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EX-99.2 - EX-99.2 - Kimbell Royalty Partners, LPa18-27149_1ex99d2.htm
EX-99.1 - EX-99.1 - Kimbell Royalty Partners, LPa18-27149_1ex99d1.htm
8-K/A - 8-K/A - Kimbell Royalty Partners, LPa18-27149_18ka.htm

Exhibit 99.3

 

Unaudited Pro Forma Condensed Combined Financial Statements

 

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

 

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

 

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

 

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

 

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

 

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

 

1



 

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

 

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

 

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

 

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

 

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

 

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

 

2



 

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2018

 

 

 

Kimbell

 

Pro Forma
Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,334,632

 

$

(216,320,376

)(A)

$

(3,531,358

)

 

 

 

 

101,724,755

(B)

 

 

 

 

 

 

102,729,631

(C)

 

 

Oil, natural gas and NGL receivables

 

6,597,763

 

 

6,597,763

 

Accounts receivable and other current assets

 

226,641

 

 

226,641

 

 

 

 

 

 

 

 

 

Total current assets

 

15,159,036

 

(11,865,990

)

3,293,046

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

107,889

 

 

107,889

 

 

 

 

 

 

 

 

 

Oil and natural gas properties

 

 

 

 

 

 

 

Oil and natural gas properties, using full cost method of accounting

 

287,050,787

 

169,395,141

(A)

456,445,928

 

Unevaluated properties

 

 

 

282,325,235

(A)

282,325,235

 

Less: accumulated depreciation, depletion, accretion and impairment

 

(77,946,337

)

 

(77,946,337

)

 

 

 

 

 

 

 

 

Total oil and natural gas properties

 

209,104,450

 

451,720,376

 

660,824,826

 

 

 

 

 

 

 

 

 

Long term derivative asset

 

 

 

 

 

Deposits on oil and natural gas properties

 

23,533,243

 

 

 

23,533,243

 

Other assets

 

1,189,994

 

 

 

1,189,994

 

Loan origination costs, net

 

223,958

 

3,275,245

(B)

3,499,203

 

Deferred tax assets

 

 

8,513,953

(M)

8,513,953

 

 

 

 

 

 

 

 

 

Total assets

 

$

249,318,570

 

$

451,643,584

 

$

700,962,154

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

5,239,072

 

$

 

$

5,239,072

 

Current income taxes payable

 

 

694,905

(M)

694,905

 

Other current liabilities

 

1,226,727

 

 

1,226,727

 

Commodity derivative liabilities

 

400,798

 

 

400,798

 

 

 

 

 

 

 

 

 

Total current liabilities

 

6,866,597

 

694,905

 

7,561,502

 

 

 

 

 

 

 

 

 

Commodity derivative liabilities

 

599,561

 

 

599,561

 

Long-term debt

 

42,972,997

 

105,000,000

(B)

147,972,997

 

Total liabilities

 

50,439,155

 

105,694,905

 

156,134,060

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred Units, 110,000 units issued and outstanding

 

 

102,729,631

(C)

102,729,631

 

 

 

 

 

 

 

 

 

Partners’ capital

 

198,879,415

 

235,400,000

(A)

442,098,463

 

 

 

 

 

7,819,048

(M)

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

249,318,570

 

$

451,643,584

 

$

700,962,154

 

 

3



 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2018

 

 

 

Kimbell

 

Haymaker
Properties

 

Haymaker
Minerals

 

Pro Forma
Adjustments

 

Pro Forma

 

Oil, natural gas and NGL revenues

 

$

22,422,590

 

$

 

$

 

$

22,235,881

(D)

$

43,504,576

 

 

 

 

 

 

 

 

 

(368,124

)(F)

 

 

 

 

 

 

 

 

 

 

(785,771

)(E)

 

 

Crude oil and condensate sales

 

 

2,930,717

 

5,621,833

 

(8,552,550

)(D)

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas sales

 

 

9,995,501

 

1,277,575

 

(11,273,076

)(D)

 

Natural gas liquids sales and other

 

 

1,502,451

 

907,804

 

(2,410,255

)(D)

 

Income from lease bonus

 

 

259,445

 

1,119,041

 

368,124

(F)

1,746,610

 

Loss on commodity derivative instruments

 

(823,354

)

 

 

 

(823,354

)

Total revenues

 

21,599,236

 

14,688,114

 

8,926,253

 

(785,771

)

44,427,832

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

1,621,397

 

 

 

1,276,388

(G)

2,897,785

 

Production ad valorem, and withholding taxes

 

 

746,704

 

629,955

 

(1,276,388

)(G)

 

 

 

 

 

 

 

 

 

(100,271

)(E)

 

 

Production expense

 

 

1,709,692

 

593,825

 

(2,288,924

)(H)

 

 

 

 

 

 

 

 

 

(14,593

)(E)

 

 

Depreciation, depletion and accretion expense

 

7,887,302

 

3,744,033

 

2,389,109

 

(6,133,142

)(A)

16,634,274

 

 

 

 

 

 

 

 

 

8,746,972

(A)

 

 

Impairment of oil and natural gas properties

 

54,753,444

 

 

 

 

54,753,444

 

Marketing and other deductions

 

1,178,875

 

 

 

2,288,924

(H)

3,467,799

 

General and administrative expense

 

6,770,794

 

4,834,483

 

3,281,048

 

(5,458,064

)(N)

9,428,261

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

72,211,812

 

11,034,912

 

6,893,937

 

(2,959,098

)

87,181,563

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(50,612,576

)

3,653,202

 

2,032,316

 

2,173,327

 

(42,753,731

)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on derivatives

 

 

(736,696

)

(632,594

)

1,369,290

(I)

 

Interest expense

 

(833,600

)

(538,704

)

(398,643

)

1,770,947

(B)

(3,875,768

)

 

 

 

 

 

 

 

 

(3,875,768

)(B)

 

 

Other income

 

 

4,686

 

17,710

 

(22,396

)(O)

 

Total other income (expense)

 

(833,600

)

(1,270,714

)

(1,013,527

)

(757,927

)

(3,875,768

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(51,446,176

)

2,382,488

 

1,018,789

 

1,415,400

 

(46,629,499

)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

 

(566

)

(5,884,457

)(L)

(5,885,023

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(51,446,176

)

$

2,382,488

 

$

1,019,355

 

$

7,299,857

 

$

(40,744,476

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per Common Unit

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(3.14

)

 

 

 

 

 

 

$

(1.55

)

Diluted

 

$

(3.14

)

 

 

 

 

 

 

$

(1.55

)

Weighted average Common Unit outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

16,361,619

 

 

 

 

 

10,000,000

 

26,361,619

 

Diluted

 

16,361,619

 

 

 

 

 

10,000,000

 

26,361,619

 

Distributions declared and paid per Common Unit

 

$

0.43

 

 

 

 

 

 

 

$

0.43

 

 

4



 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2017

 

 

 

Kimbell
Period from
February 8, 2017 to
December 31, 2017

 

Pro Forma Kimbell
Period from
January 1, 2017
to February 7, 2017 (1)

 

Haymaker
Properties

 

Haymaker
Minerals

 

Pro Forma
Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil, natural gas and NGL revenues

 

$

30,665,092

 

$

3,515,409

 

$

 

$

 

$

44,986,176

(D)

$

76,695,440

 

 

 

 

 

 

 

 

 

 

 

(721,172

)(F)

 

 

 

 

 

 

 

 

 

 

 

 

(1,750,065

)(E)

 

 

Crude oil and condensate sales

 

 

 

5,198,807

 

8,412,906

 

(13,611,713

)(D)

 

Natural gas sales

 

 

 

23,802,198

 

3,104,569

 

(26,906,767

)(D)

 

Natural gas liquids sales and other

 

 

 

3,346,480

 

1,121,216

 

(4,467,696

)(D)

 

Income from lease bonus

 

 

 

659,552

 

2,535,014

 

721,172

(F)

3,915,738

 

Loss on commodity derivative instruments

 

(318,829

)

 

 

 

 

 

(318,829

)

Total revenues

 

30,346,263

 

3,515,409

 

33,007,037

 

15,173,705

 

(1,750,065

)

80,292,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

2,452,058

 

261,760

 

 

 

2,896,789

(G)

5,610,607

 

Production ad valorem, and withholding taxes

 

 

 

2,009,528

 

918,933

 

(2,896,789

)(G)

 

 

 

 

 

 

 

 

 

 

 

(31,672

)(E)

 

 

Production expense

 

 

 

3,616,353

 

1,107,389

 

(4,392,854

)(H)

 

 

 

 

 

 

 

 

 

 

 

(330,888

)(E)

 

 

Depreciation, depletion and accretion expense

 

15,546,341

 

1,477,274

 

8,821,353

 

3,794,983

 

(12,616,336

)(A)

35,144,929

 

 

 

 

 

 

 

 

 

 

 

18,121,314

(A)

 

 

Marketing and other deductions

 

1,648,895

 

167,222

 

 

 

4,392,854

(H)

6,208,971

 

General and administrative expense

 

8,191,792

 

930,181

 

8,152,102

 

6,344,052

 

 

23,618,127

 

Gain on sale of assets

 

 

 

 

 

(83,633,721

)

(12,870,998

)

96,504,719

(E)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

27,839,086

 

2,836,437

 

(61,034,385

)

(705,641

)

101,647,137

 

70,582,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

2,507,177

 

678,972

 

94,041,422

 

15,879,346

 

(103,397,202

)

9,709,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on derivatives

 

 

 

2,289,723

 

917,330

 

(3,207,053

)(I)

 

Interest expense

 

(791,437

)

 

(909,604

)

(1,549,482

)

3,250,523

(B)

(7,751,536

)

 

 

 

 

 

 

(7,751,536

)(B)

 

Interest income

 

 

 

1,918

 

 

(1,918

)(J)

 

Loss on debt extinguishment

 

 

 

 

(265,061

)

265,061

(B)

 

Total other income (expense)

 

(791,437

)

 

1,382,037

 

(897,213

)

(7,444,923

)

(7,751,536

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,715,740

 

678,972

 

95,423,459

 

14,982,133

 

(110,842,125

)

1,958,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

 

97,388

 

(97,388

)(K)

1,036,084

 

 

 

 

 

 

 

 

 

 

 

1,036,084

(L)

 

 

Net income

 

$

1,715,740

 

$

678,972

 

$

95,423,459

 

$

14,884,745

 

$

(110,744,737

)

$

922,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per Common Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

 

 

 

 

 

 

 

0.04

 

Diluted

 

$

0.10

 

 

 

 

 

 

 

 

 

0.03

 

Weighted average Common Unit outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

16,336,871

 

 

 

 

 

 

 

10,000,000

 

26,336,871

 

Diluted

 

16,455,602

 

 

 

 

 

 

 

15,945,946

 

32,401,548

 

Distributions declared and paid per Common Unit

 

$

1.20

 

 

 

 

 

 

 

 

 

1.20

 

 


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

 

5



 

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

 

1) Basis of Presentation

 

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

 

2) Pro Forma Adjustments and Assumptions

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

Ended

 

Year Ended

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

2018

 

2017

 

 

 

Estimated

 

 

 

Estimated

 

Estimated

 

 

 

Fair Value

 

Estimated

 

Depreciation,

 

Depreciation,

 

 

 

Using Full

 

Proved

 

Depletion and

 

Depletion and

 

 

 

Cost Method of

 

Reserves

 

Accretion

 

Accretion

 

 

 

Accounting

 

(MBoe)

 

Expense

 

Expense

 

Oil and natural gas properties:

 

 

 

 

 

 

 

 

 

Proved properties

 

$

169,395,141

 

14,636

 

$

8,746,972

 

$

18,121,314

 

Unevaluated properties

 

282,325,235

 

 

 

 

Total pro forma adjustments

 

$

451,720,376

 

14,636

 

$

8,746,972

 

$

18,121,314

 

 

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

 

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

 

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

 

6



 

 

 

Six Months

 

 

 

 

 

Ended

 

Year Ended

 

 

 

June 30,

 

December 31,

 

 

 

2018

 

2017

 

New secured revolving credit facility:

 

 

 

 

 

Interest expense

 

$

3,548,244

 

$

7,096,487

 

Amortization expense of loan origination costs

 

327,524

 

655,049

 

 

 

3,875,768

 

7,751,536

 

Pro forma adjustment of existing debt:

 

 

 

 

 

Interest expense - Kimbell

 

(833,600

)

(791,437

)

Interest expense - Haymaker Properties

 

(538,704

)

(909,604

)

Interest expense - Haymaker Minerals

 

(398,643

)

(1,549,482

)

 

 

(1,770,947

)

(3,250,523

)

Net adjustment to interest expense

 

$

2,104,821

 

$

4,501,013

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

7



 

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

 

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

 

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

 

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

 

8



 

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.

 

9



 

 

 

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.

 

10



 

 

 

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

 

 

11



 

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

 

 

12