NOTE 3—ACQUISITIONS, JOINT VENUTURES AND DIVESTITURES

Acquisitions

On March 25, 2019, the Partnership acquired all of the equity interests in subsidiaries of PEP I Holdings, LLC, PEP II Holdings, LLC and PEP III Holdings, LLC that own oil and natural gas mineral and royalty interests (the “Phillips Acquisition”). The aggregate consideration for the Phillips Acquisition consisted of 9,400,000 OpCo Common Units and an equal number of Class B Units, valued at approximately $171.6 million based on the closing price of the Partnership’s common units of $18.25 on March 25, 2019. The assets acquired in the Phillips Acquisition consisted of approximately 866,528 gross acres and 12,210 net royalty acres.

On July 12, 2018, the Partnership completed the acquisition of the equity interests in certain subsidiaries owned by Haymaker Minerals & Royalties, LLC and Haymaker Properties, LP (the “Haymaker Acquisition”) in a transaction valued at approximately $444.0 million. The purchase price for the Haymaker Acquisition was comprised of (i) net cash consideration of approximately $208.6 million and (ii) 10,000,000 common units of the Partnership, valued at approximately $235.4 million based on the closing price of the Partnership’s common units of $23.54 on July 12, 2018. The Partnership funded the cash consideration with borrowings under the Amended Credit Agreement and net proceeds from the Preferred Unit Transaction (as defined in Note 8 – Preferred Units). The assets acquired in the Haymaker Acquisition consisted of approximately 5.4 million gross acres and 43,000 net royalty acres.

The following unaudited pro forma results of operations reflect the Partnership’s results as if the Haymaker Acquisition, the acquisition of certain overriding royalty, royalty and other mineral interests from Rivercrest Capital Partners LP, the Kimbell Art Foundation and Cupola Royalty Direct, LLC, as well as all of the equity interests of a subsidiary of Rivercrest Royalties Holdings II, LLC (the “Dropdown”), and the Phillips Acquisition had occurred on January 1, 2018. In the Partnership’s opinion, all significant adjustments necessary to reflect the effects of the Haymaker Acquisition, Dropdown and Phillips Acquisition have been made. Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Total revenues	$	32,978,851	$	30,506,261	$	87,871,247	$	91,943,767
Net loss attributable to common units	$	(16,261,051)	$	(1,694,292)	$	(27,233,939)	$	(17,260,464)

Net loss attributable to common units
Basic	$	(0.73)	$	(0.08)	$	(1.31)	$	(0.83)
Diluted	$	(0.73)	$	(0.08)	$	(1.31)	$	(0.83)

On September 20, 2019, the Partnership agreed to acquire various mineral and royalty interests in Oklahoma for an aggregate purchase price of approximately $9.9 million. The acquisition closed on November 6, 2019. The Partnership funded the payment of the purchase price with borrowings under its secured revolving credit facility. In connection with the execution of the purchase agreement, the Partnership paid a deposit of approximately $1.0 million on the purchase price. This deposit is included in deposits on oil and natural gas properties on the accompanying condensed consolidated balance sheet. See Note 16 – Subsequent Events for details on the closing of this acquisition.

Joint Ventures

On June 19, 2019, the Partnership entered into a joint venture (the “Joint Venture”) with Springbok SKR Capital Company, LLC and Rivercrest Capital Partners, LP. The Partnership’s ownership in the Joint Venture is 49.3% and its total capital commitment will not exceed $15.0 million. The Joint Venture will be managed by Springbok Operating Company, LLC. The purpose of the Joint Venture will be to make direct or indirect investments in royalty, mineral and overriding royalty interests and similar non-cost bearing interests in oil and gas properties, excluding leasehold or working interests. The Partnership will utilize the equity method of accounting for its investment in the Joint Venture. As of September 30, 2019, the Partnership has paid approximately $3.0 million under its capital commitment.

Divestitures

In May 2018, the Partnership executed two purchase and sale agreements to sell a small portion of its Delaware Basin acreage for $10.6 million, which was recorded as a reduction in the full-cost pool, with no gain or loss recorded on the sale. At the time of the divestiture, the sales represented approximately 29 barrels of equivalent (“Boe”) per day of production, less than 0.8% of total production and 59 net royalty acres, approximately 0.08% of total net royalty acres.