UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 27, 2020
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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Act:
Title of each class: | Trading symbol(s): | Name of each exchange on which registered: |
Common Units Representing Limited Partnership Interests | KRP | New York Stock Exchange |
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
Item 2.02. | Results of Operations and Financial Condition. |
On April 27, 2020, Kimbell Royalty Partners, LP (“Kimbell”) issued a news release announcing its preliminary and unaudited first quarter of 2020 financial and operational results. A copy of the news release is attached hereto, furnished as Exhibit 99.1 and incorporated in this Item 2.02 by reference.
The information contained in this Item 2.02 and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. | Other Events. |
Also on April 27, 2020, Kimbell announced that the board of directors of Kimbell Royalty GP, LLC, its general partner, declared a quarterly cash distribution of $0.17 per common unit for the quarter ended March 31, 2020. The distribution will be paid on May 11, 2020 to common unitholders of record at the close of business on May 4, 2020.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Number | Description | |
99.1 | News release issued by Kimbell Royalty Partners, LP dated April 27, 2020 |
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/ Matthew S. Daly | |
Matthew S. Daly | ||
Chief Operating Officer | ||
Date: April 27, 2020
Exhibit 99.1
NEWS RELEASE |
Kimbell
Royalty Partners Declares First Quarter 2020 Distribution; Provides
Preliminary First Quarter 2020 Results and Operational Update
FORT WORTH, Texas, April 27, 2020 – Kimbell Royalty Partners, LP (NYSE: KRP) (“Kimbell”), a leading owner of oil and natural gas mineral and royalty interests in more than 96,000 gross wells across 28 states, today announced that the Board of Directors of Kimbell Royalty GP, LLC, Kimbell’s general partner (the “Board of Directors”) approved a cash distribution payment of 50% of projected cash available for distribution for the first quarter of 2020, or $0.17 per common unit. The distribution will be payable on May 11, 2020 to common unitholders of record at the close of business on May 4, 2020.
“We are pleased to announce that the company performed very well in the first quarter of this year with expected record production, as well as strong cash provided by operating activities and consolidated Adjusted EBITDA, in each case after giving effect to a full quarter of Springbok. We had 70 active rigs operating on our properties as of April 17, 2020, which represents an increased market share of all land drilling rigs in the continental United States compared to year-end 2019,” commented Robert Ravnaas, Chairman and Chief Executive Officer of Kimbell’s general partner.
In light of the unprecedented global economic impact resulting from the COVID-19 pandemic, the related impact to the United States oil market and the potential for curtailments of production in the coming months, Kimbell’s management has recommended, and the Board of Directors has approved, the allocation of 50% of Kimbell’s projected cash available for distribution for the first quarter of 2020, together with certain cash received at the closing of the Springbok acquisition and other cash reserves, for the repayment of $15 million in outstanding borrowings under Kimbell’s revolving credit facility.
“We believe that, in light of the enormous uncertainty in the economy right now, particularly in the oil and gas sector, paying down a portion of our indebtedness is prudent. Having additional “dry powder” in this challenging environment provides additional financial strength. We believe that we are well positioned to weather this storm, with approximately 60% of our estimated first quarter production coming from natural gas, for which the outlook looks increasingly strong, one of the lowest PDP decline rates (and amongst the highest PDP reserves to production ratios) in the industry, our robust hedge position and our low leverage,” concluded Robert Ravnaas.
Kimbell Royalty Partners, LP – News Release
Page 2
Kimbell - Supplemental Distribution Data
Percent | ||||||||||||
Q4 2019 | Q1 2020 | Change | ||||||||||
WTI Average Crude Oil Price (1) | $ | 56.96 | $ | 45.76 | (19.7 | %) | ||||||
Henry Hub Average Natural Gas Price (1) | $ | 2.40 | $ | 1.91 | (20.4 | %) | ||||||
Common Unit Distribution Declared | $ | 0.38 | $ | 0.17 | (55.3 | %) | ||||||
Debt Paydown | - | $ | 15,000,000 | |||||||||
Annualized Cash Yield (2) | 10.7 | % | ||||||||||
Cash Received from Lease Bonuses and Other Income | $ | 163,597 | $ | 229,319 |
SUBSTANTIALLY
ALL OF THE DISTRIBUTION TO COMMON UNITHOLDERS FOR THE FIRST QUARTER
OF 2020
EXPECTED TO BE FREE OF DIVIDEND INCOME TAXES AND INSTEAD CONSIDERED A RETURN OF
CAPITAL(3)
(1) Average commodity prices are from the Energy Information Administration. Crude oil prices are in dollars per barrel and natural gas prices are in dollars per million Btu.
(2) Based on the closing price of Kimbell common units on April 24, 2020.
(3) This estimate is based upon assumptions Kimbell has made regarding, among other things, Kimbell Royalty Operating, LLC's income and depletion expenses and production from the mineral and royalty interests Kimbell acquired in the acquisition of Springbok Energy Partners, LLC and Springbok Energy Partners II, LLC (the "Springbok acquisition"), which closed on April 17, 2020, and ignores the effect of any possible acquisitions of additional assets (other than the Springbok acquisition). This estimate is based on current tax law and tax reporting positions that Kimbell has adopted and with which the Internal Revenue Service could disagree. This estimate is not a fact, and no assurances can be made regarding this estimate.
Kimbell Royalty Partners, LP – News Release
Page 3
Preliminary First Quarter 2020 Financial and Operational Highlights
· | Q1 2020 oil, natural gas and natural gas liquids (“NGL”) revenues between $24.5 million and $26.5 million, up 12% at its midpoint as compared to Q1 2019 |
· | Q1 2020 run-rate daily production between 12,500 and 12,700 barrels of oil equivalent (“Boe”) per day (6:1), up 5% at its midpoint as compared to Q1 2019 |
· | Including a full quarter of production attributable to the Springbok assets, record Q1 2020 run-rate daily production between 15,000 and 15,400 Boe per day (6:1), up 27% at its midpoint as compared to Q1 2019 |
· | Q1 2020 net cash provided by operating activities between $19.7 million and $21.9 million, up 32% at its midpoint as compared to Q1 2019 |
· | Q1 2020 net cash provided by operating activities solely related to the Springbok assets between $4.2 million and $4.7 million |
· | Q1 2020 consolidated Adjusted EBITDA between $18.0 million and $20.0 million, up 18% at its midpoint as compared to Q1 2019 |
· | Including a full quarter of revenues attributable to the Springbok assets, Q1 2020 consolidated Adjusted EBITDA between $22.2 million and $24.6 million, up 45% at its midpoint as compared to Q1 2019 |
· | 2.96 net (882 gross) drilled but uncompleted wells (“DUCs”) and 2.35 net (476 gross) permitted locations on Kimbell’s acreage as of March 31, 2020 |
· | Q1 2020 cash distribution of $0.17 per common unit; implies a 10.7% annualized yield based on the April 24, 2020 closing price of $6.37 per common unit |
· | Completed a public offering of 5 million common units for net proceeds of approximately $73.3 million, which were used to pre-fund the cash portion of the Springbok acquisition, which closed on April 17, 2020 |
· | Completed the redemption of 50% of Kimbell’s outstanding Series A Cumulative Convertible Preferred Units for an aggregate redemption price of $61.1 million on February 12, 2020 |
Kimbell Royalty Partners, LP – News Release
Page 4
Preliminary First Quarter 2020 Financial and Operational Results
In light of the significant market volatility associated with the COVID-19 pandemic, Kimbell is providing preliminary first quarter 2020 financial and operational results. Revenue, production and certain other operational statistics for the first quarter of 2020 are provided in accordance with accounting principles generally accepted in the United States (“GAAP”) and do not include the recently acquired Springbok assets, as the transaction closed after quarter-end on April 17, 2020. However, under the terms of the Springbok purchase agreement, Kimbell is entitled to the cash flows from the Springbok assets as of the effective date of the transaction, which is October 1, 2019.
(1) | Financial and operating information does not include revenues, production or other financial or operating results attributable to the Springbok acquisition, which closed after quarter-end on April 17, 2020. |
(2) | Includes financial and operating results attributable to the Springbok acquisition. Under the terms of the Springbok purchase agreement, Kimbell is entitled to the cash flows from the Springbok assets as of the effective date of the transaction, which is October 1, 2019. |
Kimbell Royalty Partners, LP – News Release
Page 5
As of March 31, 2020, Kimbell had outstanding 34,378,849 common units and 20,644,047 Class B units. As of April 27, 2020, Kimbell had outstanding 36,602,811 common units and 23,141,181 Class B units.
Operational Update
As of March 31, 2020, Kimbell had 882 gross (2.96 net) DUCs and 476 gross (2.35 net) permitted locations on its acreage. In addition, as of April 17, 2020, Kimbell had 70 rigs actively drilling on its acreage, which represents an approximate 13.7%(1) market share of all land rigs drilling in the continental United States as of such time, up from 11.9%(2) at year-end 2019.
Gross DUCs as of | Gross Permits as of | Net DUCs as of | Net Permits as of | Active Rigs as of | ||||||||||||||||
Basin | March 31, 2020(3) | March 31, 2020(3) | March 31, 2020(3) | March 31, 2020(3) | April 17, 2020(4) | |||||||||||||||
Permian | 168 | 111 | 0.85 | 0.53 | 33 | |||||||||||||||
Mid-Continent | 142 | 88 | 0.30 | 0.10 | 11 | |||||||||||||||
Haynesville | 67 | 20 | 0.40 | 0.19 | 9 | |||||||||||||||
Bakken | 221 | 86 | 0.22 | 0.26 | 8 | |||||||||||||||
Eagle Ford | 144 | 50 | 0.88 | 0.33 | 5 | |||||||||||||||
Appalachia | 51 | 54 | 0.21 | 0.20 | 3 | |||||||||||||||
Rockies | 89 | 67 | 0.10 | 0.74 | 1 | |||||||||||||||
Total | 882 | 476 | 2.96 | 2.35 | 70 |
(1) | Based on Kimbell rig count (including Springbok) of 70 and Baker Hughes U.S. land rig count of 512 as of April 17, 2020. |
(2) | Based on Kimbell rig count (including Springbok) of 93 and Baker Hughes U.S. land rig count of 781 as of December 27, 2019. |
(3) | Includes combined Kimbell and Springbok assets. These figures pertain only to Kimbell's major properties and do not include possible additional DUCs and permits from Kimbell's minor properties, which are time consuming to quantify but, in the experience of Kimbell's management, can be significant in the aggregate. |
(4) | Includes combined Kimbell and Springbok assets. |
Liquidity
At March 31, 2020, Kimbell had approximately $101.2 million in debt outstanding under its revolving credit facility and approximately $123.8 million in undrawn capacity (or approximately $198.8 million if aggregate commitments were equal to Kimbell’s current borrowing base, which is $300.0 million). Increases in commitments pursuant to the accordion feature of the revolving credit facility are subject to the satisfaction of certain conditions, including obtaining additional commitments from new or existing lenders. Kimbell was in compliance with all financial covenants under its revolving credit facility at March 31, 2020.
At April 24, 2020, after taking into account the previously disclosed drawdown to fund the cash portion of the purchase price in the Springbok acquisition, Kimbell had approximately $186.7 million in debt outstanding under its revolving credit facility. After giving effect to the repayment of $15 million in outstanding borrowings discussed above, which is anticipated to occur in the second quarter of 2020, Kimbell expects to have approximately $171.7 million in outstanding borrowings under its revolving credit facility and a pro forma total debt to the midpoint of the Q1 2020 annualized consolidated Adjusted EBITDA, including a full quarter of the Springbok assets, of approximately 1.8x.
Kimbell Royalty Partners, LP – News Release
Page 6
Hedging Update
The following provides information concerning Kimbell’s hedge book as of April 27, 2020:
Fixed Price Swaps as of April 27, 2020 | ||||||||||||||||
Weighted Average | ||||||||||||||||
Volumes | Fixed Price | |||||||||||||||
Oil | Nat Gas | Oil | Nat Gas | |||||||||||||
BBL | MMBTU | $/BBL | $/MMBTU | |||||||||||||
2Q 2020 | 112,989 | 1,452,705 | $ | 44.68 | $ | 2.27 | ||||||||||
3Q 2020 | 134,964 | 1,735,672 | $ | 40.62 | $ | 2.31 | ||||||||||
4Q 2020 | 134,964 | 1,735,672 | $ | 41.61 | $ | 2.54 | ||||||||||
1Q 2021 | 132,030 | 1,697,940 | $ | 44.43 | $ | 2.83 | ||||||||||
2Q 2021 | 133,497 | 1,716,806 | $ | 44.60 | $ | 2.45 | ||||||||||
3Q 2021 | 134,964 | 1,735,672 | $ | 43.44 | $ | 2.41 | ||||||||||
4Q 2021 | 134,964 | 1,735,672 | $ | 44.58 | $ | 2.49 | ||||||||||
1Q 2022 | 132,030 | 1,697,940 | $ | 36.76 | $ | 2.61 |
First Quarter 2020 Earnings Release and Conference Call
Kimbell will release its full first quarter 2020 financial results on Thursday, May 7, 2020, before the market opens. In conjunction with the release, Kimbell has scheduled a conference call, which will be broadcast live over the Internet the same day, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time). Kimbell will provide further commentary about the effect of the COVID-19 pandemic and the oil market downturn, as well as the impact on Kimbell’s business, at that time.
Note Regarding Preliminary Results
The first quarter 2020 financial and operational information provided in this news release is preliminary, unaudited and subject to completion and review by the company’s independent registered public accounting firm. Actual first quarter 2020 financial and operational results may vary.
This information reflects management’s current views and may change as a result of management’s continued review of results and other factors. Such preliminary results for the first quarter of 2020 are subject to the finalization and closing of Kimbell’s accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with GAAP. Neither Kimbell’s independent registered public accounting firm nor any other independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary results.
Kimbell Royalty Partners, LP – News Release
Page 7
About Kimbell Royalty Partners
Kimbell (NYSE: KRP) is a leading oil and gas mineral and royalty company based in Fort Worth, Texas. Kimbell owns mineral and royalty interests in over 13 million gross acres in 28 states and in every major onshore basin in the continental United States, including ownership in more than 96,000 gross wells with over 40,000 wells in the Permian Basin. To learn more, visit kimbellrp.com.
Kimbell Royalty Partners, LP – News Release
Page 8
Forward-Looking Statements
This news release includes forward-looking statements, in particular statements relating to the acquisition of the Springbok assets, Kimbell’s financial, operating and production results and prospects for growth, the tax treatment of Kimbell's distributions and the recent COVID-19 outbreak and its impacts on Kimbell and on the oil and gas industry. These and other forward-looking statements involve risks and uncertainties, including risks that the anticipated benefits of the acquisition of the Springbok assets are not realized, risks relating to Kimbell’s integration of the Springbok assets, risks relating to the COVID-19 outbreak, and uncertainties relating to Kimbell’s business, prospects for growth and acquisitions and the securities markets generally, as well as risks inherent in oil and natural gas drilling and production activities, including risks with respect to low or declining prices for oil and natural gas that could result in downward revisions to the value of proved reserves or otherwise cause operators to delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash flow, risks related to the impact of COVID-19 on the global economy and Kimbell’s business, risks relating to the impairment of oil and natural gas properties, risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in oil and natural gas prices, risks relating to Kimbell’s ability to meet financial covenants under its credit agreement or its ability to obtain amendments or waivers to effect such compliance, risks relating to Kimbell’s hedging activities, risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations, risks relating to delays in receipt of drilling permits, risks relating to unexpected adverse developments in the status of properties, risks relating to borrowing base redeterminations by Kimbell’s lenders, risks relating to the absence or delay in receipt of government approvals or third-party consents, risks relating to acquisitions, dispositions and drop downs of assets, risks relating to Kimbell's ability to realize the anticipated benefits from and to integrate acquired assets, including the Springbok assets, risks relating to tax matters, and other risks described in Kimbell's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”), available at the SEC's website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Except as required by law, Kimbell undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this news release. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Kimbell's filings with the SEC.
Contact:
Rick Black
Dennard Lascar Investor Relations
krp@dennardlascar.com
(713) 529-6600
Kimbell Royalty Partners, LP – News Release
Page 9
Kimbell Royalty Partners, LP
Supplemental Schedules
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA and Cash G&A are used as a supplemental non-GAAP financial measures by management and external users of Kimbell’s financial statements, such as industry analysts, investors, lenders and rating agencies. Kimbell believes Adjusted EBITDA is useful because it allows us to more effectively evaluate Kimbell’s operating performance and compare the results of Kimbell’s operations period to period without regard to its financing methods or capital structure. In addition, management uses Adjusted EBITDA to evaluate cash flow available to pay distributions to Kimbell’s unitholders. In this news release, Kimbell defines Adjusted EBITDA as net cash provided by operating activities before interest expense, amortization expense, equity income from affiliates, non-cash unit-based compensation, unrealized gains or losses on commodity derivative instruments, net of settlements, and net change in operating assets and liabilities. Adjusted EBITDA is not a measure of net income (loss) or net cash provided by operating activities as determined by GAAP. Kimbell excludes the items listed above from net cash provided by operating activities in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within Kimbell’s industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Adjusted EBITDA should not be considered an alternative to net income, oil, natural gas and natural gas liquids revenues, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Kimbell’s computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Kimbell expects that cash available for distribution for each quarter will generally equal its Adjusted EBITDA for the quarter, less cash needed for debt service and other contractual obligations and fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.
Kimbell believes Cash G&A is a useful metric because it isolates cash costs within overall G&A expense and measure cash costs relative to overall production, which is a widely utilized metric to evaluate operational performance within the energy sector. Cash G&A is defined as general and administrative expenses less unit-based compensation expense. Cash G&A should not be considered an alternative to G&A expense presented in accordance with GAAP. Kimbell’s computations of Cash G&A may not be comparable to other similarly titled measures of other companies.
Kimbell Royalty Partners, LP – News Release
Page 10
Kimbell Royalty Partners, LP
Supplemental Schedules
(Unaudited, in thousands)
Three Months Ended | ||||||||||||
Reconciliation of net cash provided by operating activities to Adjusted EBITDA | March 31, 2020 | |||||||||||
Net cash provided by operating activities | $ | 19,749 | - | $ | 21,877 | |||||||
Interest expense | 1,350 | - | 1,492 | |||||||||
Amortization expense | (317 | ) | - | (349 | ) | |||||||
Equity income in affiliate | 156 | - | 172 | |||||||||
Unit-based compensation | (2,003 | ) | - | (2,213 | ) | |||||||
Gain on commodity derivative instruments, net of settlements | 8,530 | 9,428 | ||||||||||
Net change in operating assets and liabilities | (2,933 | ) | - | (3,242 | ) | |||||||
Consolidated EBITDA | $ | 24,532 | - | $ | 27,165 | |||||||
Unit-based compensation | 2,003 | - | 2,213 | |||||||||
Gain on commodity derivative instruments, net of settlements | (8,530 | ) | - | (9,428 | ) | |||||||
Consolidated Adjusted EBITDA | $ | 18,005 | - | $ | 19,950 | |||||||
Adjustment to account for full quarter of Springbok acquisition (1) | 4,214 | 4,658 | ||||||||||
Consolidated Adjusted EBITDA (including full quarter of Springbok) | $ | 22,219 | - | $ | 24,608 |
(1) Includes cash flow attributable to the Springbok acquisition. Under the terms of the Springbok purchase agreement, Kimbell is entitled to the cash flows from the Springbok assets as of the effective date of the transaction, which is October 1, 2019. |