving effect to the Up-C Transaction. The tax provision also includes the effects of reducing the Partnership’s deferred tax asset in connection with the Tax Cuts and Jobs Act. For the six months ended June 30, 2018, the Partnership’s federal and state blended statutory rate is approximately 26.0% and reflects the Partnership’s 51.7% ownership in the Operating Company after giving effect to the Up-C Transaction.

M) Reflects the Partnership’s estimated current tax liability of $0.7 million associated with the Preferred Unit Private Placement and an estimated non-current net deferred tax asset of $8.5 million to record the difference between the Partnership’s net book basis and net tax basis.

N) For the six months ended June 30, 2018, Haymaker Minerals and Haymaker Properties incurred $2.2 million and $3.3 million, respectively, in transaction costs related to their divestiture to Kimbell. This proforma adjustment reflects the

reduction in general and administrative expenses related to the historical statement of operations of Haymaker Minerals and Haymaker Properties.

O) Reflects the elimination of other income from Haymaker Minerals’ and Haymaker Properties’ historical statement of operations related to revenues that are not considered to be ongoing.

3) Pro Forma Net Income (Loss) per Common Unit

Pro forma net income (loss) per Common Unit is determined by dividing the pro forma net income available to common unitholders by the number of Common Units reflected in the unaudited condensed combined pro forma financial statements. All Common Units were assumed to have been outstanding since the beginning of the periods presented. The calculation of diluted net loss per Common Unit for the six months ended June 30, 2018 excludes 438,785 non-vested, restricted Common Units issuable upon vesting and 5,945,946 additional Common Units, which represent the Series A Preferred Units on an as-converted basis, because their inclusion in the calculation would be anti-dilutive.

4) Pro Forma Supplemental Oil and Gas Reserve Information

The following pro forma standardized measure of the discounted net future cash flows and changes are applicable to the proved reserves of Kimbell, Haymaker Minerals and Haymaker Properties. The future cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

The standardized measure of discounted future net cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies prepared by management, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flows is not necessarily indicative of the fair value of the proved oil and natural gas properties of Kimbell, Haymaker Minerals and Haymaker Properties.

The data presented should not be viewed as representing the expected cash flows from, or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

A more through discussion of the assumptions used in preparing the information presented can be found in the Form 10-K, as well as in the historical financial statements and notes thereto of each of Haymaker Minerals and Haymaker Properties, as filed herewith by the Partnership with the Commission.

The following tables provide a pro forma rollforward of the total proved reserves for the year ended December 31, 2017, as well as pro forma proved developed and proved undeveloped reserves at the beginning and end of the year:

	Crude Oil and Condensate (MBbls)
	Kimbell		Haymaker Minerals		Haymaker Properties		Divestitures		Pro Forma
Net proved reserves at December 31, 2016	7,210		1,315		859		(1	)	9,383
Revisions of previous estimates (1)	(193	)	284		(4	)	(5	)	82
Purchase of minerals in place (2)	362		—		—		—		362
Extensions, discoveries and other additions (3)	505		582		91		(2	)	1,176
Divestiture of reserves (4)	—		(91	)	(107	)	—		(198	)
Production	(421	)	(183	)	(109	)	2		(711	)
Net proved reserves at December 31, 2017	7,463		1,907		730		(6	)	10,094

Net proved developed reserves
December 31, 2016	4,879		1,315		859		(1	)	7,052
December 31, 2017	5,284		1,907		730		(6	)	7,915

Net proved undeveloped reserves
December 31, 2016	2,331		—		—		—		2,331
December 31, 2017	2,179		—		—		—		2,179

(1) Revisions of previous estimates include technical revisions due to changes in commodity prices, historical and projected performance and other factors.

(2) Includes the acquisition of $29.3 million of mineral and royalty interests, the largest of which being mineral and royalty interests in the Anadarko Basin, and also includes additional mineral and royalty interests in Texas, Louisiana, Wyoming, California, North Dakota, Utah, New Mexico, Arkansas, and Kansas.

(3) Includes discoveries and additions primarily related to active drilling on our acreage in the Permian Basin, Eagle Ford Shale, Appalachia region, and the Anadarko Basin.

(4) Includes divestitures of reserves the Appalachia region.

	Natural Gas (MMcf)
	Kimbell		Haymaker Minerals		Haymaker Properties		Divestitures		Pro Forma
Net proved reserves at December 31, 2016	50,390		10,139		33,729		(795	)	93,463
Revisions of previous estimates (1)	(1,535	)	1,106		8,282		(106	)	7,747
Purchase of minerals in place (2)	16,312		—		—		—		16,312
Extensions, discoveries and other additions (3)	2,261		735		12,663		(1,329	)	14,330
Divestiture of reserves (4)	—		(164	)	(4,959	)	—		(5,123	)
Production	(3,512	)	(1,144	)	(8,728	)	351		(13,033	)
Net proved reserves at December 31, 2017	63,916		10,672		40,987		(1,879	)	113,696

Net proved developed reserves
December 31, 2016	35,172		10,139		33,729		(795	)	78,245
December 31, 2017	47,501		10,672		40,987		(1,879	)	97,281

Net proved undeveloped reserves
December 31, 2016	15,218		—		—		—		15,218
December 31, 2017	16,415		—		—		—		16,415

(1) Revisions of previous estimates include technical revisions due to changes in commodity prices, historical and projected performance and other factors.

(3) Includes discoveries and additions primarily related to active drilling on our acreage in the Permian Basin, Eagle Ford Shale, Appalachia region, and the Anadarko Basin.

(4) Includes divestitures of reserves the Appalachia region.

	Natural Gas Liquids (MBbls)
	Kimbell Royalty Partners		Haymaker Minerals		Haymaker Properties		Divestitures		Pro Forma
Net proved reserves at December 31, 2016	1,982		305		576		(7	)	2,856
Revisions of previous estimates (1)	666		95		103		(18	)	846
Purchase of minerals in place (2)	274		—		—		—		274
Extensions, discoveries and other additions (3)	91		113		147		(45	)	306
Divestiture of reserves (4)	—		(15	)	(18	)	—		(33	)
Production	(175	)	(45	)	(121	)	9		(332	)
Net proved reserves at December 31, 2017	2,838		453		687		(61	)	3,917

Net proved developed reserves
December 31, 2016	1,416		305		576		(7	)	2,290
December 31, 2017	2,202		453		687		(61	)	3,281

Net proved undeveloped reserves
December 31, 2016	566		—		—		—		566
December 31, 2017	636		—		—		—		636

(1) Revisions of previous estimates include technical revisions due to changes in commodity prices, historical and projected performance and other factors.

(3) Includes discoveries and additions primarily related to active drilling on our acreage in the Permian Basin, Eagle Ford Shale, Appalachia region, and the Anadarko Basin.

(4) Includes divestitures of reserves the Appalachia region.

	Total (Mboe)
	Kimbell Royalty Partners		Haymaker Minerals		Haymaker Properties		Divestitures		Pro Forma
Net proved reserves at December 31, 2016	17,590		3,310		7,057		(141	)	27,816
Revisions of previous estimates (1)	217		563		1,479		(41	)	2,218
Purchase of minerals in place (2)	3,355		—		—		—		3,355
Extensions, discoveries and other additions (3)	973		818		2,349		(269	)	3,871
Divestiture of reserves (4)	—		(133	)	(951	)	—		(1,084	)
Production	(1,181	)	(419	)	(1,686	)	70		(3,216	)
Net proved reserves at December 31, 2017	20,954		4,139		8,248		(381	)	32,960

Net proved developed reserves
December 31, 2016	12,157		3,310		7,057		(141	)	22,383
December 31, 2017	15,403		4,139		8,248		(381	)	27,409

Net proved undeveloped reserves
December 31, 2016	5,433		—		—		—		5,433
December 31, 2017	5,551		—		—		—		5,551

(1) Revisions of previous estimates include technical revisions due to changes in commodity prices, historical and projected performance and other factors.

(3) Includes discoveries and additions primarily related to active drilling on our acreage in the Permian Basin, Eagle Ford Shale, Appalachia region, and the Anadarko Basin.

(4) Includes divestitures of reserves the Appalachia region.

The following pro forma standardized measure of the discounted net future cash flows and changes applicable to the Kimbell, Haymaker Minerals and Haymaker Properties proved reserves reflect the effect of income taxes assuming the Partnership’s standardized measure had been subject to federal and state income tax as a subchapter C corporation using a statutory rate of 26 per cent and 51.7 per cent ownership in the Operating Partnership. The pro forma standardized measure of discounted future net cash flows was as follows as of December 31, 2017 (in thousands):

	Kimbell Royalty Partners			Haymaker Minerals			Haymaker Properties			Divestitures			Corporate Reorganization			Pro Forma
Future cash inflows	$	562,967		$	120,068		$	132,639		$	(4,575	)	$	—		$	811,099
Future production costs	(45,652		)	(9,398		)	(5,139		)	419			—			(59,770		)
Future income taxes	(2,790		)	(216		)	—			—			(39,813		)	(42,819		)
Future net cash flows	514,525			110,454			127,500			(4,156		)	(39,813		)	708,510
Less 10% annual discount to reflect estimated timing of cash flows	(298,973		)	(56,624		)	(61,511		)	1,975			22,156			(392,977		)
Standard measure of discounted future net cash flows	$	215,552		$	53,830		$	65,989		$	(2,181	)	$	(17,657	)	$	315,533

The changes in the pro forma standardized measure of discounted estimated future net cash flows were as follows for the year ended December 31, 2017 (in thousands):

	Kimbell Royalty Partners			Haymaker Minerals			Haymaker Properties			Divestitures			Corporate Reorganization			Pro Forma
Standardized measure, beginning of year	$	159,275		$	32,794		$	46,882		$	(733	)	$	—		$	238,218
Sales, net of production costs	(29,288		)	(10,612		)	(27,469		)	945			—			(66,424		)
Net changes of prices and production costs related to future production	21,946			8,126			13,654			(68		)	—			43,658
Extensions, discoveries and improved recovery, net of future production and development costs	10,064			16,440			22,646			(2,098		)	—			47,052
Revisions or previous quantity estimates, net of related costs	2,248			7,886			11,940			(167		)	—			21,907
Net change in income taxes	301			(45		)	—			—			(17,657		)	(17,401		)
Accretion of discount	15,928			3,286			4,693			(78		)	—			23,829
Purchases of reserves in place, less related costs	23,309			—			—			—			—			23,309
Divestiture of reserves	—			(1,840		)	(5,319		)	—			—			(7,159		)
Timing differences and other	11,769			(2,205		)	(1,038		)	18			—			8,544
Standardized measure - end of year	$	215,552		$	53,830		$	65,989		$	(2,181	)	$	(17,657	)	$	315,533