UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

(Amendment No. 4)

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): January 28, 2019 (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 as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017 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, Haymaker Properties and the Partnership (as applicable). On September 19, 2018, the Partnership filed an amendment (“Amendment No. 3”) to provide revised pro forma financial information, through the quarter ended June 30, 2018, of the Partnership, which reflected 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 pro forma information filed in Amendment No. 3 superseded the pro forma information previously filed in Amendment No. 2.

 

This amendment is filed to provide additional pro forma information, through the quarter ended September 30, 2018, of the Partnership pursuant to the applicable requirements of Rule 11-02 of Regulation S-X. The pro forma information that was previously filed by the Partnership in Amendment No. 1 and Amendment No. 3 is unchanged.

 

Item 9.01.                                         Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2018 and for the year ended December 31, 2017, which give effect to the Acquisition, are filed as Exhibit 99.1 hereto and incorporated by reference herein.

 

(d) Exhibits.

 

Number

 

Description

99.1

 

Unaudited pro forma condensed combined statements of operations of Kimbell Royalty Partners, LP

 

1


 

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: January 28, 2019

 

 

 

2


Exhibit 99.1

 

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. ”  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.

 

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, a change in the Partnership’s U.S. federal income tax status from a “partnership” to a “corporation” by means of a “check-the-box” election (the “ Tax Election ”).  On September 24, 2018, the Tax Election became effective. Following the Tax Election, the Partnership is 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 ”), was recapitalized into newly issued common units of the Operating Company (“ OpCo Common Units ”) and  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 delivered and assigned to the Partnership the Common Units they owned, in exchange for (a) newly issued Class B common units representing limited partner interests in the Partnership (the “ Class B Units ”) and (b) newly issued OpCo Common Units (iii) the Limited Liability Company Agreement of the Operating Company was amended and restated to reflect the foregoing transactions, and (iv) the Second Amended and Restated Agreement of Limited Partnership of the Partnership was amended and restated to reflect the foregoing transactions (together with the Tax Election, the “ Up-C Transaction ”).  The Partnership pays U.S. federal income tax on income allocated from its ownership of OpCo Common Units and OpCo Series A Preferred Units.  There was 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, the Credit Agreement Amendment and the Up-C Transaction are collectively referred to herein as the “ Pro Forma Transactions .”

 


 

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2018 and for the year ended December 31, 2017 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 January 1, 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 of operations 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 statements of operations, expected to have a continuing impact on the Partnership’s results.

 

The unaudited pro forma condensed combined statements of operations 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. This unaudited pro forma condensed combined financial information 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, June 30, 2018, and September 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 September 30, 2018 and each of the historical financial statements and notes thereto of each of Haymaker Minerals and Haymaker Properties, as filed in Amendment No. 1 to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission on July 18, 2018.

 


 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2018

 

 

 

Kimbell

 

Haymaker
Properties

 

Haymaker
Minerals

 

 

 

 

Pro Forma

 

 

 

Nine Months Ended
September 30, 2018

 

Period from January
1, 2018 to July 12,
2018 (Acquisition
Date)

 

Period from January
1, 2018 to July 12,
2018 (Acquisition
Date)

 

Pro Forma
Adjustments

 

 

Nine Months Ended
September 30, 2018

 

Oil, natural gas and NGL revenues

 

$

42,741,233

 

$

 

$

 

$

23,667,490

 

(C)

$

65,254,828

 

 

 

 

 

 

 

 

 

(368,124

)

(E)

 

 

 

 

 

 

 

 

 

 

(785,771

)

(D)

 

 

Crude oil and condensate sales

 

 

3,152,933

 

6,048,098

 

(9,201,031

)

(C)

 

Natural gas sales

 

 

10,577,782

 

1,351,999

 

(11,929,781

)

(C)

 

Natural gas liquids sales and other

 

 

1,581,258

 

955,420

 

(2,536,678

)

(C)

 

Income from lease bonus

 

1,124,949

 

259,445

 

1,119,041

 

368,124

 

(E)

2,871,559

 

Loss on commodity derivative instruments

 

(3,858,990

)

 

 

 

 

(3,858,990

)

Total revenues

 

40,007,192

 

15,571,418

 

9,474,558

 

(785,771

)

 

64,267,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

3,031,732

 

 

 

1,334,976

 

(F)

4,366,708

 

Production ad valorem, and withholding taxes

 

 

778,482

 

656,765

 

(1,334,976

)

(F)

 

 

 

 

 

 

 

 

 

(100,271

)

(D)

 

 

Production expense

 

 

1,815,625

 

630,618

 

(2,431,650

)

(G)

 

 

 

 

 

 

 

 

 

(14,593

)

(D)

 

 

Depreciation, depletion and accretion expense

 

15,494,439

 

3,971,571

 

2,534,303

 

(6,505,874

)

(A)

24,241,411

 

 

 

 

 

 

 

 

 

8,746,972

 

(A)

 

 

Impairment of oil and natural gas properties

 

54,753,444

 

 

 

 

 

54,753,444

 

Marketing and other deductions

 

2,868,655

 

 

 

2,431,650

 

(G)

5,300,305

 

General and administrative expense

 

11,650,291

 

4,834,483

 

3,281,048

 

(5,458,064

)

(J)

14,307,758

 

Total costs and expenses

 

87,798,561

 

11,400,161

 

7,102,734

 

(3,331,830

)

 

102,969,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(47,791,369

)

4,171,257

 

2,371,824

 

2,546,059

 

 

(38,702,229

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on derivatives

 

 

(736,696

)

(632,594

)

1,369,290

 

(H)

 

Interest expense

 

(2,677,083

)

(538,704

)

(398,643

)

3,614,430

 

(B)

(5,813,652

)

 

 

 

 

 

 

 

 

(5,813,652

)

(B)

 

 

Other income (loss)

 

 

4,686

 

17,710

 

(22,396

)

(K)

 

Total other (expense) income

 

(2,677,083

)

(1,270,714

)

(1,013,527

)

(852,328

)

 

(5,813,652

)

(Loss) income before income taxes

 

(50,468,452

)

2,900,543

 

1,358,297

 

1,693,731

 

 

(44,515,881

)

Income tax benefit (expense)

 

 

 

566

 

5,884,457

 

(I)

5,885,023

 

Provision for income taxes

 

(1,977,116

)

 

 

 

 

(1,977,116

)

Net (loss) income before Series A preferred unit distribution and accretion

 

(52,445,568

)

2,900,543

 

1,358,863

 

7,578,188

 

 

(40,607,974

)

Distribution and accretion on Series A preferred units

 

(2,840,456

)

 

 

 

 

(2,840,456

)

Net (loss) income

 

(55,286,024

)

2,900,543

 

1,358,863

 

7,578,188

 

 

(43,448,430

)

Net loss attributable to noncontrolling interests

 

(141,003

)

 

 

 

 

(141,003

)

Net (loss) income attributable to Kimbell Royalty Partners

 

(55,145,021

)

2,900,543

 

1,358,863

 

7,578,188

 

 

(43,307,427

)

Distribution to Class B units

 

(12,953

)

 

 

 

 

(12,953

)

Net (loss) income attributable to common units

 

$

(55,157,974

)

$

2,900,543

 

$

1,358,863

 

$

7,578,188

 

 

$

(43,320,380

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per Common Unit

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.91

)

 

 

 

 

 

 

 

$

(1.50

)

Diluted

 

$

(2.91

)

 

 

 

 

 

 

 

$

(1.50

)

Weighted average Common Unit outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

18,962,446

 

 

 

 

 

10,000,000

 

 

28,962,446

 

Diluted

 

18,962,446

 

 

 

 

 

10,000,000

 

 

28,962,446

 

Distributions declared and paid per Common Unit

 

$

1.30

 

 

 

 

 

 

 

 

$

1.30

 

 


 

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

 

(C)

$

76,695,440

 

 

 

 

 

 

 

 

 

 

 

(721,172

)

(E)

 

 

 

 

 

 

 

 

 

 

 

 

(1,750,065

)

(D)

 

 

Crude oil and condensate sales

 

 

 

5,198,807

 

8,412,906

 

(13,611,713

)

(C)

 

Natural gas sales

 

 

 

23,802,198

 

3,104,569

 

(26,906,767

)

(C)

 

Natural gas liquids sales and other

 

 

 

3,346,480

 

1,121,216

 

(4,467,696

)

(C)

 

Income from lease bonus

 

 

 

659,552

 

2,535,014

 

721,172

 

(E)

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

 

(F)

5,610,607

 

Production ad valorem, and withholding taxes

 

 

 

2,009,528

 

918,933

 

(2,896,789

)

(F)

 

 

 

 

 

 

 

 

 

 

 

(31,672

)

(D)

 

 

Production expense

 

 

 

3,616,353

 

1,107,389

 

(4,392,854

)

(G)

 

 

 

 

 

 

 

 

 

 

 

(330,888

)

(D)

 

 

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

 

(G)

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

 

(D)

 

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

)

(H)

 

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

)

(L)

 

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

)

(M)

1,036,084

 

 

 

 

 

 

 

 

 

 

 

1,036,084

 

(I)

 

 

Net income

 

$

1,715,740

 

$

678,972

 

$

95,423,459

 

$

14,884,745

 

$

(111,780,821

)

 

$

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 Nine Months Ended September 30, 2018 and for the Year Ended December 31, 2017

 

1) Basis of Presentation

 

The unaudited pro forma condensed combined statements of operations for the nine months ended September 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.

 

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 statements of operations for the nine months ended September 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 statements of operations for the nine months ended September 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:

 

 

 

Nine Months

 

 

 

 

 

Ended

 

Year Ended

 

 

 

September 30,

 

December 31,

 

 

 

2018

 

2017

 

New secured revolving credit facility:

 

 

 

 

 

Interest expense

 

$

5,322,365

 

$

7,096,487

 

Amortization expense of loan origination costs

 

491,287

 

655,049

 

 

 

5,813,652

 

7,751,536

 

Pro forma adjustment of existing debt:

 

 

 

 

 

Interest expense - Kimbell

 

(2,677,083

)

(791,437

)

Interest expense - Haymaker Properties

 

(538,704

)

(909,604

)

Interest expense - Haymaker Minerals

 

(398,643

)

(1,549,482

)

 

 

(3,614,430

)

(3,250,523

)

Net adjustment to interest expense

 

$

2,199,222

 

$

4,501,013

 

 

C)            Reflects the historical statement of operations related to the Acquisition, which also reflects a reclassification of approximately $23.7 million and $45.0 million for the nine months ended September 30, 2018 and for the year ended December 31, 2017, respectively, related to crude oil and condensate sales, natural gas sales, and natural gas liquids (“NGL”) 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.

 

D)            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.

 

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

 

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

 

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

 

H)           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.

 


 

I)             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 nine months ended September 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.

 

J)             For the nine months ended September 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.

 

K)            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.

 

L)            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.

 

M)           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 footnote (I).

 


 

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 nine months ended September 30, 2018 excludes 437,641 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.

(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
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.

(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
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.

(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 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