UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
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 19, 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
|
|
(Commission
|
|
(I.R.S. Employer
|
777 Taylor Street, Suite 810
|
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76102 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants 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. On September 10, 2018, the Partnership filed an amendment (Amendment No. 2) 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).
This amendment is filed to provide revised pro forma financial information, which reflects a correction to the pro forma reclassification of certain pro forma balance sheet items, including the reclassification of Deposits on oil and natural gas properties and Other assets. The corrected pro forma information filed herein supersedes the pro forma information previously filed in Amendment No. 2. Except as set forth herein with respect to the pro forma information the historical financial information of Haymaker Minerals and Haymaker Royalties that was previously filed by the Partnership in Amendment No. 1 and Amendment No. 2 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 Companys 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, were included in the Amendment No. 2 to the Companys Current Report on Form 8-K, filed with the SEC on September 10, 2018.
· 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 Companys 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, were included in the Amendment No. 2 to the Companys Current Report on Form 8-K, filed with the SEC on September 10, 2018.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Partnership giving effect to the Acquisition is filed as Exhibit 99.1 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 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.
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KIMBELL ROYALTY PARTNERS, LP |
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|
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By: |
Kimbell Royalty GP, LLC, |
|
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its general partner |
|
|
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By: |
/s/ R. Davis Ravnaas |
|
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R. Davis Ravnaas |
|
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President and Chief Financial Officer |
|
|
Date: September 19, 2018
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 Kimbells 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 Kimbells 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 Partnerships 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 Partnerships 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 Partnerships results.
These unaudited pro forma condensed combined financial statements are for informational purposes only and do not purport to represent what the Partnerships 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 Partnerships financial performance for any future period. A number of factors may affect the Partnerships results. Please read Risk Factors and Cautionary Statement Regarding Forward-Looking Statements in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2017 (the Form 10-K ) and the Partnerships 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 Partnerships 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 Partnerships 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
|
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Kimbell |
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Pro Forma
|
|
|
Pro Forma |
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Assets |
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|
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|
|
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Current assets: |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
8,334,632 |
|
$ |
(196,505,370 |
) |
(A) |
$ |
17,473,642 |
|
|
|
|
|
102,449,352 |
|
(B) |
|
|
|||
|
|
|
|
103,195,028 |
|
(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 |
|
9,139,010 |
|
|
24,298,046 |
|
|||
|
|
|
|
|
|
|
|
|
|||
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),(B) |
456,445,928 |
|
|||
Unevaluated properties |
|
|
|
282,325,235 |
|
(A),(B) |
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 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Deposits on oil and natural gas properties |
|
23,533,243 |
|
(23,533,243 |
) |
(A) |
|
|
|||
Other assets |
|
1,189,994 |
|
(1,189,994 |
) |
(B),(C) |
|
|
|||
Loan origination costs, net |
|
223,958 |
|
2,550,648 |
|
(B) |
3,499,203 |
|
|||
|
|
|
|
724,597 |
|
(B) |
|
|
|||
Deferred tax assets |
|
|
|
8,513,953 |
|
(M) |
8,513,953 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
$ |
249,318,570 |
|
$ |
447,925,347 |
|
|
$ |
697,243,917 |
|
|
|
|
|
|
|
|
|
|
|||
Liabilities and equity |
|
|
|
|
|
|
|
|
|||
Current liabilities: |
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
$ |
5,239,072 |
|
$ |
(3,718,237 |
) |
(A) |
$ |
1,520,835 |
|
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 |
|
(3,023,332 |
) |
|
3,843,265 |
|
|||
|
|
|
|
|
|
|
|
|
|||
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 |
|
101,976,668 |
|
|
152,415,823 |
|
|||
|
|
|
|
|
|
|
|
|
|||
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 |
|
$ |
447,925,347 |
|
|
$ |
697,243,917 |
|
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2018
|
|
Kimbell |
|
Haymaker
|
|
Haymaker
|
|
Pro Forma
|
|
|
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
|
|
Pro Forma Kimbell
|
|
Haymaker
|
|
Haymaker
|
|
Pro Forma
|
|
|
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 was increased by approximately $5.9 million as a result of capitalized transaction costs ($2.5 million in accounts payable as of June 30, 2018 and $3.4 million incurred after June 30, 2018), for a net amount of approximately $216.3 million. The $196.5 million adjustment noted on the June 30, 2018 pro forma adjustments is the net amount of cash after the reclassification of the $21.0 million deposit on oil and natural gas properties, offset by $1.2 million of fees incurred and recorded as Accounts payable as of the June 30, 2018 balance sheet directly related to the Acquisition.
· 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 Partnerships managements 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 |
|
|
|
Estimated |
|
Estimated |
|
|||
|
|
Fair Value |
|
Estimated |
|
Depreciation, |
|
Depreciation, |
|
|||
|
|
Using Full |
|
Proved |
|
Depletion and |
|
Depletion and |
|
|||
|
|
Cost Method of |
|
Reserves |
|
Accretion |
|
Accretion |
|
|||
|
|
Accounting |
|
(MBoe) |
|
Expense |
|
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 Partnerships 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 Partnerships indebtedness remained constant throughout the year. The net proceeds from the Amended Credit Agreement also include a reclassification of $0.7 million from Other assets to Loan origination costs.
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 , including a reclassification of $0.5 million from Other assets to Preferred equity.
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 Partnerships 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 Partnerships 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 Partnerships historical statement of operations, assuming the Partnerships 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 Partnerships 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 Partnerships deferred tax asset in connection with the Tax Cuts and Jobs Act. For the six months ended June 30, 2018, the Partnerships federal and state blended statutory rate is approximately 26.0% and reflects the Partnerships 51.7% ownership in the Operating Company after giving effect to the Up-C Transaction.
M) Reflects the Partnerships 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 Partnerships 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 managements 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
|
|
Haymaker
|
|
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
|
|
Haymaker
|
|
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.
(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 Liquids (MBbls) |
|
||||||||
|
|
Kimbell Royalty
|
|
Haymaker
|
|
Haymaker
|
|
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.
(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.
|
|
Total (Mboe) |
|
||||||||
|
|
Kimbell Royalty
|
|
Haymaker
|
|
Haymaker
|
|
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.
(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.
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 Partnerships 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
|
|
Haymaker
|
|
Divestitures |
|
Corporate
|
|
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
|
|
Haymaker Minerals |
|
Haymaker Properties |
|
Divestitures |
|
Corporate
|
|
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 |
|