KRP 10-Q
Kimbell Royalty Partners, LP (KRP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
Commission file number:
(Exact name of registrant as specified in its charter)
| 1311 |
|
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading symbol(s) | Name of exchange on which registered: |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 30, 2020, the registrant had outstanding
KIMBELL ROYALTY PARTNERS, LP
FORM 10-Q
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
KIMBELL ROYALTY PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, | December 31, | |||||
2020 | 2019 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | | $ | | ||
Oil, natural gas and NGL receivables | | | ||||
Commodity derivative assets | — | | ||||
Accounts receivable and other current assets | | | ||||
Total current assets | | | ||||
Property and equipment, net | | | ||||
Investment in affiliate (equity method) | | | ||||
Oil and natural gas properties | ||||||
Oil and natural gas properties, using full cost method of accounting ($ | | | ||||
Less: accumulated depreciation, depletion and impairment | ( | ( | ||||
Total oil and natural gas properties, net | | | ||||
Right-of-use assets, net | | | ||||
Commodity derivative assets | — | | ||||
Loan origination costs, net | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES, MEZZANINE EQUITY AND UNITHOLDERS' EQUITY | ||||||
Current liabilities | ||||||
Accounts payable | $ | | $ | | ||
Other current liabilities | | | ||||
Commodity derivative liabilities | | — | ||||
Total current liabilities | | | ||||
Operating lease liabilities, excluding current portion | | | ||||
Commodity derivative liabilities | | — | ||||
Long-term debt | | | ||||
Total liabilities | | | ||||
Commitments and contingencies (Note 16) | ||||||
Mezzanine equity: | ||||||
Series A preferred units ( | | | ||||
Unitholders' equity: | ||||||
Common units ( | | | ||||
Class B units ( | | | ||||
Total unitholders' equity | | | ||||
Noncontrolling interest | | | ||||
Total equity | | | ||||
Total liabilities, mezzanine equity and unitholders' equity | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
KIMBELL ROYALTY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Revenue | ||||||||||||
Oil, natural gas and NGL revenues | $ | | $ | | $ | | $ | | ||||
Lease bonus and other income | | | | | ||||||||
(Loss) gain on commodity derivative instruments, net | ( | | | | ||||||||
Total revenues | | | | | ||||||||
Costs and expenses | ||||||||||||
Production and ad valorem taxes | | | | | ||||||||
Depreciation and depletion expense | | | | | ||||||||
Impairment of oil and natural gas properties | | | | | ||||||||
Marketing and other deductions | | | | | ||||||||
General and administrative expense | | | | | ||||||||
Total costs and expenses | | | | | ||||||||
Operating loss | ( | ( | ( | ( | ||||||||
Other income (expense) | ||||||||||||
Equity income (loss) in affiliate | | ( | | ( | ||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Other expense | ( | — | ( | — | ||||||||
Net loss before income taxes | ( | ( | ( | ( | ||||||||
(Benefit from) provision for income taxes | ( | | ( | | ||||||||
Net loss | ( | ( | ( | ( | ||||||||
Distribution and accretion on Series A preferred units | ( | ( | ( | ( | ||||||||
Net loss and distributions and accretion on Series A preferred units attributable to noncontrolling interests | | | | | ||||||||
Distribution on Class B units | ( | ( | ( | ( | ||||||||
Net loss attributable to common units | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss attributable to common units | ||||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average number of common units outstanding | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
KIMBELL ROYALTY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY
(Unaudited)
Nine Months Ended September 30, 2020 | ||||||||||||||||||
Noncontrolling | ||||||||||||||||||
| Common Units |
| Amount |
| Class B Units |
| Amount | Interest | Total | |||||||||
Balance at January 1, 2020 | | $ | | | $ | | $ | | $ | | ||||||||
Common units issued for equity offering | | | — | — | — | | ||||||||||||
Conversion of Class B units to common units | | | ( | ( | ( | ( | ||||||||||||
Redemption of Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Unit-based compensation | | | — | — | — | | ||||||||||||
Distributions to unitholders | — | ( | — | — | ( | ( | ||||||||||||
Distribution and accretion on Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Distribution on Class B units | — | ( | — | — | — | ( | ||||||||||||
Net loss | — | ( | — | — | ( | ( | ||||||||||||
Balance at March 31, 2020 | | | | | | | ||||||||||||
Units issued for Springbok Acquisition | | | | | | | ||||||||||||
Restricted units used for tax withholding | ( | ( | — | — | — | ( | ||||||||||||
Forfeiture of restricted units | ( | ( | — | — | — | ( | ||||||||||||
Unit-based compensation | — | | — | — | — | | ||||||||||||
Distributions to unitholders | — | ( | — | — | ( | ( | ||||||||||||
Distribution and accretion on Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Distribution on Class B units | — | ( | — | — | — | ( | ||||||||||||
Net loss | — | ( | — | — | ( | ( | ||||||||||||
Balance at June 30, 2020 | | | | | | | ||||||||||||
Conversion of Class B units to common units | | | ( | ( | ( | ( | ||||||||||||
Forfeiture of restricted units | ( | ( | — | — | — | ( | ||||||||||||
Unit-based compensation | — | | — | — | — | | ||||||||||||
Distributions to unitholders | — | ( | — | — | ( | ( | ||||||||||||
Distribution and accretion on Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Distribution on Class B units | — | ( | — | — | — | ( | ||||||||||||
Net loss | — | ( | — | — | ( | ( | ||||||||||||
Balance at September 30, 2020 | | $ | | | $ | | $ | | $ | | ||||||||
3
KIMBELL ROYALTY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY – (Continued)
(Unaudited)
Nine Months Ended September 30, 2019 | ||||||||||||||||||
Noncontrolling | ||||||||||||||||||
| Common Units |
| Amount |
| Class B Units |
| Amount | Interest | Total | |||||||||
Balance at January 1, 2019 | | $ | | | $ | | $ | | $ | | ||||||||
Units issued for Phillips Acquisition | — | — | | | | | ||||||||||||
Conversion of Class B units to common units | | | ( | ( | ( | ( | ||||||||||||
Unit-based compensation | — | | — | — | — | | ||||||||||||
Distributions to unitholders | — | ( | — | — | ( | ( | ||||||||||||
Distribution and accretion on Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Distribution on Class B units | — | ( | — | — | — | ( | ||||||||||||
Net loss | — | ( | — | — | ( | ( | ||||||||||||
Balance at March 31, 2019 | | | | | | | ||||||||||||
Conversion of Class B units to common units | | | ( | ( | ( | ( | ||||||||||||
Restricted units used for tax withholding | ( | ( | — | — | — | ( | ||||||||||||
Unit-based compensation | — | | — | — | — | | ||||||||||||
Distributions to unitholders | — | ( | — | — | ( | ( | ||||||||||||
Distribution and accretion on Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Distribution on Class B units | — | ( | — | — | — | ( | ||||||||||||
Net loss | — | ( | — | — | ( | ( | ||||||||||||
Balance at June 30, 2019 | | | | | | | ||||||||||||
Conversion of Class B units to common units | | | ( | ( | ( | ( | ||||||||||||
Unit-based compensation | — | | — | — | — | | ||||||||||||
Distributions to unitholders | — | ( | — | — | ( | ( | ||||||||||||
Distribution and accretion on Series A preferred units | — | ( | — | — | ( | ( | ||||||||||||
Distribution on Class B units | — | ( | — | — | — | ( | ||||||||||||
Net loss | — | ( | — | — | ( | ( | ||||||||||||
Balance at September 30, 2019 | | $ | | | $ | | $ | | $ | | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
KIMBELL ROYALTY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, | ||||||
2020 |
| 2019 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Depreciation and depletion expense | | | ||||
Impairment of oil and natural gas properties | | | ||||
Amortization of right-of-use assets | | | ||||
Amortization of loan origination costs | | | ||||
Equity (income) loss in affiliate | ( | | ||||
Forfeiture of restricted units | ( | — | ||||
Unit-based compensation | | | ||||
Loss on commodity derivative instruments, net of settlements | | | ||||
Changes in operating assets and liabilities: | ||||||
Oil, natural gas and NGL receivables | | | ||||
Accounts receivable and other current assets | ( | ( | ||||
Accounts payable | ( | ( | ||||
Other current liabilities | | | ||||
Operating lease liabilities | ( | ( | ||||
Net cash provided by operating activities | | | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Purchases of property and equipment | ( | ( | ||||
Purchase of oil and natural gas properties | ( | ( | ||||
Deposits on oil and natural gas properties | — | ( | ||||
Investment in affiliate | ( | ( | ||||
Cash distribution from affiliate | | — | ||||
Net cash used in investing activities | ( | ( | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Proceeds from equity offering | | — | ||||
Contributions from Class B unitholders | — | | ||||
Redemption of Class B contributions on converted units | ( | ( | ||||
Issuance costs paid on Series A preferred units | — | ( | ||||
Redemption on Series A preferred units | ( | — | ||||
Distributions to common unitholders | ( | ( | ||||
Distribution to OpCo unitholders | ( | ( | ||||
Distribution and accretion on Series A preferred units | ( | ( | ||||
Distribution on Class B units | ( | ( | ||||
Borrowings on long-term debt | | | ||||
Repayments on long-term debt | ( | — | ||||
Payment of loan origination costs | ( | ( | ||||
Restricted units used for tax withholding | ( | ( | ||||
Net cash provided by (used in) financing activities | | ( | ||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | ( | | ||||
CASH AND CASH EQUIVALENTS, beginning of period | | | ||||
CASH AND CASH EQUIVALENTS, end of period | $ | | $ | | ||
Supplemental cash flow information: | ||||||
Cash paid for interest | $ | | $ | | ||
Non-cash investing and financing activities: | ||||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ | — | $ | | ||
Units issued in exchange for oil and natural gas properties | $ | | $ | | ||
Non-cash deemed distribution to Series A preferred units | $ | | $ | | ||
Noncash effect of Series A preferred unit redemption | $ | | $ | — | ||
Redemption of Class B contributions on converted units in accounts payable | $ | — | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” the “Partnership,” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” refer to Kimbell Royalty Operating, LLC. References to the “General Partner” refer to Kimbell Royalty GP, LLC. References to “Kimbell Operating” refer to Kimbell Operating Company, LLC, a wholly owned subsidiary of the General Partner. References to the “Sponsors” refer to affiliates of the Partnership’s founders, Ben J. Fortson, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of the Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to the Partnership.
NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION
Organization
Kimbell Royalty Partners, LP is a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. Effective as of September 24, 2018, the Partnership has elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, the Partnership is entitled to a portion of the revenues received from the production of oil, natural gas and associated natural gas liquids (“NGL”) from the acreage underlying its interests, net of post-production expenses and taxes. The Partnership is not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. The Partnership’s primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, its Sponsors and the Contributing Parties and from organic growth through the continued development by working interest owners of the properties in which it owns an interest.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. As a result, the accompanying unaudited interim condensed consolidated financial statements do not include all disclosures required for complete annual financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019, which contains a summary of the Partnership’s significant accounting policies and other disclosures. In the opinion of management of the General Partner, the unaudited interim condensed consolidated financial statements contain all adjustments necessary to fairly present the financial position and results of operations for the interim periods in accordance with GAAP and all adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates.
Segment Reporting
The Partnership operates in a operating and segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Partnership’s chief operating decision maker allocates resources and assesses performance based upon financial information of the Partnership as a whole.
COVID-19 Pandemic and Impact on Global Demand for Oil and Natural Gas
The global spread of coronavirus (“COVID-19”) created significant volatility, uncertainty, and economic disruption during the first nine months of 2020. On March 11, 2020, the World Health Organization (the “WHO”) declared
6
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
the ongoing COVID-19 outbreak a pandemic and recommended containment and mitigation measures worldwide. The pandemic has reached more than 200 countries and has resulted in widespread adverse impacts on the global economy, the Partnership’s oil, natural gas, and NGL operators and other parties with whom the Partnership has business relations, including a significant reduction in the global demand for oil and natural gas. This significant decline in demand accelerated following the announcement of price reductions and production increases in March 2020 by members of the Organization of Petroleum Exporting Countries (“OPEC”) and other foreign, oil-exporting countries, raising concerns about global storage capacity. The resulting supply and demand imbalance has led to a significantly weaker outlook for oil and gas producers and is having a disruptive impact on the oil and natural gas industry.
The Partnership has modified certain business practices (including those related to employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by the Centers for Disease Control and Prevention, the WHO and other governmental and regulatory authorities. In mid-March, the Partnership restricted access to its offices to only essential employees, and directed the remainder of its employees to work from home to the extent possible. Beginning in mid-May, the Partnership opened its offices to employees on a voluntary basis, with employees having the option to work from the office or from home. These restrictions have had minimal impact on the Partnership’s operations to date and have allowed the Partnership to maintain the engagement and connectivity of its personnel, as well as minimize the number of employees in the office.
The ultimate impacts of COVID-19 and the volatility currently being experienced in the oil and natural gas markets on the Partnership’s business, cash flows, liquidity, financial condition and results of operations will depend on future developments, including, among others, the ultimate geographic spread of the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the development of effective treatments, the duration of the outbreak, actions taken by members of OPEC and other foreign, oil-exporting countries, governmental authorities and other thirds parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume. For additional discussion regarding the risks associated with the COVID-19 pandemic and actions announced by OPEC and other foreign, oil-exporting countries, see Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A Risk Factors.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
For a description of the Partnership’s significant accounting policies, see Note 2 of the consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019, as well as the items noted below. There have been no substantial changes in such policies or the application of such policies during the nine months ended September 30, 2020, other than those discussed below in Recently Adopted Accounting Pronouncements.
New Accounting Pronouncements
Recently Adopted Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies the fair value measurement disclosure requirements specifically related to Level 3 fair value measurements and transfers between levels. The Partnership adopted this update on January 1, 2020 and applied it prospectively. The adoption of this update did not have a material impact on the Partnership’s results of operations for the three and nine months ended September 30, 2020.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard replaced the currently required incurred loss approach with an expected loss model for instruments measured at amortized cost. The Partnership
7
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
adopted this update using the modified retrospective approach, effective January 1, 2020. The adoption of this update did not have a material impact on the Partnership’s results of operations for the three and nine months ended September 30, 2020.
Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” that is expected to reduce cost and complexity related to accounting for income taxes. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Partnership is currently evaluating the impact of the adoption of this update, but does not believe it will have a material impact on its financial position, results of operations or liquidity.
NOTE 3—ACQUISITIONS AND JOINT VENTURES
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
On September 20, 2019, the Partnership agreed to acquire various mineral and royalty interests in Oklahoma for an aggregate purchase price of approximately $
On April 17, 2020, the Partnership and the Operating Company completed the acquisition of all of the equity interests in Springbok Energy Partners, LLC and Springbok Energy Partners II, LLC (the “Springbok Acquisition”). The aggregate consideration for the Springbok Acquisition consisted of (i) approximately $
8
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Joint Ventures
The Partnership has partial ownership in a joint venture (the “Joint Venture”) with Springbok SKR Capital Company, LLC and Rivercrest Capital Partners, LP, a related party. The Partnership’s ownership in the Joint Venture is
NOTE 4—DERIVATIVES
The Partnership’s ongoing operations expose it to changes in the market price for oil and natural gas. To mitigate the inherent commodity price risk associated with its operations, the Partnership uses oil and natural gas commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts, and other contractual arrangements. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty.
As of September 30, 2020, the Partnership’s commodity derivative contracts consisted of fixed price swaps, under which the Partnership receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume. The Partnership hedges its daily production based on the amount of debt and/or preferred equity as a percent of its enterprise value. As of September 30, 2020, these economic hedges constituted approximately
The Partnership’s oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and its natural gas fixed price swap transactions are settled based upon the last day settlement of the first nearby month futures contract of the contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month.
9
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The Partnership has not designated any of its derivative contracts as hedges for accounting purposes. The Partnership records all derivative contracts at fair value. Changes in the fair values of the Partnership’s derivative instruments are recognized as gains or losses in the current period and are presented on a net basis in the accompanying unaudited condensed consolidated statements of operations. Changes in fair value consisted of the following:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Beginning fair value of commodity derivative instruments | $ | | $ | | $ | | $ | | ||||
(Loss) gain on commodity derivative instruments | ( | | | | ||||||||
Net cash received on settlements of derivative instruments | ( | ( | ( | ( | ||||||||
Ending fair value of commodity derivative instruments | $ | ( | $ | | $ | ( | $ | | ||||
The following table presents the fair value of the Partnership’s derivative contracts as of September 30, 2020 and December 31, 2019:
September 30, | December 31, | |||||||
Classification | Balance Sheet Location | 2020 | 2019 | |||||
Assets: | ||||||||
Current asset | Commodity derivative assets | $ | — | $ | | |||
Long-term asset | Commodity derivative assets | — | | |||||
Liabilities: | ||||||||
Current liability | Commodity derivative liabilities | ( | — | |||||
Long-term liability | Commodity derivative liabilities | ( | — | |||||
$ | ( | $ | | |||||
As of September 30, 2020, the Partnership’s open commodity derivative contracts consisted of the following:
Oil Price Swaps
Notional | Weighted Average | Range (per Bbl) | |||||||||
Volumes (Bbl) | Fixed Price (per Bbl) | Low | High | ||||||||
September 2020 - December 2020 | | $ | | $ | | $ | | ||||
January 2021 - December 2021 | | $ | | $ | | $ | | ||||
January 2022 - September 2022 | | $ | | $ | | $ | | ||||
Natural Gas Price Swaps
Notional | Weighted Average | Range (per MMBtu) | |||||||||
Volumes (MMBtu) | Fixed Price (per MMBtu) | Low | High | ||||||||
October 2020 - December 2020 | | $ | | $ | | $ | | ||||
January 2021 - December 2021 | | $ | | $ | | $ | | ||||
January 2022 - September 2022 | | $ | | $ | | $ | | ||||
NOTE 5—FAIR VALUE MEASUREMENTS
The Partnership measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below. The carrying values of cash, oil, natural gas and NGL receivables, accounts receivable and other current assets and current and long-term liabilities included in the unaudited condensed consolidated balance sheets approximated fair value as of September 30, 2020 and December 31, 2019 due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. As a result, these financial assets and liabilities are not discussed below.
| ● | Level 1— Unadjusted quoted market prices for identical assets or liabilities in active markets. |
10
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| ● | Level 2—Quoted prices for similar assets or liabilities in non-active markets, or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| ● | Level 3—Measurement based on prices or valuations models that require inputs that are both unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value). |
Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Partnership recognizes transfers between fair value hierarchy levels as of the end of the reporting period in which the event or change in circumstances causing the transfer occurred. The Partnership did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements during the three and nine months ended September 30, 2020 and 2019.
The Partnership’s commodity derivative instruments are classified within Level 2. The fair values of the Partnership’s oil and natural gas fixed price swaps are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, volatility factors and discount rates, or can be corroborated from active markets.
The following tables summarize the Partnership’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy:
Fair Value Measurements Using | |||||||||||||||
Level 1 | Level 2 | Level 3 | Effect of Counterparty Netting | Total | |||||||||||
September 30, 2020 | |||||||||||||||
Assets | |||||||||||||||
Commodity derivative contracts | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
Liabilities | |||||||||||||||
Commodity derivative contracts | $ | — | $ | ( | $ | — | $ | — | $ | ( | |||||
December 31, 2019 | |||||||||||||||
Assets | |||||||||||||||
Commodity derivative contracts | $ | — | $ | | $ | — | $ | — | $ | | |||||
Liabilities | |||||||||||||||
Commodity derivative contracts | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
NOTE 6—OIL AND NATURAL GAS PROPERTIES
Oil and natural gas properties consist of the following:
| September 30, | December 31, | ||||
2020 | 2019 | |||||
Oil and natural gas properties | ||||||
Proved properties | $ | | $ | | ||
Unevaluated properties | | | ||||
Less: accumulated depreciation, depletion and impairment | ( | ( | ||||
Total oil and natural gas properties | $ | | $ | | ||
Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved reserves is able to be made.
The Partnership assesses all unevaluated properties on a periodic basis for possible impairment. The Partnership assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: economic and market conditions; operators’ intent to drill; remaining lease term; geological and geophysical evaluations; operators’ drilling results and activity; the assignment of proved
11
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
reserves; and the economic viability of operator development if proved reserves are assigned. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization and to the full cost ceiling test. The Partnership transferred $
After evaluating certain external factors in the first quarter of 2020, including a significant decline in oil and natural gas prices, as well as longer-term commodity price outlooks, in each case related to reduced demand for oil and natural gas as a result of COVID-19, the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries, and other supply factors, the Partnership determined that significant drilling uncertainty existed regarding its proved undeveloped (“PUD”) reserves that were included in its total estimated proved reserves as of December 31, 2019, as well as its unevaluated oil and natural gas properties. Specifically, with respect to the Partnership’s PUD reserves (which accounted for approximately
As a result of its full cost ceiling analysis, the Partnership recorded an impairment on its oil and natural gas properties of $
The Partnership recorded an impairment on its oil and natural gas properties of $
NOTE 7—LEASES
Substantially all of the Partnership’s leases are long-term operating leases with fixed payment terms and will terminate in June 2029. The Partnership’s right-of-use (“ROU”) operating lease assets represent its right to use an underlying asset for the lease term, and its operating lease liabilities represent its obligation to make lease payments. ROU operating lease assets and operating lease liabilities are included in the accompanying unaudited condensed consolidated balance sheets. Short term operating lease liabilities are included in other current liabilities. The weighted average remaining lease term as of September 30, 2020 is
Both the ROU operating lease assets and liabilities are recognized at the present value of the remaining lease payments over the lease term and do not include lease incentives. The Partnership’s leases do not provide an implicit rate that can readily be determined; therefore, the Partnership used a discount rate based on its incremental borrowing rate, which is determined by the information available in the secured revolving credit facility. The incremental borrowing rate reflects the estimated rate of interest that the Partnership would pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The weighted average discount rate used for the operating lease was
Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019. The total operating lease expense recorded for the three and nine months ended September 30, 2020 was $
Currently, the most substantial contractual arrangements that the Partnership has classified as operating leases are the main office spaces used for operations. In July 2019, the Partnership became the lessee in several other related lease agreements for additional office space. In addition, the Partnership was involved in the construction and design of the underlying assets.
12
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Future minimum lease commitments as of September 30, 2020 were as follows:
Total | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | |||||||||||||||
Operating leases | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Less: Imputed Interest |
| ( |
| ||||||||||||||||||
Total | $ | |
| ||||||||||||||||||
NOTE 8—LONG-TERM DEBT
The Partnership maintains a secured revolving credit facility that is secured by substantially all of its assets, the Operating Company’s assets and the assets of their wholly owned subsidiaries. Availability under the secured revolving credit facility equals the lesser of the aggregate maximum commitments of the lenders and the borrowing base. Total commitments under the secured revolving credit facility are set at $
The secured revolving credit facility contains various affirmative, negative and financial maintenance covenants. These covenants limit the Partnership’s ability to, among other things, incur or guarantee additional debt, make distributions on, or redeem or repurchase, common units, make certain investments and acquisitions, incur certain liens or permit them to exist, enter into certain types of transactions with affiliates, merge or consolidate with another company and transfer, sell or otherwise dispose of assets. The secured revolving credit facility also contains covenants requiring the Partnership to maintain the following financial ratios or to reduce the Partnership’s indebtedness if the Partnership is unable to comply with such ratios: (i) a Debt to EBITDAX Ratio (as defined in the secured revolving credit facility) of not more than to 1.0 and (ii) a ratio of current assets to current liabilities of not less than to 1.0. The secured revolving credit facility also contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control.
During the three and nine months ended September 30, 2020, the Partnership borrowed an additional $
As of September 30, 2020, borrowings under the secured revolving credit facility bore interest at
NOTE 9—PREFERRED UNITS
In July 2018, the Partnership completed the private placement of
13
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
units or their redemption, holders of the Series A preferred units are entitled to receive cumulative quarterly distributions equal to
The Series A preferred units are convertible by the Series A Purchasers after
For purposes of the Series A preferred units, “Minimum IRR” means as of any measurement date: (a) prior to the fifth anniversary of the July 12, 2018 (the “Series A Issuance Date”), a
On February 12, 2020, the Partnership completed the redemption of
The following table summarizes the changes in the number of the Series A preferred units:
Series A | ||
Preferred Units | ||
Balance at December 31, 2019 | | |
Redemption of Series A preferred units | ( | |
Balance at September 30, 2020 | |
NOTE 10—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS
The Partnership has issued units representing limited partner interests. As of September 30, 2020, the Partnership had a total of
In January 2020, the Partnership completed an underwritten public offering of
14
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The following table summarizes the changes in the number of the Partnership’s common units:
Common Units | ||
Balance at December 31, 2019 | | |
Common units issued for equity offering | | |
Common units issued for Springbok Acquisition | | |
Conversion of Class B units | | |
Common units issued under the LTIP (1) | | |
Restricted units used for tax withholding | ( | |
Forfeiture of restricted units | ( | |
Balance at September 30, 2020 | |
| (1) | Includes restricted units granted to certain employees, directors and consultants under the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (as amended, the “LTIP”) on February 28, 2020. |
The following table presents information regarding the common unit cash distributions approved by the General Partner’s Board of Directors (the “Board of Directors”) for the periods presented:
Amount per | Date | Unitholder | Payment | ||||||
Common Unit | Declared | Record Date | Date | ||||||
Q1 2020 | $ | | April 24, 2020 | May 4, 2020 | May 11, 2020 | ||||
Q2 2020 | $ | | July 24, 2020 | August 3, 2020 | August 10, 2020 | ||||
Q3 2020 | $ | | October 23, 2020 | November 2, 2020 | November 9, 2020 | ||||
Q1 2019 | $ | | April 26, 2019 | May 6, 2019 | May 13, 2019 | ||||
Q2 2019 | $ | | July 26, 2019 | August 5, 2019 | August 12, 2019 | ||||
Q3 2019 | $ | | October 25, 2019 | November 4, 2019 | November 11, 2019 | ||||
The following table summarizes the changes in the number of the Partnership’s Class B units:
Class B Units | ||
Balance at December 31, 2019 | | |
Conversion of Class B units | ( | |
Class B units issued for Springbok Acquisition | | |
Balance at September 30, 2020 | |
For each Class B unit issued,
The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.
NOTE 11—EARNINGS (LOSS) PER UNIT
Basic earnings (loss) per unit (“EPU”) is calculated by dividing net income (loss) attributable to common units by the weighted-average number of common units outstanding during the period. Diluted net income (loss) per common unit gives effect, when applicable, to unvested restricted units granted under the Partnership’s LTIP for its employees, directors and consultants and potential conversion of Class B units.
15
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The following table summarizes the calculation of weighted average common units outstanding used in the computation of diluted earnings (loss) per unit:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Net loss attributable to common units | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average number of common units outstanding: | ||||||||||||
Basic | | | | | ||||||||
Effect of dilutive securities: | ||||||||||||
Series A preferred units | — | — | — | — | ||||||||
Class B units | — | — | — | — | ||||||||
Restricted units | — | — | — | — | ||||||||
Diluted | | | | | ||||||||
Net loss attributable to common units | ||||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
The calculation of diluted net loss per unit for the three and nine months ended September 30, 2020 excludes the conversion of Series A preferred units to common units, the conversion of Class B units to common units and
NOTE 12—INCOME TAXES
In May 2018, the Board of Directors unanimously approved a change of the Partnership’s federal income tax status from that of a pass-through partnership to that of a taxable entity, which became effective on September 24, 2018. Subsequent to the Partnership’s change in tax status, the Partnership’s provision for income taxes is based on the estimated annual effective tax rate plus discrete items.
Prior to September 24, 2018, the Partnership was organized as a pass-through entity for income tax purposes. As a result, the Partnership’s partners were responsible for federal and state income or similar taxes on their share of the Partnership’s taxable income with the exception of any entity-level income or similar taxes such as the Texas Franchise Tax. The Partnership recorded a benefit from income taxes of $
NOTE 13—UNIT-BASED COMPENSATION
On September 23, 2018, the General Partner entered into the First Amendment to the LTIP, which increased the number of common units eligible for issuance under the LTIP by
16
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Distributions related to the restricted units are paid concurrently with the Partnership’s distributions for common units. The fair value of the Partnership’s restricted units issued under the LTIP to the Partnership’s employees, directors and consultants is determined by utilizing the market value of the Partnership’s common units on the respective grant date. The following table presents a summary of the Partnership’s unvested restricted units.
Weighted |
| Weighted | |||||
Average | Average | ||||||
Grant-Date | Remaining | ||||||
Fair Value | Contractual | ||||||
Units | per Unit | Term | |||||
Unvested at December 31, 2019 | | $ | |
| |||
Awarded | | | — | ||||
Vested | ( | | — | ||||
Forfeited | ( | | — | ||||
Unvested at September 30, 2020 | | $ | |
| |||
NOTE 14—RELATED PARTY TRANSACTIONS
The Partnership currently has a management services agreement with Kimbell Operating, which has separate services agreements with each of BJF Royalties, LLC (“BJF Royalties”), K3 Royalties, LLC (“K3 Royalties”), Nail Bay Royalties, LLC (“Nail Bay Royalties”) and Duncan Management, LLC (“Duncan Management”), pursuant to which they and Kimbell Operating provide management, administrative and operational services to the Partnership. In addition, under each of their respective services agreements, affiliates of the Partnership’s Sponsors may identify, evaluate and recommend to the Partnership acquisition opportunities and negotiate the terms of such acquisitions. Amounts paid to Kimbell Operating and such other entities under their respective services agreements will reduce the amount of cash available for distribution to the Partnership’s unitholders.
During the three and nine months ended September 30, 2020,
NOTE 15—ADMINISTRATIVE SERVICES
Management Services Agreement
The Partnership relies upon its officers, directors, Sponsors and outside consultants to further its business operations. The Partnership also hires independent contractors and consultants involved in land, technical, regulatory and other disciplines to assist its officers and directors. See Note 14―Related Party Transactions.
Transition Services Agreement
In connection with the Springbok Acquisition, the Partnership entered into a Transition Services Agreement (the “Transition Services Agreement”) with Springbok Investment Management, LP (“SIM”). Pursuant to the Transition Services Agreement, SIM provided certain administrative services and accounting assistance on a transitional basis for total compensation of $
NOTE 16—COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Partnership may experience situations where disagreements occur relating to the ownership of certain mineral or overriding royalty interest acreage. Management is not aware of any legal,
17
KIMBELL ROYALTY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
environmental or other commitments or contingencies that would have a material effect on the Partnership’s financial condition, results of operations or liquidity as of September 30, 2020.
NOTE 17—SUBSEQUENT EVENTS
The Partnership has evaluated events that occurred subsequent to September 30, 2020 in the preparation of its condensed consolidated financial statements.
Joint Venture
In October 2020, in connection with the Joint Venture, the Partnership paid capital contributions of $
Distributions
On November 4, 2020, the Partnership paid a quarterly cash distribution on the Series A preferred units of approximately $
On November 4, 2020, the Partnership paid a quarterly cash distribution to each Class B unitholder equal to
On October 23, 2020, the Board of Directors declared a quarterly cash distribution of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read together in conjunction with our unaudited condensed consolidated financial statements and notes thereto presented in this Quarterly Report on Form 10-Q (this “Quarterly Report”), as well as our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”).
Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” the “Partnership,” “we” or “us” refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” refer to Kimbell Royalty Operating, LLC. References to the “General Partner” refer to Kimbell Royalty GP, LLC. References to the “Sponsors” refer to affiliates of the Partnership’s founders, Ben J. Fortson, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of the Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to the Partnership.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements and information in this Quarterly Report may constitute forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of future operations or acquisitions. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
| ● | our ability to replace our reserves; |
| ● | our ability to make, consummate and integrate acquisitions of assets or businesses and realize the benefits or effects of any acquisitions or the timing, final purchase price or consummation of any acquisitions; |
| ● | our ability to execute our business strategies; |
| ● | the volatility of realized prices for oil, natural gas and natural gas liquids (“NGL”), including as a result of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”); |
| ● | the level of production on our properties; |
| ● | the level of drilling and completion activity by the operators of our properties; |
| ● | regional supply and demand factors, delays or interruptions of production; |
| ● | industry, economic, business or political conditions, including the outcome of the U.S. presidential election and resulting energy and environmental policies, weakness in the capital markets or the ongoing and potential impact to financial markets and worldwide economic activity resulting from the ongoing coronavirus (“COVID-19”) pandemic and related governmental actions; |
| ● | revisions to our reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties; |
| ● | impacts of impairment expense on our financial statements; |
| ● | competition in the oil and natural gas industry generally and the mineral and royalty industry in particular; |
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| ● | the ability of the operators of our properties to obtain capital or financing needed for development and exploration operations; |
| ● | title defects in the properties in which we acquire an interest; |
| ● | uncertainties with respect to identified drilling locations and estimates of reserves on our properties and on properties we seek to acquire; |
| ● | the availability or cost of rigs, completion crews, equipment, raw materials, supplies, oilfield services or personnel; |
| ● | restrictions on or the availability of the use of water in the business of the operators of our properties; |
| ● | the availability of transportation facilities; |
| ● | the ability of the operators of our properties to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals; |
| ● | federal and state legislative and regulatory initiatives relating to the environment, hydraulic fracturing, tax laws and other matters affecting the oil and gas industry; |
| ● | future operating results; |
| ● | exploration and development drilling prospects, inventories, projects and programs; |
| ● | operating hazards faced by the operators of our properties; |
| ● | the ability of the operators of our properties to keep pace with technological advancements; |
| ● | uncertainties regarding United States federal income tax treatment of our future earnings and distributions; and |
| ● | our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures. |
These factors are discussed in further detail in our Annual Report on Form 10-K for the year ended December 31, 2019 under “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, under “Item 1A. Risk Factors” in Part II, and elsewhere in this report. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Overview
We are a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. Effective as of September 24, 2018, we have elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, we are entitled to a portion of the revenues received from the production of oil, natural gas and associated NGLs from the acreage underlying our interests, net of post-production expenses and taxes. We are not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. Our primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, our Sponsors and the Contributing Parties and from organic growth through the continued development by working interest owners of the properties in which we own an interest.
As of September 30, 2020, we owned mineral and royalty interests in approximately 9.0 million gross acres and overriding royalty interests in approximately 4.6 million gross acres, with approximately 60% of our aggregate acres located in the Permian Basin, Mid-Continent and Bakken/Williston Basin. We refer to these non-cost-bearing interests collectively as our “mineral and royalty interests.” As of September 30, 2020, over 98% of the acreage subject to our mineral and royalty interests was leased to working interest owners, including 100% of our overriding royalty interests,
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and substantially all of those leases were held by production. Our mineral and royalty interests are located in 28 states and in every major onshore basin across the continental United States and include ownership in over 96,000 gross wells, including over 40,000 wells in the Permian Basin.
The following table summarizes our ownership in United States basins and producing regions and information about the wells in which we have a mineral or royalty interest as of September 30, 2020:
Average Daily | Average Daily | |||||||||
Production | Production | |||||||||
Basin or Producing Region | Gross Acreage | Net Acreage | (Boe/d)(6:1)(1) | (Boe/d)(20:1)(2) | Well Count | |||||
Permian Basin | 2,661,857 | 23,075 | 2,756 | 2,235 | 40,641 | |||||
Mid‑Continent |
| 3,953,268 | 41,464 | 1,729 | 1,042 | 11,159 | ||||
Haynesville |
| 786,423 | 7,665 | 3,284 | 1,124 | 8,771 | ||||
Appalachia | 741,293 | 23,202 | 1,936 | 791 | 3,159 | |||||
Bakken |
| 1,569,637 | 6,051 | 671 | 587 | 3,985 | ||||
Eagle Ford |
| 624,135 | 6,730 | 1,706 | 1,374 | 3,058 | ||||
Rockies |
| 73,912 | 1,036 | 755 | 420 | 12,350 | ||||
Other |
| 3,232,561 | 36,695 | 1,323 | 751 | 13,016 | ||||
Total |
| 13,643,086 | 145,918 | 14,160 | 8,324 | 96,139 |
| (1) | “Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per barrel of “oil equivalent,” which is based on approximate energy equivalency and does not reflect the price or value relationship between oil and natural gas. Please read “Business—Oil and Natural Gas Data—Proved Reserves—Summary of Estimated Proved Reserves” in our Annual Report on Form 10-K for the year ended December 31, 2019. |
| (2) | “Value-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of 20 Mcf of natural gas per barrel of “oil equivalent,” which is the conversion factor we use in our business. |
The following table summarizes information about the number of drilled but uncompleted wells (“DUCs”) and permitted locations on acreage in which we have a mineral or royalty interest as of September 30, 2020:
Basin or Producing Region(1) | Gross DUCs | Gross Permits | Net DUCs | Net Permits | ||||
Permian Basin | 235 | 201 | 0.75 | 0.61 | ||||
Mid‑Continent |
| 109 | 70 | 0.23 | 0.07 | |||
Haynesville |
| 61 | 19 | 0.37 | 0.07 | |||
Appalachia | 53 | 44 | 0.24 | 0.14 | ||||
Bakken |
| 150 | 158 | 0.12 | 0.32 | |||
Eagle Ford |
| 98 | 49 | 0.53 | 0.34 | |||
Rockies |
| 88 | 32 | 0.38 | 0.29 | |||
Total |
| 794 | 573 | 2.62 | 1.84 |
| (1) | The above table represents drilled but uncompleted wells and permitted locations only, and there is no guarantee that the drilled but uncompleted wells or permitted locations will be developed into producing wells in the future. |
Recent Developments
Joint Venture
In October 2020, in connection with the joint venture (the “Joint Venture”) with Springbok SKR Capital Company, LLC and Rivercrest Capital Partners, LP, we paid capital contributions of $0.1 million.
Third Quarter Distributions
On November 4, 2020, we paid a quarterly cash distribution on the Series A preferred units of approximately $1.0 million for the quarter ended September 30, 2020.
Each holder of Class B units has paid five cents per Class B unit to us as an additional capital contribution for the Class B units (such aggregate amount, the “Class B Contribution”) in exchange for Class B units. Each holder of Class B
21
units is entitled to receive cash distributions equal to 2.0% per quarter on their respective Class B Contribution. On November 4, 2020, we paid a quarterly cash distribution to each Class B unitholder, resulting in a total quarterly distribution of $20,780 for the quarter ended September 30, 2020.
On October 23, 2020, the General Partner’s Board of Directors (the “Board of Directors”) declared a quarterly cash distribution of $0.19 per common unit for the quarter ended September 30, 2020. The distribution will be paid on November 9, 2020 to common unitholders and OpCo common unitholders of record as of the close of business on November 2, 2020.
Business Environment
COVID-19 Pandemic and Impact on Global Demand for Oil and Natural Gas
The global spread of COVID-19 created significant volatility, uncertainty, and economic disruption during the first nine months of 2020. On March 11, 2020, the World Health Organization (the “WHO”) declared the ongoing COVID-19 outbreak a pandemic and recommended containment and mitigation measures worldwide. The pandemic has reached more than 200 countries and has resulted in widespread adverse impacts on the global economy, our oil, natural gas, and NGL operators and other parties with whom we have business relations, including a significant reduction in the global demand for oil and natural gas. This significant decline in demand accelerated following the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries, raising concerns about global storage capacity. The resulting supply and demand imbalance has led to a significantly weaker outlook for oil and gas producers and is having a disruptive impact on the oil and natural gas industry. Globally, these conditions have led to significant economic contraction.
Our first priority in our response to this crisis has been the health and safety of our employees, the employees of our business counterparties and the community in which we operate. To address these concerns, we have modified certain business practices (including those related to employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by the Centers for Disease Control and Prevention, the WHO and other governmental and regulatory authorities. In mid-March, we restricted access to our offices to only essential employees, and directed the remainder of our employees to work from home to the extent possible. Beginning in mid-May we opened our offices to employees on a voluntary basis, with employees having the option to work from our office or from home. These restrictions have had minimal impact on our operations to date and have allowed us to maintain the engagement and connectivity of our personnel, as well as minimize the number of employees in the office.
There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. While shelter-in-place restrictions subsided in the third quarter of 2020, the possibility of future restrictions remains as certain jurisdictions have begun re-opening only to face increases in new COVID-19 cases. One of the largest impacts of the pandemic has been a significant reduction in global demand for oil and, to a lesser extent, natural gas. This significant decline in demand has been met with a sharp decline in oil prices which has been exacerbated by the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries. Although OPEC finalized an agreement in April 2020 to cut oil production by 9.7 million barrels per day during May and June 2020, and agreed in June 2020 to extend such production cuts until the end of July 2020, crude oil prices have remained depressed as a result of an increasingly utilized global storage network and the decrease in crude oil demand due to COVID-19. The resulting supply and demand imbalance is having disruptive impacts on the oil and natural gas exploration and production industry and on other related industries. These industry conditions, coupled with those resulting from the COVID-19 pandemic, have led to significant global economic contraction generally and in our industry in particular.
Oil and natural gas prices have historically been volatile; however, the volatility in the prices for these commodities has substantially increased as a result of COVID-19, the OPEC announcements mentioned above and ongoing storage capacity concerns. Oil prices declined sharply in April 2020 and have remained low. Although strip pricing for natural gas has increased meaningfully, the impact of these recent developments on our business and the oil
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and gas industry is unpredictable. Although we derived approximately 33% of our revenues and 59% of our production on a Boe/d basis (6:1) from natural gas for the third quarter of 2020, which we believe presents some downside protection against depressed oil prices, we expect that low oil prices and commodity price volatility will continue through the fourth quarter of 2020 and perhaps longer.
In April 2020, we received notices from two operators regarding well shut-ins and curtailments of production on properties in which we own an interest. The properties were primarily located in the Eagle Ford Shale, and the production attributable to such properties on a Boe/d basis (6:1) represented approximately one percent of our total production for the first quarter of 2020. We received subsequent notice that the curtailment on all Eagle Ford Shale production has ceased and production resumed, effective June 1, 2020. We also received notifications of well shut-ins and curtailment in the second quarter of 2020 from additional operators and the production attributable to such properties on a Boe/d basis (6:1) accounted for less than one percent of our total production for the second quarter of 2020. We did not receive any notification of shut-ins or curtailment in the third quarter of 2020. We expect that as the supply and demand imbalance resulting from the COVID-19 outbreak and the OPEC announcements mentioned above continues, and as oil storage facilities reach capacity and/or purchasers of crude products cancel previous orders, more of our operators may adjust or reduce their drilling activities, which could have an adverse effect on our business, cash flows, liquidity, financial condition and results of operations in the fourth quarter of 2020. Due to the expected significant decline in the average of the trailing twelve month first-of-month pricing used in the full-cost ceiling test, we expect to record an impairment to our oil and natural gas properties in the fourth quarter of 2020 as a result of the full-cost ceiling limitation.
The ultimate impacts of COVID-19 and the volatility currently being experienced in the oil and natural gas markets on our business, cash flows, liquidity, financial condition and results of operations will depend on future developments, including, among others, the ultimate geographic spread of the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the development and availability of effective treatments and vaccines, the duration of the outbreak, actions taken by members of OPEC and other foreign, oil-exporting countries, governmental authorities and other thirds parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume. For additional discussion regarding the risks associated with the COVID-19 pandemic, see Item 1A “Risk Factors” in this report.
Commodity Prices and Demand
Oil and natural gas prices have been historically volatile and may continue to be volatile in the future. As noted above, the supply and demand imbalance resulting from the COVID-19 outbreak and various OPEC announcements have created increased volatility in oil and natural gas prices. The table below demonstrates such volatility for the periods presented as reported by the United States Energy Information Administration (“EIA”).
Nine Months Ended | Nine Months Ended | |||||||||||
High |
| Low | High |
| Low | |||||||
Oil ($/Bbl) | $ | 63.27 | $ | (36.98) | $ | 66.24 | $ | 46.31 | ||||
Natural gas ($/MMBtu) | $ | 2.57 | $ | 1.33 | $ | 4.25 | $ | 2.02 | ||||
On October 30, 2020, the West Texas Intermediate posted price for crude oil was $35.64 per Bbl and the Henry Hub spot market price of natural gas was $3.03 per MMBtu.
The following table, as reported by the EIA, sets forth the average daily prices for oil and natural gas.
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
2020 |
| 2019 | 2020 |
| 2019 | ||||||||
Oil ($/Bbl) | $ | 40.89 | $ | 56.34 | $ | 38.04 | $ | 56.75 | |||||
Natural gas ($/MMBtu) | $ | 2.00 | $ | 2.38 | $ | 1.87 | $ | 2.62 | |||||
Rig Count
Drilling on our acreage is dependent upon the exploration and production companies that lease our acreage. As such, we monitor rig counts in an effort to identify existing and future leasing and drilling activity on our acreage.
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The Baker Hughes United States Rotary Rig count decreased by 69.1% from 860 active rigs as of September 30, 2019 to 266 active rigs as of September 30, 2020.
According to the Baker Hughes United States Rotary Rig count, rig activity in the 28 states in which we own mineral and royalty interests included 263 active rigs as of September 30, 2020 compared to 851 active rigs as of September 30, 2019. The decrease in rig count is directly related to the COVID-19 outbreak and international supply and demand imbalances. See Business Environment — COVID-19 Pandemic and Impact on Global Demand for Oil and Natural Gas for further discussion.
The following table summarizes the number of active rigs operating on our acreage by United States basins and producing regions for the periods indicated:
September 30, | ||||
Basin or Producing Region | 2020 | 2019 | ||
Permian Basin | 12 | 31 | ||
Mid‑Continent | 5 | 13 | ||
Haynesville | 8 | 15 | ||
Appalachia | 1 | 2 | ||
Bakken | 2 | 12 | ||
Eagle Ford | 1 | 4 | ||
Rockies | 1 | 5 | ||
Total | 30 | 82 | ||
Sources of Our Revenue
Our revenues are derived from royalty payments we receive from our operators based on the sale of oil, natural gas and NGL production, as well as the sale of NGLs that are extracted from natural gas during processing. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices.
The following table presents the breakdown of our operating income for the following periods:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2020 |
| 2019 | 2020 |
| 2019 | |||||||
Royalty income | ||||||||||||
Oil sales | 57 | % | 54 | % | 57 | % | 53 | % | ||||
Natural gas sales | 33 | % | 36 | % | 34 | % | 36 | % | ||||
NGL sales | 10 | % | 7 | % | 9 | % | 9 | % | ||||
Lease bonus and other income | - | % | 3 | % | - | % | 2 | % | ||||
100 | % | 100 | % | 100 | % | 100 | % | |||||
We entered into oil and natural gas commodity derivative agreements with Frost Bank, beginning January 1, 2018 which extend through September 2022, to establish, in advance, a price for the sale of a portion of the oil, natural gas and NGLs produced from our mineral and royalty interests.
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Non-GAAP Financial Measures
Adjusted EBITDA and Cash Available for Distribution
Adjusted EBITDA and cash available for distribution are used as supplemental non-GAAP financial measures (as defined below) by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA and cash available for distribution are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations period to period without regard to our financing methods or capital structure. In addition, management uses Adjusted EBITDA to evaluate cash flow available to pay distributions to our unitholders.
We define Adjusted EBITDA as net income (loss), net of non-cash unit-based compensation, change in fair value of open commodity derivative instruments, transaction costs, impairment of oil and natural gas properties, income taxes, interest expense and depreciation and depletion expense. Adjusted EBITDA is not a measure of net income (loss) as determined by generally accepted accounting principles in the United States (“GAAP”). We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as historic costs of depreciable assets, none of which are components of Adjusted EBITDA. We define cash available for distribution as Adjusted EBITDA, less cash needed for debt service and other contractual obligations, tax obligations, fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.
Adjusted EBITDA and cash available for distribution should not be considered an alternative to net income (loss), oil, natural gas and NGL revenues, net cash flows provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our computations of Adjusted EBITDA and cash available for distribution may not be comparable to other similarly titled measures of other companies.
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The tables below present a reconciliation of Adjusted EBITDA to net loss and net cash provided by operating activities, our most directly comparable GAAP financial measures, for the periods indicated (unaudited).
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Reconciliation of net loss to Adjusted EBITDA: | ||||||||||||
Net loss | $ | (25,676,624) | $ | (28,914,588) | $ | (162,251,073) | $ | (54,625,438) | ||||
Depreciation and depletion expense | 10,704,945 |
| 15,098,107 | 36,002,109 | 37,690,558 | |||||||
Interest expense | 1,603,006 |
| 1,468,419 | 4,689,907 | 4,332,633 | |||||||
(Benefit from) provision for income taxes | (694,864) | 102,997 | (694,864) | 610,798 | ||||||||
EBITDA | (14,063,537) |
| (12,245,065) | (122,253,921) | (11,991,449) | |||||||
Impairment of oil and natural gas properties | 22,237,131 |
| 34,880,071 | 158,698,835 | 65,828,980 | |||||||
Unit‑based compensation | 2,446,329 |
| 1,809,752 | 7,088,114 | 5,692,926 | |||||||
Loss (gain) on commodity derivative instruments, net of settlements | 6,573,098 | (1,683,804) | 4,496,376 | 878,255 | ||||||||
Cash distribution from affiliate | 210,999 | — | 457,410 | — | ||||||||
Equity income in affiliate | (292,803) | — | (460,360) | — | ||||||||
Consolidated Adjusted EBITDA | 17,111,217 | 22,760,954 | 48,026,454 | 60,408,712 | ||||||||
Adjusted EBITDA attributable to noncontrolling interest | (5,953,129) | (11,348,462) | (17,700,368) | (31,696,443) | ||||||||
Adjusted EBITDA attributable to Kimbell Royalty Partners, LP | 11,158,088 | 11,412,492 | 30,326,086 | 28,712,269 | ||||||||
Adjustments to reconcile Adjusted EBITDA to cash available for distribution | ||||||||||||
Cash interest expense | 902,448 | 611,885 | 2,474,715 | 1,819,003 | ||||||||
Cash distributions on Series A preferred units | 627,639 | 965,208 | 2,419,992 | 2,712,948 | ||||||||
Cash income tax expense | — | 147,000 | — | 651,000 | ||||||||
Distributions on Class B units | 23,141 | 23,414 | 71,089 | 71,042 | ||||||||
Cash reserves | — | (147,000) | — | (651,000) | ||||||||
Cash available for distribution on common units | $ | 9,604,860 | $ | 9,811,985 | $ | 25,360,290 | $ | 24,109,276 | ||||
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Reconciliation of net cash provided by operating activities to Adjusted EBITDA: | ||||||||||||
Net cash provided by operating activities | $ | 12,379,324 | $ | 24,835,447 | $ | 47,924,350 | $ | 63,979,961 | ||||
Interest expense |
| 1,603,006 |
| 1,468,419 |
| 4,689,907 |
| 4,332,633 | ||||
(Benefit from) provision for income taxes | (694,864) | 102,997 | (694,864) | 610,798 | ||||||||
Impairment of oil and natural gas properties |
| (22,237,131) |
| (34,880,071) |
| (158,698,835) |
| (65,828,980) | ||||
Amortization of right-of-use assets | (69,559) | (65,480) | (205,518) |
| (88,058) | |||||||
Amortization of loan origination costs |
| (275,898) |
| (265,812) |
| (808,534) |
| (783,961) | ||||
Equity income (loss) in affiliate |
| 292,803 |
| (80,896) |
| 460,360 |
| (80,896) | ||||
Forfeiture of restricted units | 12,614 | 118,859 | — | |||||||||
Unit-based compensation |
| (2,446,329) |
| (1,809,752) |
| (7,088,114) |
| (5,692,926) | ||||
(Loss) gain on commodity derivative instruments, net of settlements | (6,573,098) |
| 1,683,804 |
| (4,496,376) |
| (878,255) | |||||
Changes in operating assets and liabilities: | ||||||||||||
Oil, natural gas and NGL receivables |
| 4,272,714 |
| (1,937,752) |
| (3,131,377) |
| (5,270,397) | ||||
Accounts receivable and other current assets |
| 559,160 |
| 64,269 |
| 870,069 |
| 389,839 | ||||
Accounts payable |
| 194,641 |
| 10,991 |
| 212,162 |
| 399,679 | ||||
Other current liabilities |
| (1,150,481) |
| (1,461,535) |
| (1,611,232) |
| (3,198,198) | ||||
Operating lease liabilities | 69,561 | 90,306 | 205,222 |
| 117,312 | |||||||
EBITDA | (14,063,537) | (12,245,065) | (122,253,921) | (11,991,449) | ||||||||
Add: | ||||||||||||
Impairment of oil and natural gas properties |
| 22,237,131 |
| 34,880,071 |
| 158,698,835 |
| 65,828,980 | ||||
Unit-based compensation |
| 2,446,329 |
| 1,809,752 |
| 7,088,114 |
| 5,692,926 | ||||
Loss (gain) on commodity derivative instruments, net of settlements |
| 6,573,098 |
| (1,683,804) |
| 4,496,376 |
| 878,255 | ||||
Cash distribution from affiliate | 210,999 | — | 457,410 | — | ||||||||
Equity income in affiliate | (292,803) | — | (460,360) | — | ||||||||
Consolidated Adjusted EBITDA | 17,111,217 | 22,760,954 | 48,026,454 | 60,408,712 | ||||||||
Adjusted EBITDA attributable to noncontrolling interest | (5,953,129) | (11,348,462) | (17,700,368) | (31,696,443) | ||||||||
Adjusted EBITDA attributable to Kimbell Royalty Partners, LP | $ | 11,158,088 | $ | 11,412,492 | $ | 30,326,086 | $ | 28,712,269 | ||||
Factors Affecting the Comparability of Our Results to Our Historical Results
Our historical financial condition and results of operations may not be comparable, either from period to period or going forward, to our future financial condition and results of operations, for the reasons described below.
Ongoing Acquisition Activities
Acquisitions are an important part of our growth strategy, and we expect to pursue acquisitions of mineral and royalty interests from third parties, affiliates of our Sponsors and the Contributing Parties. As a part of these efforts, we often engage in discussions with potential sellers or other parties regarding the possible purchase of or investment in mineral and royalty interests, including in connection with a dropdown of assets from affiliates of our Sponsors and the Contributing Parties. Such efforts may involve participation by us in processes that have been made public and involve a number of potential buyers or investors, commonly referred to as "auction" processes, as well as situations in which we believe we are the only party or one of a limited number of parties who are in negotiations with the potential seller or other party. These acquisition and investment efforts often involve assets which, if acquired or constructed, could have a material effect on our financial condition and results of operations. Material acquisitions that would impact the comparability of our results for the three and nine months ended September 30, 2020 and 2019 include the acquisition of 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 acquisition of certain mineral and royalty assets from certain affiliates of Buckhorn Resources GP, LLC (the “Buckhorn Acquisition”) and the acquisition of all of the equity interests in Springbok Energy Partners, LLC and Springbok Energy Partners II, LLC (the “Springbok Acquisition”).
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Further, the affiliates of our Sponsors and Contributing Parties have no obligation to sell any assets to us or to accept any offer that we may make for such assets, and we may decide not to acquire such assets even if such parties offer them to us. We may decide to fund any acquisition, including any potential dropdowns, with cash, common units, other equity securities, proceeds from borrowings under our secured revolving credit facility or the issuance of debt securities, or any combination thereof. In addition to acquisitions, we also consider from time to time divestitures that may benefit us and our unitholders.
We typically do not announce a transaction until after we have executed a definitive agreement. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition or investment efforts will be successful or that our strategic asset divestitures will be completed. Although we expect the acquisitions and investments we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized. We will not know the immediate results of any acquisition until after the acquisition closes, and we will not know the long term results for some time thereafter.
Impairment of Oil and Natural Gas Properties
Accounting rules require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our properties. The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment, exceed estimated discounted future net revenues of proved oil and natural gas reserves, the excess capitalized costs are charged to expense. The risk that we will be required to recognize impairments of our oil and natural gas properties increases during periods of low commodity prices. In addition, impairments would occur if we were to experience sufficient downward adjustments to our estimated proved reserves or the present value of estimated future net revenues. An impairment recognized in one period may not be reversed in a subsequent period even if higher oil and natural gas prices increase the cost center ceiling applicable to the subsequent period.
After evaluating certain external factors in the first quarter of 2020, including a significant decline in oil and natural gas prices, as well as longer-term commodity price outlooks, in each case related to reduced demand for oil and natural gas as a result of COVID-19, the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries and other supply factors, we determined that significant drilling uncertainty existed regarding our proved undeveloped (“PUD”) reserves that were included in our total estimated proved reserves as of December 31, 2019, as well as our unevaluated oil and natural gas properties. Specifically, with respect to our PUD reserves (which accounted for approximately 6.1% of total estimated proved reserves as of December 31, 2019), we determined that we did not have reasonable certainty as to the timing of the development of the PUD reserves and, therefore, recorded an impairment on such properties for the three months ended March 31, 2020. We similarly recorded an impairment on the value of our unevaluated oil and natural gas properties for the three months ended March 31, 2020, which primarily were acquired in various acquisitions since our initial public offering. There were no additional impairments to unevaluated properties in the second or third quarters of 2020.
As a result of our full cost ceiling analysis, we recorded an impairment on our oil and natural gas properties of $22.2 million and $158.7 million during the three and nine months ended September 30, 2020, respectively. The impairment can primarily be attributed to the decline in the 12-month average price of oil and natural gas as a result of the continued impact of the external factors mentioned above.
We recorded an impairment on our oil and natural gas properties of $34.9 million and $65.8 million during the three and nine months ended September 30, 2019, respectively, primarily due to a decline in the 12-month average price of oil and natural gas.
As discussed in our Annual Report on Form 10-K for the year ended December 31, 2019, we do not intend to book proved undeveloped reserves going forward. As such, additional impairment charges could be recorded in connection
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with future acquisitions. Further, due to the expected significant decline in the average of the trailing twelve month first-of-month pricing used in the full-cost ceiling test, we expect to record an impairment to our oil and natural gas properties in the fourth quarter of 2020 as a result of the full-cost ceiling limitation. If the expected significant decline in the price of oil, natural gas and NGLs continues through future periods or if prices decrease further in future periods, we may be required to record additional impairments as a result of the full-cost ceiling limitation.
Results of Operations
The table below summarizes our revenue and expenses and production data for the periods indicated (unaudited).
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
Operating Results: | ||||||||||||
Revenue | ||||||||||||
Oil, natural gas and NGL revenues | $ | 24,325,893 | $ | 29,531,138 | $ | 66,686,729 | $ | 80,278,506 | ||||
Lease bonus and other income | 15,916 | 940,898 | 313,844 | 2,313,548 | ||||||||
(Loss) gain on commodity derivative instruments, net | (5,897,646) | 2,506,815 | 193,995 | 270,607 | ||||||||
Total revenues | 18,444,163 | 32,978,851 | 67,194,568 | 82,862,661 | ||||||||
Costs and expenses | ||||||||||||
Production and ad valorem taxes |
| 1,840,607 |
| 2,236,405 |
| 4,916,858 |
| 5,757,742 | ||||
Depreciation and depletion expense |
| 10,704,945 |
| 15,098,107 |
| 36,002,109 |
| 37,690,558 | ||||
Impairment of oil and natural gas properties |
| 22,237,131 |
| 34,880,071 |
| 158,698,835 |
| 65,828,980 | ||||
Marketing and other deductions |
| 2,511,919 |
| 2,332,010 |
| 6,692,850 |
| 5,938,093 | ||||
General and administrative expenses |
| 6,110,846 |
| 5,694,534 |
| 19,500,306 |
| 17,248,399 | ||||
Total costs and expenses |
| 43,405,448 |
| 60,241,127 |
| 225,810,958 |
| 132,463,772 | ||||
Operating loss |
| (24,961,285) |
| (27,262,276) |
| (158,616,390) |
| (49,601,111) | ||||
Other income (expense) | ||||||||||||
Equity income (loss) in affiliate | 292,803 | (80,896) | 460,360 | (80,896) | ||||||||
Interest expense |
| (1,603,006) |
| (1,468,419) |
| (4,689,907) |
| (4,332,633) | ||||
Other expense | (100,000) |
| — |
| (100,000) |
| — | |||||
Net loss before income taxes | (26,371,488) | (28,811,591) | (162,945,937) | (54,014,640) | ||||||||
(Benefit from) provision for income taxes | (694,864) | 102,997 | (694,864) | 610,798 | ||||||||
Net loss | (25,676,624) | (28,914,588) | (162,251,073) | (54,625,438) | ||||||||
Distribution and accretion on Series A preferred units | (1,577,968) | (3,469,584) | (6,232,620) | (10,408,752) | ||||||||
Net loss attributable to noncontrolling interests | 9,482,090 | 16,146,535 | 63,429,454 | 33,398,555 | ||||||||
Distribution on Class B units | (23,141) | (23,414) | (71,089) | (71,042) | ||||||||
Net loss attributable to common units | $ | (17,795,643) | $ | (16,261,051) | $ | (105,125,328) | $ | (31,706,677) | ||||
Production Data: | ||||||||||||
Oil (Bbls) |
| 362,363 |
| 298,907 |
| 1,060,957 |
| 794,471 | ||||
Natural gas (Mcf) |
| 4,601,729 |
| 5,412,002 |
| 13,283,208 |
| 12,778,885 | ||||
Natural gas liquids (Bbls) |
| 173,392 |
| 164,202 |
| 504,066 |
| 418,106 | ||||
Combined volumes (Boe) (6:1) |
| 1,302,710 |
| 1,365,109 |
| 3,778,891 |
| 3,342,391 | ||||
Comparison of the Three Months Ended September 30, 2020 to the Three Months Ended September 30, 2019
Oil, Natural Gas and NGL Revenues
For the three months ended September 30, 2020, our oil, natural gas and NGL revenues were $24.3 million, a decrease of $5.2 million from $29.5 million for the three months ended September 30, 2019. The significant decrease in oil, natural gas and NGL revenues was directly related to the decrease in the average prices we received for oil, natural gas and NGL production for the three months ended September 30, 2020 as discussed below. This decrease was partially offset by an increase in revenue primarily associated with the Springbok Acquisition.
Our revenues are a function of oil, natural gas, and NGL production volumes sold and average prices received for those volumes. The production volumes were 1,302,710 Boe or 14,160 Boe/d, for the three months ended September
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30, 2020, a decrease of 62,399 Boe or 678 Boe/d, from 1,365,109 Boe or 14,838 Boe/d, for the three months ended September 30, 2019. The decrease in production for the three months ended September 30, 2020 was partially offset by an increase in production primarily associated with the Springbok Acquisition, which accounted for 204,380 Boe or 2,222 Boe/d. Our production for the three months ended September 30, 2019 included a non-routine increase in production related to the recognition of unknown upside production associated with the assets acquired in our 2018 acquisition of certain subsidiaries owned by Haymaker Minerals & Royalties, LLC and Haymaker Properties, LP (the “Haymaker Acquisition”), which accounted for 188,882 Boe or 2,053 Boe/d.
Our operators received an average of $38.36 per Bbl of oil, $1.76 per Mcf of natural gas and $13.42 per Bbl of NGL for the volumes sold during the three months ended September 30, 2020 compared to $54.87 per Bbl of oil, $2.05 per Mcf of natural gas and $12.52 per Bbl of NGL for the volumes sold during the three months ended September 30, 2019. The three months ended September 30, 2020 decreased 30.1% or $16.51 per Bbl of oil and 14.1% or $0.29 per Mcf of natural gas as compared to the three months ended September 30, 2019. This change is consistent with prices experienced in the market, specifically when compared to the EIA average price decreases of 27.4% or $15.45 per Bbl of oil and 16.0% or $0.38 per Mcf of natural gas for the comparable periods.
Lease Bonus and Other Income
Lease bonus and other income was $0.02 million for the three months ended September 30, 2020, a decrease of $0.88 million from $0.9 million for the three months ended September 30, 2019. The significant decrease in lease bonus and other income is ultimately a result of the current volatility and uncertainty in the oil and gas market, which has discouraged operators from drilling new wells.
(Loss) Gain on Commodity Derivative Instruments
Loss on commodity derivative instruments for the three months ended September 30, 2020 included $6.6 million of mark-to-market losses and $0.7 million of gains on the settlement of commodity derivative instruments compared to $1.7 million of mark-to-market gains and $0.8 million of gains on the settlement of commodity derivative instruments for the three months ended September 30, 2019. We recorded a mark-to-market loss for the three months ended September 30, 2020 as a result of the increase in strip pricing from the three months ended June 30, 2020 to the three months ended September 30, 2020. The mark-to-market gain recorded for the three months ended September 30, 2019 was due to the decrease in the price of oil and natural gas contracts relative to the fixed-price in our open derivative contracts.
Production and Ad Valorem Taxes
Production and ad valorem taxes for the three months ended September 30, 2020 were $1.8 million, a decrease of $0.4 million from $2.2 million for the three months ended September 30, 2019. The decrease in production and ad valorem taxes was primarily related to the significant decrease in the average prices we received for oil, natural gas and NGL production for the three months ended September 30, 2020.
Depreciation and Depletion Expense
Depreciation and depletion expense for the three months ended September 30, 2020 were $10.7 million, a decrease of $4.4 million from$15.1 million for the three months ended September 30, 2019.
Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of hydrocarbons extracted during such period, calculated on a units-of-production basis. Estimates of proved developed reserves are a major component in the calculation of depletion. Our average depletion rate per barrel was $8.16 for the three months ended September 30, 2020, a decrease of $2.87 per barrel from the $11.03 average depletion rate per barrel for the three months ended September 30, 2019. The decrease in the depletion rate was due to the significant impairment that was recorded during the year ended December 31, 2019 and the six months ended June 30, 2020, which significantly reduced our net capitalized oil and natural gas properties.
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Impairment of Oil, Natural Gas and Natural Gas Liquids Expense
We recorded an impairment expense on our oil and natural gas properties of $22.2 million and $34.9 million during the three months ended September 30, 2020 and 2019, respectively. The impairment recorded during the three months ended September 30, 2020 was due to the recent significant decline in the trailing twelve month average of oil and natural gas prices, related to reduced demand for oil and natural gas as a result of COVID-19, the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries, and other supply factors. The impairment recorded for the three months ended September 30, 2019 was primarily a result of a decline in the 12-month average price of oil and natural gas.
Marketing and Other Deductions
Our marketing and other deductions include product marketing expense, which is a post-production expense. Marketing and other deductions for the three months ended September 30, 2020 were $2.5 million, an increase of $0.2 million from $2.3 million for the three months ended September 30, 2019, which was attributable to the Springbok Acquisition.
General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2020 were $6.1 million, an increase of $0.4 million from $5.7 million for the three months ended September 30, 2019. Included within general and administrative expenses are non-cash expenses for unit-based compensation as a result of the amortization of restricted units that have been issued by us over various periods. The increase in general and administrative expenses was primarily attributable to a $0.6 million increase in unit-based compensation expense, which was partially offset by a $0.2 million decrease in cash general and administrative expenses.
Interest Expense
Interest expense for the three months ended September 30, 2020 was $1.6 million compared to $1.5 million for the three months ended September 30, 2019. The increase in interest expense was primarily due to debt incurred to fund the Springbok Acquisition. The increase in interest expense was partially offset by the repayment of $2.5 million in debt during the three months ended September 30, 2020 and the decline in the weighted average interest rate from 4.57% during the three months ended September 30, 2019 to 2.92% during the three months ended September 30, 2020.
Comparison of the Nine Months Ended September 30, 2020 to the Nine Months Ended September 30, 2019
Oil, Natural Gas and NGL Revenues
For the nine months ended September 30, 2020, our oil, natural gas and NGL revenues were $66.7 million, a decrease of $13.6 million from $80.3 million for the nine months ended September 30, 2019. The significant decrease in oil, natural gas and NGL revenues was directly related to the decrease in the average prices we received for oil, natural gas and NGL production for the nine months ended September 30, 2020 as discussed below. This decrease was partially offset by an increase in production associated with various acquisitions throughout the 2019 and 2020 periods.
Our revenues are a function of oil, natural gas, and NGL production volumes sold and average prices received for those volumes. The production volumes were 3,778,891 Boe or 13,792 Boe/d, for the nine months ended September 30, 2020, an increase of 436,500 Boe or 1,549 Boe/d, from 3,342,391 Boe or 12,243 Boe/d, for the nine months ended September 30, 2019. The increase in production for the nine months ended September 30, 2020 was primarily attributable to production associated with the Springbok Acquisition, which accounted for 375,535 Boe or 2,249 Boe/d. Our production for the nine months ended September 30, 2019 included a non-routine increase in production related to the recognition of unknown upside production associated with the assets acquired in the Haymaker Acquisition, which accounted for 188,882 Boe or 2,053 Boe/d.
Our operators received an average of $36.08 per Bbl of oil, $1.70 per Mcf of natural gas and $11.47 per Bbl of NGL for the volumes sold during the nine months ended September 30, 2020 compared to $54.65 per Bbl of oil, $2.33 per Mcf of natural gas and $16.83 per Bbl of NGL for the volumes sold during the nine months ended September 30, 2019.
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The nine months ended September 30, 2020 decreased 34.0% or $18.57 per Bbl of oil and 27.0% or $0.63 per Mcf of natural gas as compared to the nine months ended September 30, 2019. This change is consistent with prices experienced in the market, specifically when compared to the EIA average price decreases of 33.0% or $18.71 per Bbl of oil and 28.6% or $0.75 per Mcf of natural gas for the comparable periods.
Lease Bonus and Other Income
Lease bonus and other income was $0.3 million for the nine months ended September 30, 2020, a decrease of $2.0 million from $2.3 million for the nine months ended September 30, 2019. The significant decrease in lease bonus and other income is ultimately a result of the current volatility and uncertainty in the oil and gas market, which has discouraged operators from drilling new wells.
(Loss) Gain on Commodity Derivative Instruments
Gain on commodity derivative instruments for the nine months ended September 30, 2020 included $4.5 million of mark-to-market losses and $4.7 million of gains on the settlement of commodity derivative instruments compared to $0.9 million of mark-to-market losses and $1.1 million of gains on the settlement of commodity derivative instruments for the nine months ended September 30, 2019. We recorded a mark-to-market loss for the nine months ended September 30, 2020 as a result of the increase in volumes hedged due to the Springbok Acquisition, offset by the decrease in the price of oil and natural gas contracts relative to the fixed-price in our open derivative contracts. We recorded a mark-to-market loss for the nine months ended September 30, 2019 as a result of the increase in volumes hedged due to the Haymaker Acquisition, partially offset by the decrease in the price of oil and natural gas contracts relative to the fixed-price in our open derivative contracts.
Production and Ad Valorem Taxes
Production and ad valorem taxes for the nine months ended September 30, 2020 were $4.9 million, a decrease of $0.9 million from $5.8 million for the nine months ended September 30, 2019. The decrease in production and ad valorem taxes was primarily related to the significant decrease in the average prices we received for oil, natural gas and NGL production for the nine months ended September 30, 2020.
Depreciation and Depletion Expense
Depreciation and depletion expense for the nine months ended September 30, 2020 was $36.0 million, a decrease of $1.7 million from $37.7 million for the nine months ended September 30, 2019. The decrease in the depreciation and depletion expense was partially offset by the acquisition of various mineral and royalty interests in Oklahoma, the Buckhorn Acquisition, and the Springbok Acquisition which together added approximately $160.9 million of depletable costs to the full-cost pool.
Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of hydrocarbons extracted during such period, calculated on a units-of-production basis. Estimates of proved developed reserves are a major component in the calculation of depletion. Our average depletion rate per barrel was $9.47 for the nine months ended September 30, 2020, a decrease of $1.79 per barrel from the $11.26 average depletion rate per barrel for the nine months ended September 30, 2019. The decrease in the depletion rate was due to the significant impairment that was recorded during the year ended December 31, 2019 and the six months ended June 30, 2020, which significantly reduced our net capitalized oil and natural gas properties.
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Impairment of Oil, Natural Gas and Natural Gas Liquids Expense
We recorded an impairment expense on our oil and natural gas properties of $158.7 million and $65.8 million during the nine months ended September 30, 2020 and 2019, respectively. The impairment recorded during the nine months ended September 30, 2020 included an impairment due to the reduction in our PUD reserves, impairment of our unevaluated oil and natural gas properties in the first quarter of 2020 and impairments on our oil and natural gas properties as the result of the continued decline in the 12-month average price of oil and natural gas, in each case as further described under “—Factors Affecting the Comparability of Our Results to Our Historical Results—Impairment of Oil and Natural Gas Properties.”
The impairment recorded for the nine months ended September 30, 2019 was primarily a result of a decline in the 12-month average price of oil and natural gas.
Marketing and Other Deductions
Our marketing and other deductions include product marketing expense, which is a post-production expense. Marketing and other deductions for the nine months ended September 30, 2020 were $6.7 million, an increase of $0.8 million from $5.9 million for the nine months ended September 30, 2019. The increase in marketing and other deductions was primarily attributable to the Springbok Acquisition.
General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 2020 were $19.5 million, an increase of $2.3 million from $17.2 million for the nine months ended September 30, 2019. Included within general and administrative expenses are non-cash expenses for unit-based compensation as a result of the amortization of restricted units that have been issued by us over various periods. The increase in general and administrative expenses was primarily attributable to a $1.4 million increase in unit-based compensation expense and cash general and administrative expenses resulting from increases in salaries and wages and our costs associated with company growth.
Interest Expense
Interest expense for the nine months ended September 30, 2020 was $4.7 million compared to $4.3 million for the nine months ended September 30, 2019. The increase in interest expense was primarily due to debt incurred to fund the partial redemption of the Series A preferred units and the Springbok Acquisition, which was partially offset by the repayment of $87.5 million in debt during the nine months ended September 30, 2020 and the decline in the weighted average interest rate from 4.68% during the nine months ended September 30, 2019 to 3.38% during the nine months ended September 30, 2020.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are cash flows from operations and equity and debt financings and our primary uses of cash are for distributions to our unitholders and for growth capital expenditures, including the acquisition of mineral and royalty interests in oil and natural gas properties. Total commitments under our secured revolving credit facility are set at $225.0 million and the borrowing base is set at $300.0 million. The secured revolving credit facility permits aggregate commitments under the secured revolving credit facility to be increased to up to $500.0 million, subject to the limitations of our borrowing base and the satisfaction of certain conditions and the procurement of additional commitments from new or existing lenders, to be used for general partnership purposes, including working capital and acquisitions, among other things. As of October 30, 2020, we had an outstanding balance of $169.8 million under our secured revolving credit facility.
Cash Distribution Policy
The limited liability company agreement of the Operating Company requires it to distribute all of its cash on hand at the end of each quarter in an amount equal to its available cash for such quarter. In turn, our partnership agreement
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requires us to distribute all of our cash on hand at the end of each quarter in an amount equal to our available cash for such quarter. Available cash for each quarter will be determined by the Board of Directors following the end of such quarter. “Available cash,” as used in this context, is defined in the limited liability company agreement of the Operating Company and our partnership agreement. We expect that the Operating Company’s available cash for each quarter will generally equal its Adjusted EBITDA for the quarter, less cash needed for debt service and other contractual obligations and fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate, and we expect that our available cash for each quarter will generally equal our Adjusted EBITDA for the quarter (and will be our proportional share of the available cash distributed by the Operating Company for that quarter), less cash needs for debt service and other contractual obligations and fixed charges, tax obligations and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.
In light of the unprecedented global economic impact resulting from the COVID-19 pandemic, the related impact to the United States oil and natural gas markets and the potential for further curtailments of production, during its determination of “available cash” for the third quarter of 2020, the Board of Directors approved the allocation of 25% of our cash available for distribution for the third quarter of 2020 for the repayment of $3.7 million in outstanding borrowings under our secured revolving credit facility. With respect to future quarters, the Board of Directors may continue to allocate cash generated by our business to the repayment of outstanding borrowings under our secured revolving credit facility or in other manners in which the Board of Directors determines to be appropriate at the time, and the Board of Directors may further change its policy with respect to cash distributions in the future.
We do not currently maintain a material reserve of cash for the purpose of maintaining stability or growth in our quarterly distribution, nor do we intend to incur debt to pay quarterly distributions, although the Board of Directors may change this policy.
It is our intent, subject to market conditions, to finance acquisitions of mineral and royalty interests that increase our asset base largely through external sources, such as borrowings under our secured revolving credit facility and the issuance of equity and debt securities. For example, we financed the Phillips Acquisition with equity consideration of 9,400,000 OpCo common units and an equal number of Class B units, the Buckhorn Acquisition with equity consideration of 2,169,348 OpCo common units and an equal number of Class B units, and the Springbok Acquisition with a combination of cash consideration funded with borrowings of approximately $95.0 million under our secured revolving credit facility and equity consideration of 2,224,358 common units and 2,497,134 OpCo common units and an equal number of Class B units. The Board of Directors may choose to reserve a portion of cash generated from operations to finance such acquisitions as well. We do not currently intend to (i) maintain excess distribution coverage for the purpose of maintaining stability or growth in our quarterly distribution, (ii) otherwise reserve cash for distributions or (iii) incur debt to pay quarterly distributions, although the Board of Directors may do so if they believe it is warranted.
On November 4, 2020, we paid a quarterly cash distribution on the Series A preferred units of approximately $1.0 million for the quarter ended September 30, 2020.
On November 4, 2020, we paid a quarterly cash distribution to each Class B unitholder equal to 2.0% of such unitholder’s respective Class B Contribution, resulting in a total quarterly distribution of $20,780 for the quarter ended September 30, 2020.
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On October 23, 2020, the Board of Directors declared a quarterly cash distribution of $0.19 per common unit for the quarter ended September 30, 2020. The distribution will be paid on November 9, 2020 to common unitholders and OpCo common unitholders of record as of the close of business on November 2, 2020.
Cash Flows
The table below presents our cash flows for the periods indicated.
Nine Months Ended September 30, | ||||||
2020 |
| 2019 | ||||
Cash Flow Data: | ||||||
Net cash provided by operating activities | $ | 47,924,350 | $ | 63,979,961 | ||
Net cash used in investing activities |
| (88,833,570) |
| (5,974,089) | ||
Net cash provided by (used in) financing activities |
| 39,052,659 |
| (53,481,877) | ||
Net (decrease) increase in cash and cash equivalents | $ | (1,856,561) | $ | 4,523,995 | ||
Operating Activities
Our operating cash flow is impacted by many variables, the most significant of which are changes in oil, natural gas and NGL production volumes due to acquisitions or other external factors and changes in prices for oil, natural gas and NGLs. Prices for these commodities are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. Cash flows provided by operating activities for the nine months ended September 30, 2020 were $47.9 million, a decrease of $16.1 million compared to $64.0 million for the nine months ended September 30, 2019. The decrease in cash flows provided by operating activities was primarily attributable to the decrease in the average prices we received for oil, natural gas and NGL production for the nine months ended September 30, 2020.
Investing Activities
Cash flows used in investing activities for the nine months ended September 30, 2020 increased by $82.9 million compared to the nine months ended September 30, 2019. For the nine months ended September 30, 2020, we used $87.5 million primarily to fund the Springbok Acquisition and $1.8 million to fund the capital commitments of the Joint Venture, partially offset by a $0.5 million cash distribution received in connection with the Joint Venture during the period. For the nine months ended September 30, 2019, we used $3.0 million to fund the capital commitments of the Joint Venture, $1.2 million to fund the Phillips Acquisition, $1.0 million to fund the deposit in connection with the acquisition of various mineral and royalty interests in Oklahoma and $0.8 million to fund the remodel of our office space.
Financing Activities
Cash flows provided by financing activities were $39.1 million for the nine months ended September 30, 2020 compared to $53.5 million in cash flows used in financing activities for the nine months ended September 30, 2019. Cash flows provided by financing activities for the nine months ended September 30, 2020 consists of $157.1 million of additional borrowings under our secured revolving credit facility and $73.6 million in proceeds from the 2020 Equity Offering. Cash flows provided by financing activities for the nine months ended September 30, 2020 were partially offset by $87.5 million used to repay borrowings under our secured revolving credit facility, $61.1 million to fund the redemption of Series A preferred units, $42.6 million of distributions paid to holders of common units and OpCo common units, Series A preferred units and Class B units and $0.4 million paid in connection with the redemption of Class B units. Cash flows used in financing activities for the nine months ended September 30, 2019 primarily consists of $57.0 million of distributions paid to holders of common units and OpCo common units, Series A Preferred Units and Class B Units and $0.7 million of issuance costs paid on Series A Preferred Units, partially offset by $4.0 million of additional borrowings under our secured revolving credit facility and $0.5 million in contributions from our Class B unitholders.
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Capital Expenditures
During the nine months ended September 30, 2020, we paid approximately $87.5 million primarily in connection with the Springbok Acquisition. During the nine months ended September 30, 2019, we paid approximately $1.2 million in connection with the Phillips Acquisition and a $1.0 million deposit in connection with the acquisition of various mineral and royalty interests in Oklahoma.
Indebtedness
We maintain a secured revolving credit facility that is secured by substantially all of our assets, the Operating Company’s assets and the assets of our and the Operating Company’s wholly owned subsidiaries. Availability under our secured revolving credit facility equals the lesser of the aggregate maximum commitments of the lenders and the borrowing base. Total commitments under our secured revolving credit facility are set at $225.0 million and the borrowing base is set at $300.0 million. The secured revolving credit facility permits aggregate commitments under our secured revolving credit facility to be increased to up to $500.0 million, subject to the limitations of our borrowing base and the satisfaction of certain conditions and the procurement of additional commitments from new or existing lenders. The borrowing base will be redetermined semiannually on or about May 1 and November 1 of each year based on the value of our and the Operating Company’s oil and natural gas properties and the oil and natural gas properties of our and the Operating Company’s wholly owned subsidiaries. In connection with the May 1, 2020 redetermination under the secured revolving credit facility, the borrowing base was reaffirmed at $300.0 million and total commitments remained at $225.0 million. The borrowing base was reaffirmed in May, in part, because the assets acquired in the Springbok Acquisition provided support to our existing, pre-acquisition borrowing base. The November borrowing base redetermination is currently being conducted and is expected to be finalized by the end of November 2020. In connection with any future redetermination, it is possible that the borrowing base will be reduced as a result of a decrease in the value of the assets underlying the borrowing base in connection with a sustained decrease in oil and natural gas prices. Even in the event that our borrowing base is reduced and assuming that the aggregate maximum commitments of the lenders under the secured revolving credit facility do not change, until such reduction or series of reductions in the aggregate is greater than $75.0 million, our ability to borrow would not be impacted because until that point the borrowing base would exceed the current commitments under the secured revolving credit facility. The secured revolving credit facility matures on February 8, 2022. We intend to request from our lenders an amendment to extend the term of the secured revolving credit facility beyond the current maturity date prior to March 31, 2021.
The secured revolving credit facility contains various affirmative, negative and financial maintenance covenants. These covenants limit our ability to, among other things, incur or guarantee additional debt, make distributions on, or redeem or repurchase, common units, make certain investments and acquisitions, incur certain liens or permit them to exist, enter into certain types of transactions with affiliates, merge or consolidate with another company and transfer, sell or otherwise dispose of assets. The secured revolving credit facility also contains covenants requiring us to maintain the following financial ratios or to reduce our indebtedness if we are unable to comply with such ratios: (i) a Debt to EBITDAX Ratio (as more fully defined in the secured revolving credit facility) of not more than 4.0 to 1.0; and (ii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0. The secured revolving credit facility also contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. As of September 30, 2020, we had outstanding borrowings of $169.7 million under the secured revolving credit facility and $55.3 million of available capacity (or approximately $130.3 million if aggregate commitments were equal to our current borrowing base). We were in compliance with all covenants included in the secured revolving credit facility as of September 30, 2020.
For additional information on our secured revolving credit facility, please read Note 8―Long-Term Debt to the unaudited condensed consolidated financial statements included in this Quarterly Report.
New and Revised Financial Accounting Standards
The effects of new accounting pronouncements are discussed in Note 2—Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
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Critical Accounting Policies and Related Estimates
There have been no substantial changes to our critical accounting policies and related estimates from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.
Contractual Obligations and Off-Balance Sheet Arrangements
There have been no significant changes to our contractual obligations previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. As of September 30, 2020, we did not have any off-balance sheet arrangements other than operating leases. See Note 7—Leases to the unaudited condensed consolidated financial statements for additional information regarding our operating leases.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
Our major market risk exposure is in the pricing applicable to the oil, natural gas and NGL production of our operators. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil, natural gas and NGL production has been volatile and unpredictable for several years, and we expect commodity prices to be even more volatile in the future as a result of COVID-19, ongoing international supply and demand imbalances and limited international storage capacity. The prices that our operators receive for production depend on many factors outside of our or their control. To reduce the impact of fluctuations in oil and natural gas prices on our revenues, we entered into commodity derivative contracts to reduce our exposure to price volatility of oil and natural gas. The counterparty to the contracts is an unrelated third party.
Our commodity derivative contracts consist of fixed price swaps, under which we receive a fixed price for the contract and pay a floating market price to the counterparty over a specified period for a contracted volume.
Our oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and our natural gas fixed price swap transactions are settled based upon the last day settlement of the first nearby month futures contract of the contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month.
Because we have not designated any of our derivative contracts as hedges for accounting purposes, changes in fair values of our derivative contracts will be recognized as gains and losses in current period earnings. As a result, our current period earnings may be significantly affected by changes in the fair value of our commodity derivative contracts. Changes in fair value are principally measured based on future prices as of period-end compared to the contract price. See Note 4—Derivatives to the unaudited condensed consolidated financial statements for additional information regarding our commodity derivatives.
Counterparty and Customer Credit Risk
Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. While we do not require our counterparties to our derivative contracts to post collateral, we do evaluate the credit standing of such counterparties as we deem appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. As of September 30, 2020, we had one counterparty to our derivative contracts, which is also one of the lenders under our secured revolving credit facility.
As an owner of mineral and royalty interests, we have no control over the volumes or method of sale of oil, natural gas and NGLs produced and sold from the underlying properties. It is believed that the loss of any single purchaser would not have a material adverse effect on our results of operations.
Interest Rate Risk
We will have exposure to changes in interest rates on our indebtedness. As of September 30, 2020, we had total borrowings outstanding under our secured revolving credit facility of $169.7 million. The impact of a 1% increase in the
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interest rate on this amount of debt would result in an increase in interest expense of approximately $1.7 million annually, assuming that our indebtedness remained constant throughout the year. We do not currently have any interest rate hedges in place.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of management of our general partner, including our general partner’s principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our general partner’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission. Based upon that evaluation, our general partner’s principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2020.
Remediation of Material Weakness
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, we identified a material weakness in our internal control over financial reporting during the preparation of such report. We lacked sufficient oversight of our full cost ceiling calculation, which is a component of our financial reporting requirements. During the second quarter of 2020, we completed the implementation of the procedures and controls to remediate this material weakness, which consisted of installing redundant levels of internal review of the full cost ceiling calculation prior to review by our independent registered public accounting firm.
In addition, during the second quarter of 2020, we completed our testing of effectiveness of the implemented procedures and controls and found them to be effective. As a result, we concluded that the material weakness had been remediated as of June 30, 2020.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
For a description of the Partnership’s legal proceedings, see Note 16—Commitments and Contingencies to the unaudited condensed consolidated financial statements, which is incorporated by reference herein.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks under the heading “Risk Factors” in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, which risk factors could also be affected by the potential effects of the outbreak of COVID-19 discussed below. These risks are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition or results of operations.
The ongoing COVID-19 outbreak and the related impact on oil and natural gas prices have adversely affected, and could continue to adversely affect, our business, financial condition and results of operations.
The ongoing COVID-19 outbreak, which the WHO declared a pandemic and the United States Government declared a national emergency in March 2020, has reached more than 200 countries and has continued to be a rapidly evolving situation. The pandemic has resulted in widespread adverse impacts on the global economy and financial markets, including record economic contraction in the United States, and we and our third-party operators and other parties with whom we have business relations have experienced disrupted business operations as a result. For example, in mid-March, we had to limit access to our administrative offices and took certain other precautionary measures intended to help minimize the risk to our employees, our business and our community. Beginning in mid-May, we opened our offices to employees on a voluntary basis, with employees having the option to work from the office or from home. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. While shelter-in-place restrictions subsided in the third quarter of 2020, the possibility of future restrictions remains as certain jurisdictions have begun re-opening only to face increases in new COVID-19 cases. In addition, our employees have the option to work remotely, which could increase the risk of security breaches or other cyber-incidents or attacks, loss of data, fraud and other disruptions.
The impact of the pandemic, including the resulting significant reduction in global demand for oil and, to a lesser extent natural gas, coupled with the sharp decline in oil prices following the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries, has led to significant global economic contraction generally and in our industry in particular. Although OPEC finalized an agreement in April 2020 to cut oil production by 9.7 million barrels per day during May and June 2020, and agreed in June 2020 to extend such production cuts until the end of July 2020, crude oil prices have remained depressed as a result of an increasingly utilized global storage network and the decrease in crude oil demand due to COVID-19. Oil and natural gas prices are expected to continue to be volatile as a result of these events and the ongoing COVID-19 outbreak, and as changes in oil and natural gas inventories, industry demand and economic performance are reported. The current price environment has caused some of our operators’ wells to become uneconomic, which has resulted, and may result in the future, in suspension of production from those wells or a significant reduction in, or no royalty revenues from, existing production. Some operators may also attempt to shut in producing wells and avoid lease termination or payment of shut-in royalties by claiming force majeure, if provided for in the applicable lease. The curtailment of production or the shut-in of wells as a result of the ongoing COVID-19 outbreak and the drop in oil prices are both outside of our control, and the materialization of either circumstance could have a significant impact on our result of operations. For example, in April 2020, we received notices from two operators regarding well shut-ins and curtailments of production on properties in which we own an interest. The properties were primarily located in the Eagle Ford Shale, and the production attributable to such properties on a Boe/d basis (6:1) represented approximately one percent of our total production for the first quarter of 2020. We received subsequent notice that the curtailment on all Eagle Ford Shale production has ceased and production resumed, effective September 1, 2020. We also received notifications of well shut-ins and curtailment in the second quarter of 2020
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from additional operators, and the production attributable to such properties on a Boe/d basis (6:1) accounted for less than one percent of our total production for the second quarter of 2020. We expect we will receive additional notices regarding well shut-ins and curtailments of production from our operators as depressed prices for oil and natural gas resulting from the COVID-19 outbreak, reductions in global demand and storage capacity issues continue.
Due to the recent significant decline in oil and natural gas prices, as well as longer-term commodity price outlooks, in each case related to reduced demand for oil and natural gas as a result of COVID-19, the announcement of price reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries, and other supply factors, we recorded an impairment on our oil and natural gas properties of $22.2 million and $158.7 million for the three and nine months ended September 30, 2020, respectively. Due to the expected significant decline in the average of the trailing twelve month first-of-month pricing used in the full-cost ceiling test, we expect to record an impairment to our oil and natural gas properties in the fourth quarter of 2020 as a result of the full-cost ceiling limitation. If the expected significant decline in the price of oil, natural gas and NGLs continues through future periods or if prices decrease further in future periods, we may be required to record additional impairments as a result of the full-cost ceiling limitation.
In addition, it is possible that the borrowing base of our secured revolving credit facility will be reduced in the future as a result of a decrease in the value of the assets underlying the borrowing base in connection with a sustained decrease in oil and natural gas prices.
During the Board of Director’s determination of “available cash” for the third quarter of 2020, the Board of Directors approved the allocation of 25% of our cash available for distribution for the third quarter of 2020 for the repayment of $3.7 million in outstanding borrowings under our secured revolving credit facility. With respect to future quarters, the Board of Directors may continue to allocate cash generated by our business to the repayment of outstanding borrowings under our secured revolving credit facility or in other manners in which the Board of Directors determines to be appropriate at the time, and the Board of Directors may further change its policy with respect to cash distributions in the future.
To the extent that access to the capital and other financial markets is adversely affected by the effects of COVID-19 and energy prices generally, we may need to consider alternative sources of funding for our future acquisitions, which may increase our cost of, as well as adversely impact our access to, capital or otherwise impact our ability to complete acquisitions. We cannot predict the full impact that COVID-19 or the significant disruption and volatility currently being experienced in the oil and natural gas markets will have on our business, cash flows, liquidity, financial condition and results of operations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments beyond our control, which are highly uncertain and cannot be predicted, including, among others, the ultimate geographic spread of the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the development and availability of effective treatments and vaccines, the duration of the outbreak, future actions taken by members of OPEC and other foreign oil-exporting countries, actions taken by governmental authorities, third-party operators and other third parties and the timing and extent to which normal economic and operating conditions resume.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On September 8, 2020, we issued 863,120 common units to Haymaker Management, LLC in exchange for 863,120 OpCo Common Units and an equal number of Class B Units pursuant to the terms of the Exchange Agreement, dated as of September 23, 2018 (the “Exchange Agreement”), by and among Haymaker Minerals & Royalties, LLC, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, the Kimbell Art Foundation, us, the General Partner, the Operating Company and the other holders of OpCo Common Units and Class B Units from time to time party thereto.
On September 21, 2020, we issued 1,498,280 common units to Springbok Energy Partners II Holdings, LLC in exchange for 1,498,280 OpCo Common Units and an equal number of Class B Units pursuant to the terms of the Exchange Agreement.
The issuance of each of the foregoing securities was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act.
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Item 6. Exhibits
Exhibit |
| Description |
3.1 | — | |
3.2 | — | |
3.3 | — | |
3.4 | — | |
3.5 | — | |
31.1* | — | |
31.2* | — | |
32.1** | — | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
32.2** | — | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
101.INS* | — | Inline XBRL Instance Document —the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH* | — | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | — | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | — | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | — | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | — | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | —filed herewith |
** | —furnished herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Kimbell Royalty Partners, LP | |||
By: | Kimbell Royalty GP, LLC | |||
its general partner | ||||
Date: November 5, 2020 | By: | /s/ Robert D. Ravnaas | ||
Name: | Robert D. Ravnaas | |||
Title: | Chief Executive Officer and Chairman | |||
Principal Executive Officer | ||||
Date: November 5, 2020 |
| By: | /s/ R. Davis Ravnaas | |
Name: | R. Davis Ravnaas | |||
Title: | President and Chief Financial Officer | |||
Principal Financial Officer | ||||
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