Exhibit 99.4
KIMBELL ROYALTY PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On December 15, 2022 (the “Closing Date”), Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell” or the “Partnership”) and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“OpCo” and, together with Kimbell, the “Buyer Parties”), completed the previously announced acquisition (the “Hatch Acquisition”) of mineral and royalty interests pursuant to a purchase and sale agreement (the “PSA”), dated November 3, 2022, by and among the Buyer Parties and Hatch Royalty LLC, a Delaware limited liability company (“Hatch”). The aggregate consideration paid to Hatch for the acquired assets consisted of (i) approximately $150.4 million in cash, subject to purchase price adjustments and other customary closing adjustments and (ii) the issuance of 7,272,821 common units representing limited liability company interests in Opco (“Opco units”) and an equal number of Class B units representing limited partner interests in Kimbell (“Class B units”). The Opco units, together with the Class B units, are exchangeable for an equal number of common units representing limited partner interests in Kimbell (“Common Units”). The total valuation of 7,272,821 Common Units for approximately $120.3 million is based on a closing price of $16.54. The cash consideration of the purchase price was funded from the issuance of 6,900,000 Common Units on November 8, 2022 for $116.9 million and increased borrowings under Kimbell’s existing revolving credit facility on December 13, 2022.
Additionally, on August 2, 2023, Kimbell entered into a securities purchase agreement (the “ Purchase Agreement”) with LongPoint Minerals II, LLC (“LongPoint”) to acquire all of the issued and outstanding membership interests of Cherry Creek Minerals, LLC, a Colorado limited liability company (the “Acquired Company”) and a wholly owned subsidiary of LongPoint for a total purchase price of $455.0 million in cash, subject to customary adjustments (the “Acquisition” and together with the Hatch Acquisition, the “Acquisitions”). The aggregate consideration to be paid to LongPoint for the acquired assets consists of (i) approximately $55.0 million in cash funded through borrowings under our revolving credit facility, and subject to purchase price adjustments and other customary closing adjustments and (ii) the private placement of 400,000 Series A Convertible Preferred Units (the “Preferred Units”) to Apollo Global Securities, LLC (“Apollo”) for gross proceeds of $400.0 million, pursuant to the Preferred Unit purchase agreement, dated as of August 2, 2023, by and among Kimbell and Apollo. The Operating Company will use the net proceeds of this offering for the repayment of outstanding borrowings under our revolving credit facility
The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) present (i) our unaudited pro forma balance sheet as of March 31, 2023, (ii) our unaudited pro forma statement of operations for the three months ended March 31, 2023, and (iii) our unaudited pro forma statement of operations for the year ended December 31, 2022. The pro forma balance sheet as of March 31, 2023 assumes that the Acquisition occurred on March 31, 2023. There were no pro forma adjustments for the Hatch Acquisition as of March 31, 2023 as the financial position is included in the consolidated balance sheet of Kimbell as of December 31, 2022. The pro forma statement of operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 give pro forma effect to the Acquisitions, as if they had occurred on January 1, 2022, the beginning of the earliest period presented.
The pro forma adjustments related to the Acquisitions and the related financing for the LongPoint transaction are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable and are subject to change. Accordingly, these pro forma adjustments are preliminary and have been made solely for the purpose of providing these pro forma financial statements, and do not include the effects of synergies as a result of the Acquisitions. Differences between these preliminary estimates and the final fair value of assets acquired may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying pro forma financial statements and our future results of operations. The pro forma financial statements have been derived from and should be read together with:
| • | the accompanying notes to the unaudited pro forma financial statements; |
| • | our historical audited consolidated financial statements and the related notes contained in the Partnership’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed on February 23, 2023; |
| • | our historical unaudited consolidated financial statements and related notes contained in the Partnership’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2023, filed on May 3, 2023; |
| • | the statement of revenues and direct operating expenses of Hatch Royalty LLC and related notes for the period ended December 15, 2022; |
| • | the historical unaudited consolidated financial statements and related notes of LongPoint as of and for the three months ended March 31, 2023; |
| • | the historical audited consolidated financial statements and related notes of LongPoint as of and for the year ended December 31, 2022;and |
The pro forma financial statements also include the pro forma effects of the redemption of Kimbell Tiger Acquisition Corporation ("TGR"), a special purpose acquisition company incorporated in Delaware on April 9, 2021 that was a previously consolidated subsidiary of Kimbell. On May 22, 2023, TGR redeemed all of its outstanding shares of Class A common stock (the “TGR Redemption”), which were issued in connection with its initial public offering. A total of 23,002,500 shares were redeemed at a price of $10.57 per share, resulting in a cash payment of approximately $243.2 million to the holders of Class A common stock. As TGR was a consolidated subsidiary of Kimbell, the shares of Class A common stock issued by TGR were classified within redeemable non-controlling interest on the consolidated balance sheet of Kimbell.
The pro forma balance sheet as of March 31, 2023 assumes that the TGR Redemption occurred on March 31, 2023. The pro forma statement of operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 give pro forma effect to the TGR Redemption, as if it occurred on January 1, 2022, the beginning of the earliest period presented. Management of Kimbell believes that TGR was not material to the financial position or results of operations of Kimbell because, among other things, TGR accounted for 0% of Kimbell’s consolidated total revenues and the proceeds from TGR’s initial public offering were held in trust for the benefit of TGR’s public stockholders and not available to Kimbell. Nevertheless, Kimbell is including the effects of the redemption of TGR’s shares in these pro forma financial statements to provide a more complete presentation of Kimbell’s financial position and results of operations as of the dates shown herein.
These pro forma financial statements are for information purposes only and do not purport to represent what the Partnership’s financial position and results of operations would have been had the Acquisitions occurred on the dates indicated. These pro forma financial statements should not be used to project the Partnership’s financial performance for any future period. A number of factors may affect the results.
KIMBELL ROYALTY PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
| | | As of March 31, 2023 | |
| | | Historical
Kimbell | | Historical
LongPoint | | Transaction
Accounting
Adjustment -
Removal of
LongPoint to
effectuate the
Asset
Acquisition | | | | | Transaction Accounting Adjustments Long Point | | | | | TGR
Redemption | | | | Pro Forma Combined | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 19,077,381 | | $ | 34,668,000 | | $ | (34,668,000 | ) | | 3 | | $ | (17,500,000 | ) | | 4a,b,c | | $ | - | | | | | $ | 1,577,381 | |
| Oil, natural gas and NGL receivables | | | 35,935,697 | | | 8,107,000 | | | (8,107,000 | ) | | 3 | | | - | | | | | | - | | | | | 35,935,697 | |
| Accounts receivable and other current assets | | | 3,049,100 | | | 15,000 | | | (15,000 | ) | | 3 | | | - | | | | | | - | | | | | 3,049,100 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 58,062,178 | | | 42,790,000 | | | (42,790,000 | ) | | | | | (17,500,000 | ) | | | | | - | | | | | 40,562,178 | |
| Property and equipment, net | | | 865,878 | | | - | | | - | | | | | | - | | | | | | - | | | | | 865,878 | |
| Oil and natural gas properties | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Oil and natural gas properties, using full cost method of accounting ($100,758,383 excluded from depletion at March 31, 2023) | | | 1,466,267,562 | | | 633,381,000 | | | (633,381,000 | ) | | 3 | | | 462,000,000 | | | 4c | | | - | | | | | 1,928,267,562 | |
| Less: accumulated depreciation, depletion and impairment | | | (730,184,148 | ) | | (37,121,000 | ) | | 37,121,000 | | | 3 | | | - | | | | | | - | | | | | (730,184,148 | ) |
| Total oil and natural gas properties, net | | | 736,083,414 | | | 596,260,000 | | | (596,260,000 | ) | | | | | 462,000,000 | | | | | | - | | | | | 1,198,083,414 | |
| Right-of-use assets, net | | | 2,442,166 | | | - | | | - | | | | | | - | | | | | | - | | | | | 2,442,166 | |
| Derivative assets | | | 2,455,737 | | | - | | | - | | | | | | - | | | | | | - | | | | | 2,455,737 | |
| Loan origination costs, net | | | 2,488,006 | | | - | | | - | | | | | | - | | | | | | - | | | | | 2,488,006 | |
| Assets of consolidated variable interest entities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash | | | 100,930 | | | - | | | - | | | | | | - | | | | | | (100,930 | ) | | 7 | | - | |
| Investments held in trust | | | 243,059,983 | | | - | | | - | | | | | | - | | | | | | (243,059,983 | ) | | 7 | | - | |
| Prepaid expenses | | | 79,932 | | | - | | | - | | | | | | - | | | | | | (79,932 | ) | | 7 | | - | |
| Total assets | | $ | 1,045,638,224 | | $ | 639,050,000 | | $ | (639,050,000 | ) | | | | $ | 444,500,000 | | | | | $ | (243,240,845 | ) | | | | $ | 1,246,897,379 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities, mezzanine equity and unitholders' equity | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | 919,816 | | $ | 1,574,000 | | $ | (1,574,000 | ) | | 3 | | $ | - | | | | | $ | (75,265 | ) | | 7 | | $ | 844,551.00 | |
| Other current liabilities | | | 5,165,036 | | | - | | | - | | | | | | - | | | | | | - | | | | | 5,165,036 | |
| Derivative liabilities | | | 2,056,242 | | | - | | | - | | | | | | - | | | | | | - | | | | | 2,056,242 | |
| Total current liabilities | | | 8,141,094 | | | 1,574,000 | | | (1,574,000 | ) | | | | | - | | | | | | (75,265 | ) | | | | 8,065,829 | |
| Operating lease liabilities, excluding current portion | | | 2,151,343 | | | - | | | - | | | | | | - | | | | | | - | | | | | 2,151,343 | |
| Derivative liabilities | | | 223,970 | | | - | | | - | | | | | | - | | | | | | - | | | | | 223,970 | |
| Long-term debt | | | 223,915,911 | | | - | | | - | | | | | | 55,000,000 | | | 4b | | | - | | | | | 278,915,911 | |
| Other liabilities | | | 291,667 | | | - | | | - | | | | | | - | | | | | | - | | | | | 291,667 | |
| Liabilities of consolidated variable interest entities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other current liabilities | | | 865,246 | | | - | | | - | | | | | | - | | | | | | (865,246 | ) | | 7 | | - | |
| Deferred underwriting commissions | | | 8,050,000 | | | - | | | - | | | | | | - | | | | | | (8,050,000 | ) | | 7 | | - | |
| Total liabilities | | | 243,639,231 | | | 1,574,000 | | | (1,574,000 | ) | | | | | 55,000,000 | | | | | | (8,990,511 | ) | | | | 289,648,720 | |
| Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mezzanine equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Redeemable noncontrolling interest in Kimbell Tiger Acquisition Corporation | | | 236,900,000 | | | - | | | - | | | | | | - | | | | | | (236,900,000 | ) | | | | - | |
| Series A preferred Units (0 units issued and outstanding as of March 31, 2023) | | | - | | | - | | | - | | | | | | 389,500,000 | | | 4a | | | - | | | | | 389,500,000 | |
| Kimbell Royalty Partners, LP unitholders' equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common units (64,950,333 units issued and outstanding as of March 31, 2023) | | | 592,304,290 | | | - | | | - | | | | | | - | | | | | | 2,649,666 | | | 7 | | 594,953,956 | |
| Class B units (15,484,400 units issued and outstanding as of March 31, 2023) | | | 774,220 | | | - | | | - | | | | | | - | | | | | | - | | | | | 774,220 | |
| Total Kimbell Royalty Partners, LP unitholders' equity | | | 593,078,510 | | | - | | | - | | | | | | - | | | | | | 2,649,666 | | | | | 595,728,176 | |
| Members Equity | | | - | | | 637,476,000 | | | (637,476,000 | ) | | 3 | | | - | | | | | | - | | | | | - | |
| Non-controlling deficit in OpCo | | | (27,979,517 | ) | | - | | | - | | | | | | - | | | | | | - | | | | | (27,979,517 | ) |
| Total equity | | | 565,098,993 | | | 637,476,000 | | | (637,476,000 | ) | | | | | - | | | | | | 2,649,666 | | | | | 567,748,659 | |
| Total liabilities, mezzanine equity and unitholders' equity | | $ | 1,045,638,224 | | $ | 639,050,000 | | $ | (639,050,000 | ) | | | | $ | 444,500,000 | | | | | $ | (243,240,845 | ) | | | | $ | 1,246,897,379 | |
See accompanying notes to the unaudited pro forma financial statements
KIMBELL ROYALTY PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
| | | Three Months Ended March 31, 2023 |
| | Historical
Kimbell | | | Historical
LongPoint | | | Transaction
Accounting
Adjustment –
Removal of LongPoint to effectuate the Asset Acquisition | | | | | Transaction Accounting Adjustments LongPoint | | | | | TGR
Redemption | | | | | Pro Forma
Combined | |
| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Oil, natural gas and NGL revenues | | $ | 57,416,759 | | | $ | 17,852,000 | | | $ | (17,852,000 | ) | | 3 | | $ | 17,852,000 | | | 6a | | $ | - | | | | | $ | 75,268,759 | |
| Lease bonus and other income | | | 437,337 | | | | 16,825,000 | | | | (16,825,000 | ) | | 3 | | | 16,825,000 | | | 6a | | | - | | | | | | 17,262,337 | |
| Loss on commodity derivative instruments, net | | | 9,062,376 | | | | - | | | | - | | | | | | - | | | | | | - | | | | | | 9,062,376 | |
| Total revenues | | | 66,916,472 | | | | 34,677,000 | | | | (34,677,000 | ) | | | | | 34,677,000 | | | | | | - | | | | | | 101,593,472 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Production and ad valorem taxes | | | 4,277,204 | | | | 1,773,000 | | | | (1,773,000 | ) | | 3 | | | 1,773,000 | | | 6a | | | - | | | | | | 6,050,204 | |
| Depreciation and depletion expense | | | 17,563,648 | | | | 2,621,000 | | | | (2,621,000 | ) | | 3 | | | 5,502,624 | | | 6b | | | - | | | | | | 23,066,272 | |
| Marketing and other deductions | | | 2,762,039 | | | | | | | | (1,103,000 | ) | | 3 | | | 457,781 | | | 6a | | | - | | | | | | 3,219,820 | |
| General and administrative expense | | | 8,278,267 | | | | 1,103,000 | | | | - | | | | | | - | | | | | | - | | | | | | 8,278,267 | |
| Consolidated variable interest entities related: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| General and administrative expense | | | 708,226 | | | | - | | | | - | | | | | | - | | | | | | (708,226 | ) | | 7 | | | - | |
| Total costs and expenses | | | 33,589,384 | | | | 5,497,000 | | | | (5,497,000 | ) | | | | | 7,733,405 | | | | | | (708,226 | ) | | | | | 40,614,563 | |
| Operating Income | | | 33,327,088 | | | | 29,180,000 | | | | (29,180,000 | ) | | | | | 26,943,595 | | | | | | 708,226 | | | | | | 60,978,909 | |
| Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity income in affiliate | | | - | | | | - | | | | - | | | | | | - | | | | | | - | | | | | | - | |
| Interest expense | | | (5,463,404 | ) | | | (65,000 | ) | | | 65,000 | | | 3 | | | (1,120,192 | ) | | 6c | | | - | | | | | | (6,583,596 | ) |
| Other Income | | | - | | | | 135,000 | | | | (135,000 | ) | | 3 | | | - | | | | | | - | | | | | | - | |
| Consolidated variable interest entities related: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest earned on marketable securities in trust account | | | 2,438,837 | | | | - | | | | - | | | | | | - | | | | | | (2,438,837 | ) | | 7 | | | - | |
| Net income before income taxes | | | 30,302,521 | | | | 29,250,000 | | | | (29,250,000 | ) | | 3 | | | 25,823,403 | | | | | | (1,730,611 | ) | | | | | 54,395,313 | |
| Income tax expense | | | 1,402,983 | | | | 121,000 | | | | (121,000 | ) | | 3 | | | 1,195,603 | | | 6d | | | (80,126 | ) | | 7 | | | 2,518,460 | |
| Net Income | | | 28,899,538 | | | | 29,129,000 | | | | (29,129,000 | ) | | | | | 24,627,800 | | | | | | (1,650,485 | ) | | | | | 51,876,853 | |
| Net income and distributions and accretion on Series A preferred units attributable to noncontrolling interests in OpCo | | | (5,563,418 | ) | | | - | | | | - | | | | | | - | | | | | | - | | | | | | (5,563,418 | ) |
| Distribution on Class B units | | | (15,484 | ) | | | - | | | | - | | | | | | - | | | | | | - | | | | | | (15,484 | ) |
| Net income attributable to common units of Kimbell Royalty Partners, LP | | $ | 23,320,636 | | | $ | 29,129,000 | | | $ | (29,129,000 | ) | | | | $ | 24,627,800 | | | | | $ | (1,650,485 | ) | | | | $ | 46,297,951 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Income per unit attributable to common units of Kimbell Royalty Partners LP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.37 | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.84 | |
| Diluted | | $ | 0.36 | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.73 | |
| Weighted average number of common units outstanding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | | 62,541,565 | | | | | | | | | | | | | | | | | | | | | | | | | | 62,541,565 | |
| Diluted | | | 79,757,979 | | | | | | | | | | | | | | | | | | | | | | | | | | 80,157,979 | |
See accompanying notes to the unaudited pro forma financial statements
KIMBELL ROYALTY PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
| | | Year Ended December 31, 2022 |
| | Historical Kimbell | | Historical
Hatch 1/1/22 -
9/30/22 | | Transaction
Accounting
Adjustments
Hatch for the
period from
10/1/2022 –
12/15/2022 | | | | Pro Forma
(excluding
LongPoint) | | Historical
LongPoint | | Transaction
Accounting
Adjustment -
Removal of
LongPoint to
effectuate the
Asset Acquisition | | | | Transaction
Accounting
Adjustments
LongPoint | | | | TGR
Redemption | | | | Pro Forma
Combined | |
| Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Oil, natural gas and NGL revenues | | $ | 281,964,126 | | $ | 27,418,110 | | $ | 10,007,022 | | 5a | | $ | 319,389,258 | | $ | 87,154,000 | | $ | (87,154,000 | ) | 3 | | $ | 87,154,000 | | 6a | | $ | - | | | | $ | 406,543,258 | |
| Lease bonus and other income | | | 3,073,609 | | | 553,100 | | | - | | | | | 3,626,709 | | | 16,560,000 | | | (16,560,000 | ) | 3 | | | 16,560,000 | | 6a | | | - | | | | | 20,186,709 | |
| Loss on commodity derivative instruments, net | | | (36,978,550 | ) | | (1,282,926 | ) | | 1,282,926 | | 5f | | | (36,978,550 | ) | | - | | | - | | | | | - | | | | | - | | | | | (36,978,550 | ) |
| Total revenues | | | 248,059,185 | | | 26,688,284 | | | 11,289,948 | | | | | 286,037,417 | | | 103,714,000 | | | (103,714,000 | ) | | | | 103,714,000 | | | | | - | | | | | 389,751,417 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Production and ad valorem taxes | | | 16,238,814 | | | 1,313,756 | | | - | | | | | 17,552,570 | | | 7,922,000 | | | (7,922,000 | ) | 3 | | | 7,922,000 | | 6a | | | - | | | | | 25,474,570 | |
| Depreciation and depletion expense | | | 50,086,414 | | | 4,521,809 | | | 4,395,024 | | 5b | | | 59,003,247 | | | 9,343,000 | | | (9,343,000 | ) | 3 | | | 21,649,236 | | 6b | | | - | | | | | 80,652,483 | |
| Marketing and other deductions | | | 13,383,074 | | | 3,612,012 | | | (2,656,309 | ) | 5f | | | 14,338,777 | | | | | | (4,413,000 | ) | 3 | | | 2,747,197 | | 6a | | | - | | | | | 17,085,974 | |
| General and administrative expense | | | 29,128,659 | | | - | | | - | | | | | 29,128,659 | | | 4,413,000 | | | - | | | | | - | | | | | - | | | | | 29,128,659 | |
| Consolidated variable interest entities related: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| General and administrative expense | | | 2,304,445 | | | - | | | - | | | | | 2,304,445 | | | - | | | - | | | | | - | | | | | (2,304,445 | ) | 7 | | | - | |
| Total costs and expenses | | | 111,141,406 | | | 9,447,577 | | | 1,738,715 | | | | | 122,327,698 | | | 21,678,000 | | | (21,678,000 | ) | | | | 32,318,433 | | | | | (2,304,445 | ) | | | | 152,341,686 | |
| Operating income | | | 136,917,779 | | | 17,240,707 | | | 9,551,233 | | | | | 163,709,719 | | | 82,036,000 | | | (82,036,000 | ) | | | | 71,395,567 | | | | | 2,304,445 | | | | | 237,409,731 | |
| Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity income in affiliate | | | 2,668,844 | | | - | | | - | | | | | 2,668,844 | | | - | | | - | | | | | - | | | | | - | | | | | 2,668,844 | |
| Interest expense | | | (13,818,310 | ) | | (1,604,315 | ) | | (409,318 | ) | 5c | | | (15,831,943 | ) | | (1,067,000 | ) | | 1,067,000 | | 3 | | | (2,904,000 | ) | 6c | | | - | | | | | (18,735,943 | ) |
| Other income | | | 4,043,530 | | | - | | �� | - | | | | | 4,043,530 | | | 1,147,000 | | | (1,147,000 | ) | 3 | | | - | | | | | - | | | | | 4,043,530 | |
| Consolidated variable interest entities related: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities
in trust account | | | 3,721,145 | | | - | | | - | | | | | 3,721,145 | | | - | | | - | | | | | - | | | | | (3,721,145 | ) | 7 | | | - | |
| Net income before income taxes | | | 133,532,988 | | | 15,636,392 | | | 9,141,915 | | | | | 158,311,295 | | | 82,116,000 | | | (82,116,000 | ) | | | | 68,491,567 | | | | | (1,416,700 | ) | | | | 225,386,162 | |
| Income tax expense | | | 2,738,702 | | | - | | | 508,192 | | 5d | | | 3,246,894 | | | 322,000 | | | (322,000 | ) | 3 | | | 1,404,731 | | 6d | | | (29,056 | ) | 7 | | | 4,622,569 | |
| Net income | | | 130,794,286 | | | 15,636,392 | | | 8,633,723 | | | | | 155,064,401 | | | 81,794,000 | | | (81,794,000 | ) | | | | 67,086,836 | | | | | (1,387,644 | ) | | | | 220,763,593 | |
| Net income and distributions and accretion on Series A preferred units attributable to noncontrolling interests in OpCo | | | (18,822,552 | ) | | - | | | (4,714,324 | ) | 5e | | | (23,536,876 | ) | | - | | | - | | | | | - | | | | | - | | | | | (23,536,876 | ) |
| Distribution on Class B units | | | (42,243 | ) | | - | | | - | | | | | (42,243 | ) | | - | | | - | | | | | - | | | | | - | | | | | (42,243 | ) |
| Net income attributable to common units | | $ | 111,929,491 | | $ | 15,636,392 | | $ | 3,919,399 | | | | $ | 131,485,282 | | $ | 81,794,000 | | $ | (81,794,000 | ) | | | $ | 67,086,836 | | | | $ | (1,387,644 | ) | | | $ | 197,184,474 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Income per unit attributable to common units of Kimbell Royalty Partners LP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | $ | 1.75 | | | | | | | | | | $ | 2.43 | | | | | | | | | | | | | | | | | | | | $ | 3.64 | |
| Diluted | | $ | 1.72 | | | | | | | | | | $ | 2.02 | | | | | | | | | | | | | | | | | | | | $ | 3.38 | |
| Weighted average number of common units outstanding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | | 54,112,595 | | | | | | | | | | | 54,112,595 | | | | | | | | | | | | | | | | | | | | | 54,112,595 | |
| Diluted | | | 65,837,017 | | | | | | | | | | | 65,837,017 | | | | | | | | | | | | | | | | | | | | | 66,237,017 | |
See accompanying notes to the unaudited pro forma financial statements
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria which simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). As such, only Transaction Accounting Adjustments are presented in the pro forma financial information and notes thereto, without the effect of estimable synergies. The adjustments presented in the pro forma financial statements have been identified and presented to provide relevant information necessary for an understanding of the Acquisitions.
The pro forma balance sheet as of March 31, 2023 assumes that the Acquisition and TGR Redemption occurred on March 31, 2023. The pro forma statement of operations for the three months ended March 31, 2023 gives pro forma effect to the Acquisition and the TGR Redemption as if they occurred on January 1, 2022, the beginning of the earliest period presented. The pro forma statement of operations for the year ended December 31, 2022 gives pro forma effect to the Acquisitions and the TGR Redemption as if they had occurred on January 1, 2022.
The pro forma financial statements are not necessarily indicative of what the actual results of operations and financial position would have been had the transaction taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Kimbell following the transaction.
The pro forma basic and diluted earnings per units amounts presented in the unaudited pro forma statement of operations are based on the weighted average number of the Partnerships’ units outstanding, assuming the Acquisitions and the TGR Redemption occurred at the beginning of the earliest period presented.
The pro forma adjustments related to the purchase price allocation of the Acquisition are preliminary and are subject to revisions as additional information becomes available. Revisions to the preliminary purchase price allocation of the assets acquired may have a significant impact on the pro forma amounts. The pro forma adjustments related to the Acquisition reflect the fair values of the assets acquired as of the date indicated. The pro forma adjustments do not necessarily reflect the fair values that would have been recorded if the acquisition had occurred on March 31, 2023.
The pro forma adjustments related to the TGR Redemption are preliminary and are subject to revisions as additional information becomes available. Revisions to the TGR Redemption may have a significant impact on the pro forma amounts. The pro forma adjustments related to the TGR Redemption reflect the fair values of the consolidated variable interest entities as of the date indicated. The pro forma adjustments do not necessarily reflect the fair values that would have been recorded if the redemption occurred on March 31, 2023.
| 2) | Estimated Consideration and Preliminary Purchase Price Allocation |
The Partnership has performed a preliminary valuation analysis of the fair value of the oil and natural gas properties acquired. Using the total consideration for the Acquisition, the Partnership has estimated the allocation to such assets. The Partnership is accounting for the Acquisition as an asset acquisition thus, all transaction costs associated with the Acquisition were capitalized. The following table summarizes the allocation of the preliminary purchase price as of the date indicated:
| | | Estimated
Consideration | |
| Cash purchase consideration | | | 455,000,000 | |
| Add (less): Purchase price adjustment | | | - | |
| Add: Transaction cost s | | | 7,000,000 | |
| Total estimated purchase price | | $ | 462,000,000 | |
| | | Purchase Price
Allocation | |
| Oil and natural gas properties | | $ | 462,000,000 | |
| Net assets acquired | | $ | 462,000,000 | |
This preliminary purchase price allocation of the assets acquired has been used to prepare the transaction accounting adjustments in the pro forma balance sheet and statements of operations. The final purchase price allocation is expected to be completed as soon as is practical, subsequent to the closing date of the Acquisition and could differ materially from the preliminary allocation used in the transaction accounting adjustment.
| 3) | Removal of Historical LongPoint to Effectuate the Asset Acquisition |
As the Partnership determined the Acquisition will be accounted for as an asset acquisition in accordance with U.S. GAAP, the historical account balances of LongPoint have been eliminated. Incremental activity related to the transaction, including the acquisition of the oil and natural gas properties and the incremental revenues, direct operating costs and interest expense, have been reflected as accounting transaction adjustments within the pro forma financial statements.
| 4) | Transaction Accounting Adjustments – Balance Sheet |
The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the assets acquired from the Acquisition and has been prepared for informational purposes only.
| (a) | Represents the proceeds from Kimbell’s issuance of 400,000 Preferred Units to Apollo, net of equity issuance costs, to fund the acquisition. |
| (b) | Represents the increase of $55.0 million of borrowings under the Partnership’s revolving credit facility to fund the Acquisition. |
| (c) | Reflects the consideration transferred and preliminary purchase price allocation for the Acquisition consisting of: |
| ● | the total consideration paid to LongPoint of $455.0 million funded by (i) the $400 million of 400,000 Preferred Units which were issued net of equity issuance costs of $10.5 million; and (ii) borrowings under the Partnership’s revolving credit facility of $55 million; |
| ● | the estimated $462.0 million fair value of the proved oil and natural gas properties acquired based on the preliminary purchase price allocation; |
| ● | the estimated $7.0 million of transaction costs, and |
| 5) | Hatch Transaction Accounting Adjustments – Statement of Operations |
The unaudited pro forma statement of operations has been adjusted to reflect the assets acquired from the Hatch Acquisition for the year ended December 31, 2022 and has been prepared for informational purposes only. The results of operations and financial position of Hatch are included in the consolidated financial statements of Kimbell after December 15, 2023, the Closing Date of the Hatch Acquisition.
| (a) | Represents the historical royalty income derived from the acquired mineral and royalty interests for the period October 1, 2022 through December 15, 2022, totaling $10.0 million: |
| (b) | Represents the increase in depletion expense computed on a unit of production basis following the preliminary purchase price allocation to proved oil and natural gas properties, as if the Hatch Acquisition was consummated on January 1, 2022. Of the $261.1 million estimated fair value of proved oil and natural gas properties acquired, only $56.4 million were subject to depletion in the period presented. |
| (c) | Represents the increase to interest expense resulting from the interest on the additional borrowings under the Partnership’s existing credit facility that was used to finance the acquisition. The Partnership’s credit facility bears interest at SOFR plus a margin of 3.5% or the ABR plus a margin of 2.50%. The unaudited pro forma condensed combined statement of operations for the period ended December 15, 2022 used the weighted average interest of 5.28% on the net outstanding borrowings of $40 million. A 1/8 of a percent point increase or decrease in the benchmark rate would not have a material impact on the pro forma interest expense in the period presented. |
| (d) | Reflects estimated incremental income tax provision associated with the Partnership’s historical statement of operations, using an effective tax rate of approximately 2.05% on net earnings from the Hatch Acquisition. |
| (e) | Reflects the impact of the net income attributable to the non-controlling interests in OpCo as a result of Kimbell’s public offering of Common Units and the Hatch Acquisition. The net income attributable to the non-controlling interests in OpCo was 19% for the period ended December 15, 2022. |
| (f) | Reflects the removal of certain historical activity related to Hatch that is unrelated to the acquired oil and gas properties, including: |
| ● | approximately $1.3 million loss on commodity derivatives; and |
| ● | approximately $2.7 million of marketing and other deductions. |
| 6) | LongPoint Transaction Accounting Adjustments – Statement of Operations |
The unaudited pro forma statement of operations has been adjusted to reflect the assets acquired from the Acquisition and has been prepared for informational purposes only.
| (a) | Represents the historical royalty income, lease bonus and extension income derived from the acquired mineral and royalty interests, and operating expenses including: |
| ● | approximately $17.9 million of oil and natural gas revenues and $16.3 million of lease bonus and other income for the three months ended March 31, 2023; |
| ● | approximately $87.1 million of oil and natural gas revenues and $16.6 million of lease bonus and other income for the year ended December 31, 2022; |
| ● | approximately $1.8 million and $7.9 million of production related expenses and taxes for the three months ended March 31, 2023 and year ended December 31, 2022; and |
| ● | approximately $0.5 million and $2.7 million of direct marketing expenses for the three months ended March 31, 2023 and year ended December 31, 2022. |
| (b) | Represents the increase in depletion expense computed on a unit of production basis following the preliminary purchase price allocation to proved oil and natural gas properties, as if the Acquisition was consummated on January 1, 2022. Of the $462.0 million estimated fair value of proved oil and natural gas properties acquired, only $198.4 million were subject to depletion in the periods presented. |
| (c) | Represents the increase to interest expense resulting from the interest on the additional borrowings under the Partnership’s existing credit facility that were used to finance the acquisition. The Partnership’s credit facility bears interest at SOFR plus a margin of 3.5% or the ABR plus a margin of 2.50%. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 each used the weighted average interest of 8.26% and 5.28% respectively on the net outstanding borrowings of $55.0 million. A 1/8 of a percent point increase or decrease in the benchmark rate would not have a material impact on the pro forma interest expense in each period presented. |
| (d) | For the year ended December 31, 2022, reflects estimated incremental income tax provision associated with the Partnership’s historical statement of operations, using an effective tax rate of approximately 2.05% on net earnings from the Acquisition. For the three months ended March 31, 2023, the Partnership’s effective tax rate is approximately 4.63% and it is applied to the Partnership’s net earnings from the Acquisition for calculating the incremental income tax provision. |
| 7) | Redemption of Kimbell Tiger Acquisition Corporation |
The unaudited pro forma condensed combined balance sheet reflects the redemption of TGR’s outstanding shares of Class A common stock as if the redemption occurred on March 31, 2023. The unaudited pro forma condensed combined statement of operations reflects TGR redemption as if it occurred on January 1, 2022. The pro forma adjustment include:
| ● | The redemption of 23,002,500 shares of Class A common stock at a price of $10.57 per share, resulting in a cash payment of approximately $243.2 million to holders of Class A common stock of TGR (which amounts were held in trust by TGR for the benefit of TGR’s public stockholders and not available to Kimbell at any time); |
| ● | The write-off of $8.9 million of deferred underwriting commissions through equity and other costs; and |
| ● | The close out of $2.6 million of net income and retained earnings, including the settlement of $0.9 million of other current liabilities. |
| 8) | Pro Forma Net Income per Common Unit |
Pro forma net income per Common Unit is determined by dividing the pro forma net income attributable to common unitholders by the number of Common Units reflected in the unaudited condensed 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 income per Common Unit for the three months ended March 31, 2023 and year ended December 31, 2022 includes Preferred Units on Series A, Common Units issuable upon the exchange of the outstanding Class B Units, and the unvested restricted units issuable upon vesting.
| 9) | Supplemental Pro Forma Oil and Natural Gas Reserve Information |
The following unaudited supplemental pro forma oil and natural gas reserve tables present how the combined oil and natural gas reserves and standardized measure information of the Company and Acquisition may have appeared had the Acquisition occurred on January 1, 2022. The supplemental pro forma combined oil and natural gas reserves and standardized measure information are for illustrative purposes only. Numerous uncertainties are inherent in estimating quantities and values of proved reserves including future rates of production, exploration and development expenditures, commodity prices, and service costs which may affect the reserve volumes attributable to the Properties and the standardized measure of discounted future net cash flows.
The following tables provide a summary of the changes in estimated proved reserves for the year ended December 31, 2022, as well as pro forma proved developed as of the beginning and end of the year, giving effect to the Acquisition as if it had occurred on January 1, 2022.
Estimated Pro Forma Combined Quantities of Proved Reserves
| | | Crude Oil and Condensate (MBbls) | |
| | | Kimbell | | | LongPoint | | | Pro Forma | |
| Net proved reserves at December 31, 2021 | | | 12,511 | | | | 2,314 | | | | 14,825 | |
| Revisions of previous estimates | | | (58 | ) | | | 449 | | | | 391 | |
| Purchase of minerals in place | | | 1,328 | | | | - | | | | 1,328 | |
| Production | | | (1,426 | ) | | | (469 | ) | | | (1,895 | ) |
| Net proved reserves at December 31, 2022 | | | 12,355 | | | | 2,294 | | | | 14,649 | |
| | | | | | | | | | | | | |
| Net Proved Developed Reserves | | | | | | | | | | | | |
| December 31, 2021 | | | 12,511 | | | | 2,314 | | | | 14,825 | |
| December 31, 2022 | | | 12,355 | | | | 2,294 | | | | 14,649 | |
| | | Natural Gas (MMcf) | |
| | | Kimbell | | | LongPoint | | | Pro Forma | |
| Net proved reserves at December 31, 2021 | | | 157,764 | | | | 23,714 | | | | 181,478 | |
| Revisions of previous estimates | | | 17,119 | | | | 6,782 | | | | 23,901 | |
| Purchase of minerals in place | | | 5,726 | | | | - | | | | 5,726 | |
| Production | | | (20,311 | ) | | | (3,875 | ) | | | (24,186 | ) |
| Net proved reserves at December 31, 2022 | | | 160,298 | | | | 26,621 | | | | 186,919 | |
| | | | | | | | | | | | | |
| Net Proved Developed Reserves | | | | | | | | | | | | |
| December 31, 2021 | | | 157,764 | | | | 23,714 | | | | 181,478 | |
| December 31, 2022 | | | 160,298 | | | | 26,621 | | | | 186,919 | |
| | | Natural Gas Liquids (MBbls) | |
| | | Kimbell | | | LongPoint | | | Pro Forma | |
| Net proved reserves at December 31, 2021 | | | 6,669 | | | | 2,240 | | | | 8,909 | |
| Revisions of previous estimates | | | 759 | | | | 785 | | | | 1,544 | |
| Purchase of minerals in place | | | 707 | | | | - | | | | 707 | |
| Production | | | (747 | ) | | | (386 | ) | | | (1,133 | ) |
| Net proved reserves at December 31, 2022 | | | 7,388 | | | | 2,639 | | | | 10,027 | |
| | | | | | | | | | | | | |
| Net Proved Developed Reserves | | | | | | | | | | | | |
| December 31, 2021 | | | 6,669 | | | | 2,240 | | | | 8,909 | |
| December 31, 2022 | | | 7,388 | | | | 2,639 | | | | 10,027 | |
| | | Total (Mboe) | |
| | | Kimbell | | | LongPoint | | | Pro Forma | |
| Net proved reserves at December 31, 2021 | | | 45,474 | | | | 8,506 | | | | 53,980 | |
| Revisions of previous estimates | | | 3,554 | | | | 2,365 | | | | 5,919 | |
| Purchase of minerals in place | | | 2,989 | | | | - | | | | 2,989 | |
| Production | | | (5,558 | ) | | | (1,502 | ) | | | (7,060 | ) |
| Net proved reserves at December 31, 2022 | | | 46,459 | | | | 9,369 | | | | 55,828 | |
| | | | | | | | | | | | | |
| Net Proved Developed Reserves | | | | | | | | | | | | |
| December 31, 2021 | | | 45,474 | | | | 8,506 | | | | 53,980 | |
| December 31, 2022 | | | 46,459 | | | | 9,369 | | | | 55,828 | |
Pro Forma Combined Standardized Measure of Discounted Future Net Cash Flows
| (in thousands) | | Kimbell | | | LongPoint | | | Pro Forma | |
| Future cash inflows | | $ | 2,253,273 | | | $ | 469,705 | | | $ | 2,722,978 | |
| Future production costs | | | (161,676 | ) | | | (35,733 | ) | | | (197,409 | ) |
| Future state margin taxes | | | (76,322 | ) | | | (15,853 | ) | | | (92,175 | ) |
| Future net cash flows | | | 2,015,275 | | | | 418,119 | | | | 2,433,394 | |
| Less 10% annual discount to reflect estimated timing of cash flows | | | (1,110,980 | ) | | | (201,647 | ) | | | (1,263,425 | ) |
| Standard measure of discounted future net cash flows | | $ | 904,295 | | | $ | 216,472 | | | $ | 1,169,969 | |
Pro Forma Combined Changes in the Standardized Measure of Discounted Future Net Cash Flows
| (in thousands) | | Kimbell | | | LongPoint | | | Pro Forma | |
| Standardized measure, beginning of year | | $ | 526,615 | | | $ | 138,265 | | | $ | 664,880 | |
| Sales, net of production costs | | | (252,597 | ) | | | (76,814 | ) | | | (329,411 | ) |
| Net changes of prices and production costs related to future production | | | 365,427 | | | | 64,584 | | | | 430,011 | |
| Revisions or previous quantity estimates, net of related costs | | | 71,776 | | | | 54,646 | | | | 126,421 | |
| Net changes in state margin taxes | | | (15,266 | ) | | | (3,035 | ) | | | (18,301 | ) |
| Accretion of discount | | | 44,280 | | | | 13,826 | | | | 58,106 | |
| Purchases of reserves in place, less related costs | | | 77,719 | | | | - | | | | 77,719 | |
| Timing differences and other | | | 86,341 | | | | 25,000 | | | | 129,349 | |
| Standardized measure – end of year | | $ | 904,295 | | | $ | 216,472 | | | $ | 1,120,767 | |
