EX-99.2 4 a19-11183_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Unaudited Pro Forma Condensed Combined Financial Statements

 

On March 25, 2019 (the “Closing Date”), Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell” or the “Partnership”), completed its acquisition (the “Acquisition”) of all of the equity interests in Phillips Energy Partners, LLC, Phillips Energy Partners II, LLC and Phillips Energy Partners III, LLC (collectively, “Phillips Energy Partners”), pursuant to the Securities Purchase Agreement, dated as of February 6, 2019, by and among the Partnership, Kimbell Royalty Operating, LLC (the “Operating Company”), a Delaware limited liability company, PEP I Holdings, LLC, a Delaware limited liability company, PEP II Holdings, LLC, a Delaware limited liability company, and PEP III Holdings, LLC, a Delaware limited liability company. The aggregate consideration for the Acquisition consisted of 9,400,000 common units representing limited liability company interests  of the Operating Company (“OpCo Common Units”) and an equal number of Class B common units representing limited partner interests of the Partnership (“Class B Units”), resulting in a total valuation of approximately $171.6 million based on a closing price of $18.25 per unit of common units representing limited partner interests of the Partnership (“Common Units”) as of the Closing Date.

 

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2019 and for the year ended December 31, 2018 have been prepared to reflect the Acquisition. The pro forma financial data is presented as if the Acquisition had occurred on January 1, 2018.

 

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

 

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

 

The unaudited pro forma condensed combined statements of operations are for informational purposes only and do not purport to represent what the Partnership’s results of operations would have been had the Acquisition occurred on the dates indicated. This unaudited pro forma condensed combined financial information should not be used to project the Partnership’s financial performance for any future period. A number of factors may affect the Partnership’s results. Please read “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”) and the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “Form 10-Q”) 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 condensed consolidated financial statements and notes thereto contained in the Form 10-Q and the historical combined financial statements and notes thereto of Phillips Energy Partners, as filed herewith by the Partnership with the Securities and Exchange Commission. A pro forma condensed combined balance sheet is not required within the unaudited pro forma condensed combined financial information, as the Acquisition has already been reflected in the Partnership’s historical condensed consolidated balance sheet as of March 31, 2019, included in the Partnership’s Form 10-Q.

 

1


 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2019

 

 

 

 

 

Phillips

 

 

 

 

 

 

 

 

Kimbell

 

Energy Partners

 

 

 

 

Pro Forma

 

 

 

Three Months Ended

 

From January 1, 2019 to

 

Pro Forma

 

 

Three Months Ended

 

 

 

March 31, 2019

 

March 24, 2019

 

Adjustments

 

 

March 31, 2019

 

Revenue

 

 

 

 

 

 

 

 

 

 

Oil, natural gas and NGL revenues

 

$

22,833,393

 

$

5,008,586

 

$

 

 

$

27,841,979

 

Lease bonus and other income

 

83,606

 

 

 

 

83,606

 

Loss on commodity derivative instruments

 

(4,969,790

)

 

 

 

(4,969,790

)

Total revenues

 

17,947,209

 

5,008,586

 

 

 

22,955,795

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

1,596,394

 

248,248

 

 

 

1,844,642

 

Depreciation, depletion and accretion expenses

 

10,281,008

 

 

1,926,582

 

(A)

12,207,590

 

Impairment of oil and natural gas properties

 

2,802,198

 

 

(1,926,582

)

(A)

875,616

 

Marketing and other deductions

 

1,857,043

 

287,600

 

 

 

2,144,643

 

General and administrative expenses

 

5,333,366

 

 

 

 

5,333,366

 

Total costs and expenses

 

21,870,009

 

535,848

 

 

 

22,405,857

 

Operating loss

 

(3,922,800

)

4,472,738

 

 

 

549,938

 

Other expense

 

 

 

 

 

 

 

 

 

 

Interest expense

 

1,422,563

 

 

 

 

1,422,563

 

Net (loss) income

 

(5,345,363

)

4,472,738

 

 

 

(872,625

)

Distribution and accretion on Series A preferred units

 

(3,469,584

)

 

 

 

(3,469,584

)

Net loss and distributions and accretion on Series A preferred units attributable to noncontrolling interests

 

5,151,509

 

 

 

 

5,151,509

 

Distributions on Class B units

 

(23,814

)

 

 

 

(23,814

)

Net (loss) income attributable to common units

 

$

(3,687,252

)

$

4,472,738

 

$

 

 

$

785,486

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to common units

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.21

)

 

 

 

 

 

$

0.04

 

Diluted

 

$

(0.21

)

 

 

 

 

 

$

0.04

 

Weighted average number of common units outstanding

 

 

 

 

 

 

 

 

 

 

Basic

 

17,971,300

 

 

 

 

 

 

17,971,300

 

Diluted

 

17,971,300

 

 

 

 

 

 

19,129,224

 

 

2


 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2018

 

 

 

 

 

Phillips

 

 

 

 

 

 

 

 

Kimbell

 

Energy Partners

 

 

 

 

Pro Forma

 

 

 

Year Ended

 

Year Ended

 

Pro Forma

 

 

Year Ended

 

 

 

December 31, 2018

 

December 31, 2018

 

Adjustments

 

 

December 31, 2018

 

Revenue

 

 

 

 

 

 

 

 

 

 

Oil, natural gas and NGL revenues

 

$

65,713,112

 

$

26,526,000

 

$

 

 

$

92,239,112

 

Lease bonus and other income

 

1,213,550

 

874,000

 

 

 

2,087,550

 

Gain on commodity derivative instruments

 

3,331,548

 

 

 

 

3,331,548

 

Total revenues

 

70,258,210

 

27,400,000

 

 

 

97,658,210

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

4,399,667

 

1,380,000

 

 

 

5,779,667

 

Processing, transportation and other

 

 

1,168,000

 

(1,168,000

)

(B)

 

Depreciation, depletion and accretion expenses

 

25,213,043

 

5,886,000

 

3,956,688

 

(C)

35,055,731

 

Impairment of oil and natural gas properties

 

67,311,501

 

75,000

 

(18,372,879

)

(C)

49,013,622

 

Marketing and other deductions

 

4,652,313

 

 

1,168,000

 

(B)

5,820,313

 

General and administrative expenses

 

16,847,328

 

4,237,000

 

 

 

21,084,328

 

Total costs and expenses

 

118,423,852

 

12,746,000

 

(14,416,191

)

 

116,753,661

 

Operating loss

 

(48,165,642

)

14,654,000

 

14,416,191

 

 

(19,095,451

)

Other expense (income)

 

 

 

 

 

 

 

 

 

 

Interest expense

 

4,091,900

 

29,000

 

 

 

4,120,900

 

Gain on disposition of assets

 

 

(12,029,000

)

12,029,000

 

(D)

 

Interest income

 

 

(2,000

)

 

 

(2,000

)

Net (loss) income before income taxes

 

(52,257,542

)

26,656,000

 

2,387,191

 

 

(23,214,351

)

Provision for income taxes

 

24,681

 

 

 

 

 

24,681

 

Net (loss) income

 

(52,282,223

)

26,656,000

 

2,387,191

 

 

(23,239,032

)

Distribution and accretion on Series A preferred units

 

(6,310,040

)

 

 

 

(6,310,040

)

Net loss and distributions and accretion on Series A preferred units attributable to noncontrolling interests

 

1,855,681

 

 

 

 

1,855,681

 

Distributions on Class B units

 

(30,967

)

 

 

 

(30,967

)

Net (loss) income attributable to common units

 

$

(56,767,549

)

$

26,656,000

 

$

2,387,191

 

 

$

(27,724,358

)

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to common units

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(3.08

)

 

 

 

 

 

$

(1.50

)

Diluted

 

$

(3.08

)

 

 

 

 

 

$

(1.50

)

Weighted average number of common units outstanding

 

 

 

 

 

 

 

 

 

 

Basic

 

18,442,234

 

 

 

 

 

 

18,442,234

 

Diluted

 

18,442,234

 

 

 

 

 

 

18,442,234

 

 

3


 

For the Three Months Ended March 31, 2019 and for the Year Ended December 31, 2018

 

1) Basis of Presentation

 

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2019 and for the year ended December 31, 2018 are derived from the historical financial statements of Kimbell and the historical combined financial statements of Phillips Energy Partners for the period from January 1, 2019 to March 24, 2019 and for the year ended December 31, 2018.

 

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 Acquisition will differ from the pro forma adjustments. A general description of the pro forma adjustments is provided as follows:

 

A)                       Reflects pro forma depletion expense on oil and natural gas properties acquired through the Acquisition for the period from January 1, 2019 to March 24, 2019.  The increase in depletion expense resulted in reduced impairment expense as a result of the ceiling impairment for the three months ended March 31, 2019.

 

B)                       Reflects the reclassification of processing, transportation and other expenses into marketing and other deductions to conform to the Partnership’s presentation.

 

C)                       Reflects adjustment to depletion expense and impairment of oil and natural gas properties in accordance with the full-cost method of accounting for oil and natural gas properties, which is calculated as the difference between historical depreciation, depletion and accretion expenses (“DD&A”) and the adjusted Phillips Energy Partners DD&A. The pro forma DD&A expense for Phillips Energy Partners is calculated using the fair value from the preliminary allocation for oil and natural gas properties assuming the transaction was consummated as of January 1, 2018. The pro forma DD&A expense related to Phillips Energy Partners assets exceeded historical Phillips Energy Partners DD&A for the year ended December 31, 2018 mainly due to the increase from historical book value of the properties to the fair value based on the preliminary allocation for oil and natural gas properties. The Partnership acquired the oil and natural gas properties of Phillips Energy Partners for a purchase price of approximately $171.6 million, comprising equity consideration of 9,400,000 OpCo Common Units and an equal number Class B Units, issued at a closing price of $18.25 per unit, reduced by purchase price adjustments of $4.5 million. The purchase price in the preliminary allocation was assigned to oil and natural gas properties with $61.5 million assigned to proved properties and $110.1 million assigned to unevaluated properties.

 

D)                       Reflects the elimination of gain on disposition of assets related to Phillips Energy Partners to remove the gain associated with the assets not purchased by the Partnership.

 

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 year ended December 31, 2018, excludes the Common Units issuable upon the conversion of the outstanding Series A cumulative convertible preferred units of the Partnership, the Common Units issuable upon the exchange of the outstanding Class B Units and OpCo Common Units and 1,157,924 unvested restricted units issuable upon vesting, because their inclusion in the calculation would be anti-dilutive.

 

4) Pro Forma Supplemental Oil and Gas Reserve Information

 

4


 

The following pro forma standardized measure of the discounted net future cash flows and changes are applicable to the proved reserves of Kimbell and Phillips Energy Partners. 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 and Phillips Energy Partners.

 

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 combined financial statements and notes thereto of Phillips Energy Partners, as filed herewith by the Partnership with the Securities and Exchange Commission.

 

The following tables provide a pro forma rollforward of the total proved reserves for the year ended December 31, 2018, 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

 

Phillips
Energy Partners

 

Pro Forma

 

Net proved reserves at December 31, 2017

 

7,463

 

991

 

8,454

 

Revisions of previous estimates

 

194

 

283

 

477

 

Purchase of minerals in place

 

3,729

 

 

3,729

 

Extensions, discoveries and other additions

 

 

364

 

364

 

Sales of minerals in place

 

 

(63

)

(63

)

Production

 

(591

)

(272

)

(863

)

Net proved reserves at December 31, 2018

 

10,795

 

1,303

 

12,098

 

 

 

 

 

 

 

 

 

Net proved developed reserves

 

 

 

 

 

 

 

December 31, 2017

 

5,284

 

991

 

6,275

 

December 31, 2018

 

9,183

 

1,303

 

10,486

 

 

 

 

 

 

 

 

 

Net proved undeveloped reserves

 

 

 

 

 

 

 

December 31, 2017

 

2,179

 

 

2,179

 

December 31, 2018

 

1,612

 

 

1,612

 

 

5


 

 

 

Natural Gas (MMcf)

 

 

 

Kimbell

 

Phillips
Energy Partners

 

Pro Forma

 

Net proved reserves at December 31, 2017

 

63,916

 

7,974

 

71,890

 

Revisions of previous estimates

 

1,754

 

2,251

 

4,005

 

Purchase of minerals in place

 

69,465

 

 

69,465

 

Extensions, discoveries and other additions

 

 

3,362

 

3,362

 

Sales of minerals in place

 

 

(212

)

(212

)

Production

 

(7,874

)

(2,351

)

(10,225

)

Net proved reserves at December 31, 2018

 

127,261

 

11,024

 

138,285

 

 

 

 

 

 

 

 

 

Net proved developed reserves

 

 

 

 

 

 

 

December 31, 2017

 

47,501

 

7,974

 

55,475

 

December 31, 2018

 

116,321

 

11,024

 

127,345

 

 

 

 

 

 

 

 

 

Net proved undeveloped reserves

 

 

 

 

 

 

 

December 31, 2017

 

16,415

 

 

16,415

 

December 31, 2018

 

10,940

 

 

10,940

 

 

6


 

 

 

Natural Gas Liquids (MBbls)

 

 

 

Kimbell

 

Phillips
Energy Partners

 

Pro Forma

 

Net proved reserves at December 31, 2017

 

2,838

 

907

 

3,745

 

Revisions of previous estimates

 

952

 

(11

)

941

 

Purchase of minerals in place

 

2,166

 

 

2,166

 

Extensions, discoveries and other additions

 

 

206

 

206

 

Sales of minerals in place

 

 

(38

)

(38

)

Production

 

(310

)

(115

)

(425

)

Net proved reserves at December 31, 2018

 

5,646

 

949

 

6,595

 

 

 

 

 

 

 

 

 

Net proved developed reserves

 

 

 

 

 

 

 

December 31, 2017

 

2,202

 

907

 

3,109

 

December 31, 2018

 

5,063

 

949

 

6,012

 

 

 

 

 

 

 

 

 

Net proved undeveloped reserves

 

 

 

 

 

 

 

December 31, 2017

 

636

 

 

636

 

December 31, 2018

 

583

 

 

583

 

 

 

 

Total (Mboe)

 

 

 

Kimbell

 

Phillips
Energy Partners

 

Pro Forma

 

Net proved reserves at December 31, 2017

 

20,954

 

3,227

 

24,181

 

Revisions of previous estimates

 

1,437

 

647

 

2,084

 

Purchase of minerals in place

 

17,473

 

 

17,473

 

Extensions, discoveries and other additions

 

 

1,130

 

1,130

 

Sales of minerals in place

 

 

(136

)

(136

)

Production

 

(2,213

)

(779

)

(2,992

)

Net proved reserves at December 31, 2018

 

37,651

 

4,089

 

41,740

 

 

 

 

 

 

 

 

 

Net proved developed reserves

 

 

 

 

 

 

 

December 31, 2017

 

15,403

 

3,227

 

18,630

 

December 31, 2018

 

33,633

 

4,089

 

37,722

 

 

 

 

 

 

 

 

 

Net proved undeveloped reserves

 

 

 

 

 

 

 

December 31, 2017

 

5,551

 

 

5,551

 

December 31, 2018

 

4,018

 

 

4,018

 

 

Standardized Measure

 

The standardized measure of discounted future net cash flows before income taxes related to the proved oil, natural gas and natural gas liquids reserves of the properties is as follows for the year ended December 31, 2018 (in thousands):

 

 

 

Kimbell

 

Phillips
Energy Partners

 

Pro Forma

 

Future cash inflows

 

$

1,056,464

 

$

132,717

 

$

1,189,181

 

Future production costs

 

(79,724

)

(8,112

)

(87,836

)

Future state margin taxes

 

(32,885

)

(1,683

)

(34,568

)

Future income tax expense

 

(41,241

)

 

(41,241

)

Future net cash flows

 

902,614

 

122,922

 

1,025,536

 

Less 10% annual discount to reflect estimated timing of cash flows

 

(504,247

)

(59,404

)

(563,651

)

Standard measure of discounted future net cash flows

 

$

398,367

 

$

63,518

 

$

461,885

 

 

7


 

The changes in the pro forma standardized measure of discounted estimated future net cash flows were as follows for the year ended December 31, 2018 (in thousands):

 

 

 

Kimbell

 

Phillips
Energy Partners

 

Pro Forma

 

Standardized measure, beginning of year

 

$

215,552

 

$

40,334

 

$

255,886

 

Sales, net of production costs

 

(56,661

)

(23,979

)

(80,640

)

Net changes of prices and production costs related to future production

 

11,355

 

13,907

 

25,262

 

Extensions, discoveries and improved recovery, net of future production and development costs

 

 

18,023

 

18,023

 

Revisions or previous quantity estimates, net of related costs

 

16,385

 

10,333

 

26,718

 

Net changes in state margin taxes

 

(13,271

)

(669

)

(13,940

)

Net changes in income taxes

 

(17,232

)

 

(17,232

)

Accretion of discount

 

21,555

 

4,033

 

25,588

 

Purchases of reserves in place

 

175,885

 

 

175,885

 

Divestitures of reserves

 

 

(1,874

)

(1,874

)

Timing differences and other

 

44,799

 

3,410

 

48,209

 

Standardized measure - end of year

 

$

398,367

 

$

63,518

 

$

461,885

 

 

8