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8-K/A - 8-K/A - Rhino Resource Partners LPa11-24975_18ka.htm
EX-99.1 - EX-99.1 - Rhino Resource Partners LPa11-24975_1ex99d1.htm
EX-99.2 - EX-99.2 - Rhino Resource Partners LPa11-24975_1ex99d2.htm
EX-23.1 - EX-23.1 - Rhino Resource Partners LPa11-24975_1ex23d1.htm

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed consolidated financial information is based upon the historical consolidated financial information of Rhino Resource Partners LP (the “Partnership”) and The Elk Horn Coal Company, LLC (“Elk Horn”). In June 2011, the Partnership completed the acquisition of Elk Horn (the “Elk Horn Acquisition”).  The Partnership initially funded the purchase price with borrowings under the Partnership’s credit facility. In July 2011, the Partnership completed a public offering of the Partnership’s common units, the proceeds of which along with the related capital contribution of the Partnership’s general partner were used to repay borrowings outstanding under its credit facility. The unaudited pro forma condensed consolidated financial information has been prepared to reflect the following:

 

·                  the borrowings under the Partnership’s credit facility to initially fund the Elk Horn Acquisition;

·                  the public offering of additional common units of the Partnership in July 2011 and the application of the proceeds from such offering and the related capital contribution of the Partnership’s general partner; and

·                  the Partnership’s best estimates of fair value of the tangible assets acquired and liabilities assumed as part of the Elk Horn Acquisition.

 

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2011 is presented as if the Elk Horn Acquisition and the public offering of the Partnership’s common units, including the related capital contribution of the Partnership’s general partner, had occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 and for the three months ended March 31, 2011 were prepared assuming that the Elk Horn Acquisition and the public offering of the Partnership’s common units, including the related capital contribution of the Partnership’s general partner, occurred on January 1, 2010. The historical financial information has been adjusted to give effect to estimated pro forma events that are (1) directly attributable to the Elk Horn Acquisition and the public offering of the Partnership’s common units, including the related capital contribution of the Partnership’s general partner, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of operations.

 

The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Elk Horn been acquired by the Partnership during the specified periods. The pro forma adjustments are based on the information available at the time of the preparation of the unaudited pro forma condensed consolidated financial information.

 

For purposes of this unaudited pro forma condensed consolidated financial information, the purchase price of the Elk Horn Acquisition has been preliminarily allocated to the tangible assets acquired and liabilities assumed based on the Partnership’s best estimates of fair values. Although the responsibility of valuation remains with the Partnership’s management, the determination of the fair values of the various assets and liabilities acquired will be based in part upon studies conducted by third-party professionals with experience in the appropriate subject matter. The studies related to the value of the property, plant and equipment, the coal properties and any potential intangible assets acquired are not yet complete due to the extended amount of time required to complete these activities. Any change to the acquisition date value of the identifiable net assets during the measurement period (up to one year from the acquisition

 

1



 

date) will affect the amount of the purchase price allocated and may result in the recognition of goodwill or a gain on the acquisition. Subsequent changes to the purchase price allocation will be adjusted retroactively if material to the Partnership’s consolidated financial results. Additionally, the unaudited pro forma condensed consolidated financial information does not reflect the cost of any integration activities or benefits from synergies that may be derived from any integration activities nor does it include any other items not expected to have a continuing impact on the consolidated results of operations.

 

2



 

RHINO RESOURCE PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF MARCH 31, 2011

(In thousands)

 

 

 

 

 

 

 

Pro Forma Adjustments

 

 

 

 

 

Rhino
Resource
Partners LP
(Historical)

 

The Elk
Horn Coal
Company
LLC
(Historical)

 

Elk Horn
Acquisition

 

Public
Offering
of
Common
Units

 

Pro Forma
Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

951

 

$

4,454

 

$

(4,454

)(a)

 

 

$

951

 

Accounts receivable, net of allowance

 

34,006

 

2,050

 

 

 

 

 

36,056

 

Inventories

 

21,042

 

 

 

 

 

 

21,042

 

Advance royalties, current portion

 

1,080

 

 

 

 

 

 

1,080

 

Prepaid expenses and other

 

4,730

 

197

 

 

 

 

 

4,927

 

Total current assets

 

61,809

 

6,701

 

(4,454

)

 

 

64,056

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

 

 

 

 

 

 

 

 

At cost, including coal properties, mine development and construction costs

 

449,452

 

83,800

 

34,940

(b)

 

 

568,192

 

Less accumulated depreciation, depletion and Amortization

 

(167,791

)

(13,298

)

13,298

(c)

 

 

(167,791

)

Net property, plant & equipment

 

281,661

 

70,502

 

48,238

 

 

 

400,401

 

Investment in unconsolidated affiliate

 

18,138

 

 

 

 

 

 

18,138

 

Other non-current assets

 

7,267

 

2,908

 

(565

)(d)

 

 

9,610

 

TOTAL

 

$

368,875

 

$

80,111

 

$

43,219

 

 

 

$

492,205

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

16,544

 

$

206

 

 

 

 

 

$

16,750

 

Current portion of long-term debt

 

2,132

 

3,125

 

(3,125

)(e)

 

 

2,132

 

Accrued expenses and other

 

19,965

 

467

 

 

 

 

 

20,432

 

Total current liabilities

 

38,641

 

3,798

 

(3,125

)

 

 

39,314

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

46,909

 

5,597

 

113,899

(e)

(67,853

)(g)

98,552

 

Asset retirement obligations

 

30,012

 

511

 

 

 

 

 

30,523

 

Other non-current liabilities

 

10,412

 

2,650

 

 

 

 

 

13,062

 

Total non-current liabilities

 

87,333

 

8,758

 

113,899

 

(67,853

)

142,137

 

Total liabilities

 

125,974

 

12,556

 

110,774

 

(67,853

)

181,451

 

PARTNERS’ CAPITAL:

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

231,956

 

67,555

 

(67,555

)(f)

66,416

(g)

298,372

 

General partner

 

10,320

 

 

 

 

1,437

(g)

11,757

 

Accumulated other comprehensive income

 

625

 

 

 

 

 

 

625

 

Total partners’ capital

 

242,901

 

67,555

 

(67,555

)

67,853

 

310,754

 

TOTAL

 

$

368,875

 

$

80,111

 

$

43,219

 

$

 

$

492,205

 

 

3



 

RHINO RESOURCE PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In thousands, except per unit amounts)

 

 

 

 

 

The Elk

 

Pro Forma Adjustments

 

 

 

 

 

Rhino
Resource
Partners LP
(Historical)

 

Horn Coal
Company
LLC
(Historical)

 

Elk Horn
Acquisition

 

Public
Offering of
Common
Units

 

Pro Forma
Combined

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

Coal sales

 

$

289,885

 

$

 

 

 

 

 

$

289,885

 

Freight and handling revenues

 

4,174

 

 

 

 

 

 

4,174

 

Other revenues

 

11,588

 

11,057

 

 

 

 

 

22,645

 

Total revenues

 

305,647

 

11,057

 

 

 

 

 

316,704

 

COSTS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Cost of operations (exclusive of depreciation, depletion and amortization shown separately below)

 

220,756

 

1,189

 

 

 

 

 

221,945

 

Freight and handling costs

 

2,634

 

 

 

 

 

 

2,634

 

Depreciation, depletion and amortization

 

34,108

 

865

 

951

(a)

 

 

35,924

 

Selling, general and administrative (exclusive of depreciation, depletion and amortization shown separately above)

 

16,449

 

4,263

 

 

 

 

 

20,712

 

Asset impairment loss

 

652

 

 

 

 

 

 

652

 

(Gain) loss on sale/acquisition of assets—net

 

(10,716

)

 

 

 

 

 

(10,716

)

Total costs and expenses

 

263,883

 

6,317

 

951

 

 

 

271,151

 

INCOME FROM OPERATIONS

 

41,764

 

4,740

 

(951

)

 

 

45,553

 

INTEREST AND OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

Interest expense and other

 

(5,338

)

(503

)

(3,326

)(b)

2,174

(c)

(6,993

)

Interest income and other

 

24

 

26

 

 

 

 

 

50

 

Equity in net income (loss) of unconsolidated affiliate

 

4,699

 

 

 

 

 

 

4,699

 

Total interest and other income (expense)

 

(615

)

(477

)

(3,326

)

2,174

 

(2,244

)

INCOME BEFORE INCOME TAXES

 

41,149

 

4,263

 

(4,277

)

2,174

 

43,309

 

INCOME TAXES

 

 

 

 

 

 

NET INCOME

 

$

41,149

 

$

4,263

 

$

(4,277

)

$

2,174

 

$

43,309

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Predecessor - Jan 1 to Oct 5, 2010

 

$

35,703

 

n/a

 

(872

)(d)

1,660

(d)

$

36,491

 

Net income attributable to Partnership - Oct 6 to Dec 31, 2010

 

$

5,446

 

n/a

 

858

(d)

514

(d)

$

6,818

 

 

 

 

 

 

 

 

 

 

 

 

 

General partner’s interest in net income

 

$

109

 

n/a

 

 

 

 

 

$

136

(e)

Common unitholders’ interest in net income

 

$

2,668

 

n/a

 

 

 

 

 

$

3,687

(e)

Subordinated unitholders’ interest in net income

 

$

2,669

 

n/a

 

 

 

 

 

$

2,995

(e)

Net income per limited partner unit, basic:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

$

0.22

 

n/a

 

 

 

 

 

$

0.24

(f)

Subordinated units

 

$

0.22

 

n/a

 

 

 

 

 

$

0.24

(f)

Net income per limited partner unit, diluted:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

$

0.22

 

n/a

 

 

 

 

 

$

0.24

(f)

Subordinated units

 

$

0.22

 

n/a

 

 

 

 

 

$

0.24

(f)

Weighted average number of limited partner units outstanding, basic:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

12,400

 

n/a

 

 

 

2,875

(g)

15,275

 

Subordinated units

 

12,397

 

n/a

 

 

 

 

 

12,397

 

Weighted average number of limited partner units outstanding, diluted:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

12,413

 

n/a

 

 

 

2,875

(g)

15,288

 

Subordinated units

 

12,397

 

n/a

 

 

 

 

 

12,397

 

 

4



 

RHINO RESOURCE PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2011

(In thousands, except per unit amounts)

 

 

 

Rhino

 

The Elk

 

Pro Forma Adjustments

 

 

 

 

 

Resource
Partners
LP
(Historical)

 

Horn Coal
Company
LLC
(Historical)

 

Elk Horn
Acquisition

 

Public
Offering of
Common
Units

 

Pro Forma
Combined

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

Coal sales

 

$

78,560

 

$

 

 

 

 

 

$

78,560

 

Freight and handling revenues

 

1,131

 

 

 

 

 

 

1,131

 

Other revenues

 

3,064

 

5,833

 

 

 

 

 

8,897

 

Total revenues

 

82,755

 

5,833

 

 

 

 

 

88,588

 

COSTS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Cost of operations (exclusive of depreciation, depletion and amortization shown separately below)

 

61,042

 

1,097

 

 

 

 

 

62,139

 

Freight and handling costs

 

813

 

 

 

 

 

 

813

 

Depreciation, depletion and amortization

 

9,144

 

488

 

410

(a)

 

 

10,042

 

Selling, general and administrative (exclusive of depreciation, depletion and amortization shown separately above)

 

5,351

 

1,244

 

 

 

 

 

6,595

 

Asset impairment loss

 

 

 

 

 

 

 

 

(Gain) loss on sale/acquisition of assets—net

 

(89

)

 

 

 

 

 

(89

)

Total costs and expenses

 

76,261

 

2,829

 

410

 

 

 

79,500

 

INCOME FROM OPERATIONS

 

6,494

 

3,004

 

(410

)

 

 

9,088

 

INTEREST AND OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

Interest expense and other

 

(1,058

)

(108

)

(869

)(b)

555

(c)

(1,480

)

Interest income and other

 

1

 

228

 

 

 

 

 

229

 

Equity in net income (loss) of unconsolidated affiliate

 

699

 

 

 

 

 

 

699

 

Total interest and other income (expense)

 

(358

)

120

 

(869

)

555

 

(552

)

INCOME BEFORE INCOME TAXES

 

6,136

 

3,124

 

(1,279

)

555

 

8,536

 

INCOME TAXES

 

 

 

 

 

 

NET INCOME

 

$

6,136

 

$

3,124

 

$

(1,279

)

$

555

 

$

8,536

 

 

 

 

 

 

 

 

 

 

 

 

 

General partner’s interest in net income

 

$

123

 

n/a

 

 

 

 

 

$

171

(e)

Common unitholders’ interest in net income

 

$

3,007

 

n/a

 

 

 

 

 

$

4,618

(e)

Subordinated unitholders’ interest in net income

 

$

3,006

 

n/a

 

 

 

 

 

$

3,747

(e)

Net income per limited partner unit, basic:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

$

0.24

 

n/a

 

 

 

 

 

$

0.30

(f)

Subordinated units

 

$

0.24

 

n/a

 

 

 

 

 

$

0.30

(f)

Net income per limited partner unit, diluted:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

$

0.24

 

n/a

 

 

 

 

 

$

0.30

(f)

Subordinated units

 

$

0.24

 

n/a

 

 

 

 

 

$

0.30

(f)

Weighted average number of limited partner units outstanding, basic:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

12,402

 

n/a

 

 

 

2,875

(g)

15,277

 

Subordinated units

 

12,397

 

n/a

 

 

 

 

 

12,397

 

Weighted average number of limited partner units outstanding, diluted:

 

 

 

 

 

 

 

 

 

 

 

Common units

 

12,431

 

n/a

 

 

 

2,875

(g)

15,306

 

Subordinated units

 

12,397

 

n/a

 

 

 

 

 

12,397

 

 

5



 

Basis of Presentation

 

The Partnership was formed on April 19, 2010 to acquire Rhino Energy LLC (the “Predecessor” or the “Operating Company”), an entity engaged primarily in the mining and sale of coal. The Partnership had no operations during the period from April 19, 2010 (date of inception) to October 5, 2010 (the consummation of the initial public offering (“IPO”) of the Partnership’s common units).  For full year 2010 income and expense items, the Partnership has disclosed consolidated figures of the Partnership and Predecessor as if the Partnership had operated the entire year. The closing of the IPO and the contribution of the membership interests in the Operating Company to the Partnership did not result in any basis change of the assets of the Predecessor as the Partnership and Predecessor were entities under common control and the Predecessor was contributed to the Partnership and continued operations in consistently the same manner after being contributed to the Partnership. For these reasons, the historical 2010 full year income and expense results for the Partnership and Predecessor are presented as one total figure. Note that the historical earnings per unit figures on the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 are based on the applicable income of the Partnership after the closing of the IPO and the contribution of the membership interests in the Operating Company to the Partnership (October 6, 2010) until year end December 31, 2010 since this is the amount of income that is attributable to the limited partner units after the closing of the IPO and the contribution of the membership interests in the Operating Company to the Partnership.

 

In June 2011, the Partnership completed the acquisition of 100% of the ownership interests in Elk Horn for approximately $119.5 million in cash consideration, or approximately $119.3 million net of cash acquired. In July 2011, the Partnership completed a public offering of the Partnership’s common units, the proceeds of which along with the related capital contribution of the Partnership’s general partner were used to repay borrowings outstanding under its credit facility.

 

The accompanying unaudited pro forma condensed consolidated financial information presents the pro forma consolidated financial position and results of operations of the Partnership based upon the historical financial statements of the Partnership and Elk Horn, after giving effect to the Elk Horn Acquisition and the public offering of the Partnership’s common units and the related capital contribution of the Partnership’s general partner.

 

The Elk Horn Acquisition was accounted for in these unaudited pro forma condensed consolidated financial statements according to business combination accounting guidelines, whereby the total consideration applicable to the Elk Horn Acquisition is allocated to the assets acquired and liabilities assumed based upon their estimated fair values. Although the responsibility of valuation remains with the Partnership’s management, the determination of the fair values of the various assets and liabilities acquired will be based in part upon studies conducted by third-party professionals with experience in the appropriate subject matter, which are not complete at this time. Any change to the acquisition date value of the identifiable net assets during the measurement period (up to one year from the acquisition date) will affect the amount of the purchase price allocated and may result in the recognition of goodwill or a gain on the acquisition. Subsequent changes to the purchase price allocation will be adjusted retroactively if material to the Partnership’s consolidated financial results.

 

Pro Forma Adjustments

 

Balance Sheet

 

(a)                                  Reflects terms of the merger agreement whereby available Elk Horn cash and a portion of the purchase price consideration were used to repay Elk Horn’s outstanding debt.

 

6



 

(b)                                 The preliminary purchase price allocation reflects the Partnership’s best estimate that the excess of the purchase price for Elk Horn in excess of the net assets acquired is related to the Elk Horn coal properties acquired.  The following table summarizes the assets acquired and liabilities assumed as of the pro forma acquisition date of March 31, 2011:

 

 

 

(in thousands)

 

Accounts receivable

 

$

2,050

 

Prepaid expenses and other

 

197

 

Property, plant and equipment (incl coal properties)

 

118,740

 

Other non-current assets

 

2,343

 

Accounts payable

 

(206

)

Accrued expenses and other

 

(467

)

Asset retirement obligations

 

(511

)

Other non-current liabilities

 

(2,650

)

Assets acquired

 

119,496

 

Total consideration

 

$

119,496

 

 

(c)                                  Per business combination accounting rules, the Elk Horn accumulated depreciation, depletion and amortization balance is eliminated because property, plant and equipment is recorded at fair value.

 

(d)                                 Reflects the elimination of the net balance of Elk Horn’s deferred financing costs since Elk Horn’s outstanding debt was repaid per the terms of the merger agreement.

 

(e)                                  Reflects the elimination of Elk Horn’s short-term and long-term debt per the terms of the merger agreement that stipulated that Elk Horn’s existing debt would be repaid with available Elk Horn cash and a portion of the purchase price consideration.  Also included in long-term debt is the additional borrowings incurred under the Partnership’s credit facility to initially fund the Elk Horn Acquisition.

 

(f)                                    Reflects the elimination of Elk Horn’s historical members’ capital balance per business combination accounting rules.

 

(g)                                 Reflects the proceeds from the public offering of the Partnership’s common units and the related capital contribution by the general partner of the Partnership, which was used to repay borrowings outstanding under the Partnership’s credit facility.

 

Income Statement

 

(a)                                  For the year ended December 31, 2010 and three months ended March 31, 2011, the pro forma adjustment reflects the estimated increase in depletion expense related to the anticipated step-up in basis for the mineral assets acquired.  The additional depletion expense is based upon actual tons produced by lessees for the respective periods, multiplied by the Partnership’s current estimate of the increased value of the mineral reserves acquired.  The following table displays the pro forma depletion expense adjustment for the year ended December 31, 2010 and three months ended March 31, 2011:

 

7



 

 

 

For the year ended
December 31, 2010

 

For the three months ended
March 31, 2011

 

 

 

(in thousands, except per ton amounts)

 

Elk Horn historical depletion expense

 

$

713

 

$

291

 

Elk Horn tons produced

 

1,600

 

675

 

Elk Horn historical depletion expense per ton

 

$

0.4457

 

$

0.4318

 

Rhino estimate of depletion expense per ton

 

$

1.0400

 

$

1.0400

 

Pro forma adjustment for depletion expense

 

$

951

 

$

410

 

 

(b)                             For the year ended December 31, 2010 and three months ended March 31, 2011, the pro forma adjustment reflects the estimated increase in interest expense related to the additional borrowings incurred by the Partnership to initially fund the Elk Horn Acquisition that were partially offset by the elimination of the historical Elk Horn interest expense due to the repayment of Elk Horn’s debt upon the completion of the acquisition. The additional interest expense is based upon the increased amount of long-term debt multiplied by a variable interest rate associated with the Partnership’s credit facility for the respective periods presented.  The following table displays the pro forma interest expense adjustments for the year ended December 31, 2010 and three months ended March 31, 2011:

 

 

 

For the year ended
December 31, 2010

 

For the three months
ended March 31, 2011

 

 

 

(in thousands, except interest rate amounts)

 

Additional debt from Elk Horn Acquisition

 

$

119,496

 

$

119,496

 

Interest rate

 

3.16

%

3.27

%

Additional interest expense

 

$

3,829

 

$

977

 

Less: Elk Horn historical interest expense

 

$

(503

)

$

(108

)

Pro forma adjustment for net increase in interest expense

 

$

3,326

 

$

869

 

 

An increase or decrease of 0.125% in the assumed interest rate used to calculate the pro forma adjustment for increased interest expense would cause the pro forma adjustment to increase or decrease, respectively, by approximately $151,000 and approximately $37,000 for the year ended December 31, 2010 and three months ended March 31, 2011, respectively.

 

(c)                                  For the year ended December 31, 2010 and three months ended March 31, 2011, the pro forma adjustment reflects the estimated decrease in interest expense related to the net proceeds from the public offering of the Partnership’s common units and the related capital contribution of the Partnership’s general partner, which were used to repay borrowings outstanding under the Partnership’s credit facility.  The decreased interest expense is based upon the decreased amount of long-term debt multiplied by a variable interest rate associated with the Partnership’s credit facility for the respective periods presented.  The following table displays the pro forma interest expense adjustments for the year ended December 31, 2010 and three months ended March 31, 2011:

 

8



 

 

 

For the year ended
December 31, 2010

 

For the three months
ended March 31, 2011

 

 

 

(in thousands, except interest rate amounts)

 

Net proceeds from public offering of the Partnership’s common units & related capital contribution of the Partnership’s general partner

 

$

(67,853

)

$

(67,853

)

Interest rate

 

3.16

%

3.27

%

Pro forma adjustment for decrease in interest expense

 

$

(2,174

)

$

(555

)

 

An increase or decrease of 0.125% in the assumed interest rate used to calculate the pro forma adjustment for decreased interest expense would cause the pro forma adjustment to increase or decrease, respectively, by approximately $86,000 and approximately $21,000 for the year ended December 31, 2010 and three months ended March 31, 2011, respectively.

 

(d)                                 For the year ended December 31, 2010, the pro forma adjustment of net income to the Predecessor and Partnership is based upon Elk Horn’s fourth quarter 2010 historical financial results and applicable fourth quarter 2010 pro forma adjustments for depletion expense and interest expense.  The resulting fourth quarter 2010 pro forma net income was allocated to the Partnership based upon the portion of the fourth quarter 2010 attributable to the Partnership after the IPO was completed (October 6, 2010) through December 31, 2010.  The remaining portion of the full year 2010 pro forma net income was allocated to the Predecessor.

 

(e)                                  For the year ended December 31, 2010 and three months ended March 31, 2011, the pro forma adjustments for each applicable partners’ interest in net income are based upon the Elk Horn historical financial results along with the relative pro forma adjustments for depletion expense and interest expense, as well as the issuance of additional common units related to the Partnership’s public offering and the related capital contribution of the Partnership’s general partner.  The allocation to each applicable partners’ interest is based upon the method outlined in the Partnership’s second amended and restated agreement of limited partnership.

 

(f)                                    For the year ended December 31, 2010 and three months ended March 31, 2011, the pro forma adjustments for common and subordinated earnings per unit (“EPU”) are based upon the pro forma adjustments for net income applicable to each limited partner class, divided by the weighted average number of units outstanding applicable to each partner class.  The pro forma EPU for common units for the year ended December 31, 2010 and three months ended March 31, 2011 reflects the issuance of additional common units related to the Partnership’s public offering.

 

(g)                                 For the year ended December 31, 2010 and three months ended March 31, 2011, the pro forma adjustments for common units reflect the issuance of additional common units related to the Partnership’s public offering of common units in July 2011.

 

9