UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | ||||||||
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended March 31, 2024
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period _______________ to _______________
Commission File Number: 001-37362
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||
| (Registrant’s telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each 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. Yes ☒ No ☐
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| ☒ | Accelerated filer | ☐ | |||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
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 Act). Yes ☐ No ☒
As of May 3, 2024, there were 210,702,620 common units and 14,711,219 Series B cumulative convertible preferred units of the registrant outstanding.
TABLE OF CONTENTS
| Page | ||||||||
ii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
| March 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Commodity derivative assets | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| TOTAL CURRENT ASSETS | |||||||||||
| PROPERTY AND EQUIPMENT | |||||||||||
Oil and natural gas properties, at cost, using the successful efforts method of accounting, includes unproved properties of $ | |||||||||||
| Accumulated depreciation, depletion, amortization, and impairment | ( | ( | |||||||||
| Oil and natural gas properties, net | |||||||||||
Other property and equipment, net of accumulated depreciation of $ | |||||||||||
| NET PROPERTY AND EQUIPMENT | |||||||||||
| DEFERRED CHARGES AND OTHER LONG-TERM ASSETS | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY, AND EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Commodity derivative liabilities | |||||||||||
| Other current liabilities | |||||||||||
| TOTAL CURRENT LIABILITIES | |||||||||||
| LONG–TERM LIABILITIES | |||||||||||
| Accrued incentive compensation | |||||||||||
| Commodity derivative liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Other long-term liabilities | |||||||||||
| TOTAL LIABILITIES | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 7) | |||||||||||
| MEZZANINE EQUITY | |||||||||||
Partners' equity – Series B cumulative convertible preferred units, | |||||||||||
| EQUITY | |||||||||||
| Partners' equity – general partner interest | |||||||||||
Partners' equity – common units, | |||||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per unit amounts)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| REVENUE | |||||||||||
| Oil and condensate sales | $ | $ | |||||||||
| Natural gas and natural gas liquids sales | |||||||||||
| Lease bonus and other income | |||||||||||
| Revenue from contracts with customers | |||||||||||
| Gain (loss) on commodity derivative instruments | ( | ||||||||||
| TOTAL REVENUE | |||||||||||
| OPERATING (INCOME) EXPENSE | |||||||||||
| Lease operating expense | |||||||||||
| Production costs and ad valorem taxes | |||||||||||
| Exploration expense | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| General and administrative | |||||||||||
| Accretion of asset retirement obligations | |||||||||||
| TOTAL OPERATING EXPENSE | |||||||||||
| INCOME (LOSS) FROM OPERATIONS | |||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||
| Interest and investment income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income (expense) | ( | ( | |||||||||
| TOTAL OTHER EXPENSE | ( | ( | |||||||||
| NET INCOME (LOSS) | |||||||||||
| Distributions on Series B cumulative convertible preferred units | ( | ( | |||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS | $ | $ | |||||||||
| ALLOCATION OF NET INCOME (LOSS): | |||||||||||
| General partner interest | $ | $ | |||||||||
| Common units | |||||||||||
| $ | $ | ||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT: | |||||||||||
| Per common unit (basic) | $ | $ | |||||||||
| Per common unit (diluted) | $ | $ | |||||||||
| WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | |||||||||||
| Weighted average common units outstanding (basic) | |||||||||||
| Weighted average common units outstanding (diluted) | |||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands)
| Common units | Partners' equity | ||||||||||
| BALANCE AT DECEMBER 31, 2023 | $ | ||||||||||
| Repurchases of common units | ( | ( | |||||||||
| Restricted units granted, net of forfeitures | — | ||||||||||
| Equity–based compensation | — | ||||||||||
| Distributions | — | ( | |||||||||
| Charges to partners' equity for accrued distribution equivalent rights | — | ( | |||||||||
| Distributions on Series B cumulative convertible preferred units | — | ( | |||||||||
| Net income (loss) | — | ||||||||||
| BALANCE AT MARCH 31, 2024 | $ | ||||||||||
| Common units | Partners' equity | ||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | ||||||||||
| Repurchases of common units | ( | ( | |||||||||
| Restricted units granted, net of forfeitures | — | ||||||||||
| Equity–based compensation | — | ||||||||||
| Distributions | — | ( | |||||||||
| Charges to partners' equity for accrued distribution equivalent rights | — | ( | |||||||||
| Distributions on Series B cumulative convertible preferred units | — | ( | |||||||||
| Net income (loss) | — | ||||||||||
| BALANCE AT MARCH 31, 2023 | $ | ||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| Accretion of asset retirement obligations | |||||||||||
| Amortization of deferred charges | |||||||||||
| (Gain) loss on commodity derivative instruments | ( | ||||||||||
| Net cash (paid) received on settlement of commodity derivative instruments | |||||||||||
| Equity-based compensation | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable, accrued liabilities, and other | ( | ( | |||||||||
| Settlement of asset retirement obligations | ( | ( | |||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Acquisitions of oil and natural gas properties | ( | ||||||||||
| Additions to oil and natural gas properties | ( | ( | |||||||||
| Additions to oil and natural gas properties leasehold costs | ( | ||||||||||
| Purchases of other property and equipment | ( | ( | |||||||||
| Proceeds from the sale of oil and natural gas properties | |||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Distributions to common unitholders | ( | ( | |||||||||
| Distributions to Series B cumulative convertible preferred unitholders | ( | ( | |||||||||
| Repurchases of common units | ( | ( | |||||||||
| Borrowings under credit facility | |||||||||||
| Repayments under credit facility | ( | ( | |||||||||
| Debt issuance costs and other | ( | ( | |||||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ( | |||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ||||||||||
| CASH AND CASH EQUIVALENTS – beginning of the period | |||||||||||
| CASH AND CASH EQUIVALENTS – end of the period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE | |||||||||||
| Interest paid | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BUSINESS AND BASIS OF PRESENTATION
Description of the Business
Black Stone Minerals, L.P. (“BSM” or the “Partnership”) is a publicly traded Delaware limited partnership that owns oil and natural gas mineral interests, which make up the vast majority of the asset base. The Partnership's assets also include nonparticipating royalty interests and overriding royalty interests. These interests, which are substantially non-cost-bearing, are collectively referred to as “mineral and royalty interests.” The Partnership’s mineral and royalty interests are located in 41 states in the continental United States ("U.S."), including all of the major onshore producing basins. The Partnership also owns non-operated working interests in certain oil and natural gas properties. The Partnership's common units trade on the New York Stock Exchange under the symbol "BSM."
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Partnership’s consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report on Form 10-K").
The unaudited interim consolidated financial statements include the consolidated results of the Partnership. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year.
In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated.
The Partnership evaluates the significant terms of its investments to determine the method of accounting to be applied to each respective investment. Investments in which the Partnership has less than a 20 % ownership interest and does not have control or exercise significant influence are accounted for using fair value or cost minus impairment if fair value is not readily determinable. Investments in which the Partnership exercises control are consolidated, and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Partnership, are presented as a separate component of net income (loss) and equity in the accompanying unaudited interim consolidated financial statements.
The unaudited interim consolidated financial statements include undivided interests in oil and natural gas property rights. The Partnership accounts for its share of oil and natural gas property rights by reporting its proportionate share of assets, liabilities, revenues, costs, and cash flows within the relevant lines on the accompanying unaudited interim consolidated balance sheets, statements of operations, and statements of cash flows.
Segment Reporting
The Partnership operates in a single operating and reportable 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 executive officer has been determined to be the chief operating decision maker and allocates resources and assesses performance based upon financial information at the consolidated level.
5
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Significant accounting policies are disclosed in the Partnership’s 2023 Annual Report on Form 10-K. There have been no changes in such policies or the application of such policies during the three months ended March 31, 2024.
Accounts Receivable
The following table presents information about the Partnership's accounts receivable:
| March 31, 2024 | December 31, 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Accounts receivable: | ||||||||||||||
| Revenues from contracts with customers | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Total accounts receivable | $ | $ | ||||||||||||
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments provide new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Partnership does not plan to early adopt and expects the new guidance will not have a material impact on the Partnership's consolidated financial statements and related disclosures.
NOTE 3 - OIL AND NATURAL GAS PROPERTIES
Divestitures
The Partnership had no material divestiture activity during 2023 or the three months ended March 31, 2024.
Acquisitions
Acquisitions of proved oil and natural gas properties and working interests are generally considered business combinations and are recorded at their estimated fair value as of the acquisition date. Acquisitions that consist of all or substantially all unproved oil and natural gas properties are generally considered asset acquisitions and are recorded at cost.
In the first quarter of 2024, the Partnership acquired mineral and royalty interests that consisted of substantially all unproved oil and natural gas properties from various sellers for cash consideration of $23.0 million, including capitalized direct transaction costs. These acquisitions were considered asset acquisitions, were primarily located in the Gulf Coast land region, and were funded with cash from operating activities.
During the year ended December 31, 2023, the Partnership acquired mineral and royalty interests that consisted of unproved oil and natural gas properties from various sellers for cash consideration of $14.6 million, including capitalized direct transaction costs. These acquisitions were considered asset acquisitions, were primarily located in the Gulf Coast land region, and were funded with cash from operating activities.
Farmout Agreements
The Partnership has entered into farmout arrangements designed to reduce its working interest capital expenditures and thereby significantly lowering its capital spending other than for mineral and royalty interest acquisitions. Under these agreements, the Partnership conveyed its rights to participate in certain non-operated working interest opportunities to external
6
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
capital providers while retaining value from these interests in the form of additional royalty income or retained economic interests.
San Augustine Farmout
In May 2021, BSM and Aethon Energy ("Aethon") entered into an agreement to develop certain portions of the Partnership's undeveloped acreage in San Augustine County, Texas. The agreement provides for minimum well commitments by Aethon in exchange for reduced royalty rates and exclusive access to BSM's mineral and leasehold acreage in the contract area. The agreement calls for a minimum of five wells to be drilled in the initial program year, which began in the third quarter of 2021, 10 wells to be drilled in the second and third program years, and, thereafter, a minimum of 12 wells per year beginning with the fourth program year. The Partnership's development agreement with Aethon and related drilling commitments covering its San Augustine County acreage is independent of the development agreement and associated commitments covering Angelina County discussed below.
In May 2021, the Partnership entered into a farmout agreement (the "Canaan Farmout") with Canaan and in December 2021, the Partnership entered into a farmout agreement (the "Azul Farmout") with Azul-SA, LLC ("Azul"). In April 2022, the Partnership amended the Canaan Farmout and entered into a farmout agreement (the "JWM Farmout") with JWM Oil & Gas LLC ("JWM"). These agreements cover all of the Partnership's share of working interests under active development by Aethon in San Augustine County, Texas and continue for a 10 year period, unless earlier terminated in accordance with the terms of the agreements. Canaan, Azul, and JWM will each earn a percentage of the Partnership's working interest in wells drilled and operated by Aethon within the contract area subject to the agreements. Canaan, Azul, and JWM are obligated to fund the development of wells drilled by Aethon in the initial program year, and thereafter, have certain rights and options to continue funding the Partnership's working interest for the duration of each farmout agreement. The Partnership will receive an overriding royalty interest ("ORRI") before payout and an increased ORRI after payout on all wells drilled under the farmout agreements. As of March 31, 2024, 20 wells have been spud by Aethon in the contract area subject to the Canaan, Azul, and JWM Farmouts.
The following tables present the working interests each farmout partner will earn within the contract area under the San Augustine farmout agreements:
Brent Miller Area
| Farmout Partner | % of Partnership's Working Interest | Maximum % on an 8/8ths basis | ||||||
| Canaan | % | % | ||||||
| Azul | % | % | ||||||
| JWM | % | % | ||||||
| Total | % | % | ||||||
Other Areas
| Farmout Partner | % of Partnership's Working Interest | Maximum % on an 8/8ths basis | ||||||
| Canaan | % | % | ||||||
| Azul | % | % | ||||||
| JWM | % | % | ||||||
| Total | % | % | ||||||
7
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Angelina Farmout
In May 2020, BSM and Aethon entered into an agreement to develop certain portions of the Partnership's undeveloped acreage in Angelina County, Texas. The agreement provides for minimum well commitments by Aethon in exchange for reduced royalty rates and exclusive access to the Partnership's mineral and leasehold acreage in the contract area. The agreement calls for a minimum of four wells to be drilled in the initial program year, which began in the third quarter of 2020, 10 wells to be drilled in the second program year, and, beginning with the third program year, 15 wells per year beginning thereafter.
In November 2020, the Partnership entered into a farmout agreement (the "Pivotal Farmout") with Pivotal. The Pivotal Farmout covers the Partnership's share of working interest under active development by Aethon in Angelina County, Texas and continues until April 2028, unless earlier terminated in accordance to the terms of the agreement. Pivotal will earn 100 % of the Partnership's working interest (ranging from approximately 12.5 % to 25 % on an 8/8ths basis) in wells drilled and operated by Aethon within the contract area subject to the agreement. Pivotal is obligated to fund the development of all wells drilled by Aethon in the initial program year and thereafter, Pivotal has certain rights and options to continue funding the Partnership's working interests for the duration of the Pivotal Farmout. Once Pivotal achieves a specified payout for a designated well group, the Partnership will obtain a majority of the original working interest in such well group. As of March 31, 2024, 45 wells have been spud by Aethon in the contract area subject to the Pivotal Farmout.
Aethon Time-Out
In December 2023, the Partnership received notice that Aethon was exercising the "time-out" provisions under its joint exploration agreements with BSM in Angelina and San Augustine counties in East Texas. When natural gas prices fall below specified thresholds, Aethon may elect to temporarily suspend its drilling obligations for up to nine consecutive months and a maximum of 18 total months in any 48-month period. The current program year under each agreement is paused during the suspension period such that the program year may extend beyond 12 calendar months. Aethon has not previously invoked the time-out provisions under the agreements.
Impairment of Oil and Natural Gas Properties
Proved and unproved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of those properties. When assessing producing properties for impairment, the Partnership compares the expected undiscounted projected future cash flows of the producing properties to the carrying amount of the producing properties to determine recoverability. When the carrying amount exceeds its estimated undiscounted future cash flows, the carrying amount is written down to its fair value, which is measured as the present value of the projected future cash flows of such properties.
NOTE 4 - COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS
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. A fixed-price swap contract between the Partnership and the counterparty specifies a fixed commodity price and a future settlement date. A costless collar contract between the Partnership and the counterparty specifies a floor and a ceiling commodity price and a future settlement date. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty. The Partnership does not enter into derivative instruments for speculative purposes.
8
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2024, the Partnership’s open derivative contracts consisted of fixed-price swap contracts. The Partnership has not designated any of its contracts as fair value or cash flow hedges. Accordingly, the changes in the fair value of the contracts are included in the consolidated statement of operations in the period of the change. All derivative gains and losses from the Partnership’s derivative contracts have been recognized in revenue in the Partnership's accompanying consolidated statements of operations. Derivative instruments that have not yet been settled in cash are reflected as either derivative assets or liabilities in the Partnership’s accompanying consolidated balance sheets as of March 31, 2024 and December 31, 2023. See "Note 5 - Fair Value Measurements" for additional information.
The Partnership's derivative contracts expose it to credit risk in the event of nonperformance by counterparties that may adversely impact the fair value of the Partnership's commodity derivative assets. While the Partnership does not require its derivative contract counterparties to post collateral, the Partnership does evaluate the credit standing of such counterparties as deemed appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. As of March 31, 2024, the Partnership had seven counterparties, all of which are rated Baa2 or better by Moody’s and are lenders under the Credit Facility.
The tables below summarize the fair values and classifications of the Partnership’s derivative instruments, as well as the gross recognized derivative assets, liabilities, and amounts offset in the consolidated balance sheets as of each date:
| March 31, 2024 | ||||||||||||||||||||||||||
| Classification | Balance Sheet Location | Gross Fair Value | Effect of Counterparty Netting | Net Carrying Value on Balance Sheet | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Current asset | Commodity derivative assets | $ | $ | ( | $ | |||||||||||||||||||||
Long-term asset | Deferred charges and other long-term assets | ( | ||||||||||||||||||||||||
Total assets | $ | $ | ( | $ | ||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||
Current liability | Commodity derivative liabilities | $ | $ | ( | $ | |||||||||||||||||||||
Long-term liability | Commodity derivative liabilities | ( | ||||||||||||||||||||||||
Total liabilities | $ | $ | ( | $ | ||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| Classification | Balance Sheet Location | Gross Fair Value | Effect of Counterparty Netting | Net Carrying Value on Balance Sheet | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Current asset | Commodity derivative assets | $ | $ | ( | $ | |||||||||||||||||||||
Long-term asset | Deferred charges and other long-term assets | ( | ||||||||||||||||||||||||
Total assets | $ | $ | ( | $ | ||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||
Current liability | Commodity derivative liabilities | $ | $ | ( | $ | |||||||||||||||||||||
Long-term liability | Commodity derivative liabilities | ( | ||||||||||||||||||||||||
Total liabilities | $ | $ | ( | $ | ||||||||||||||||||||||
9
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Changes in the fair values of the Partnership’s derivative instruments (both assets and liabilities) are presented on a net basis in the accompanying consolidated statements of operations and consolidated statements of cash flows and consist of the following for the periods presented:
| Three Months Ended March 31, | ||||||||||||||
| Derivatives not designated as hedging instruments | 2024 | 2023 | ||||||||||||
| (in thousands) | ||||||||||||||
| Beginning fair value of commodity derivative instruments | $ | $ | ||||||||||||
| Gain (loss) on oil derivative instruments | ( | |||||||||||||
| Gain (loss) on natural gas derivative instruments | ||||||||||||||
| Net cash paid (received) on settlements of oil derivative instruments | ( | |||||||||||||
| Net cash paid (received) on settlements of natural gas derivative instruments | ( | ( | ||||||||||||
| Net change in fair value of commodity derivative instruments | ( | |||||||||||||
| Ending fair value of commodity derivative instruments | $ | $ | ||||||||||||
The Partnership had the following open derivative contracts for oil as of March 31, 2024:
| Weighted Average Price (Per Bbl) | Range (Per Bbl) | |||||||||||||||||||||||||
| Period and Type of Contract | Volume (Bbl) | Low | High | |||||||||||||||||||||||
| Oil Swap Contracts: | ||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| First Quarter | $ | $ | $ | |||||||||||||||||||||||
| Second Quarter | ||||||||||||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||||
| Fourth Quarter | ||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| First Quarter | $ | $ | $ | |||||||||||||||||||||||
| Second Quarter | ||||||||||||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||||
| Fourth Quarter | ||||||||||||||||||||||||||
The Partnership had the following open derivative contracts for natural gas as of March 31, 2024:
| Weighted Average Price (Per MMBtu) | Range (Per MMBtu) | |||||||||||||||||||||||||
| Period and Type of Contract | Volume (MMBtu) | Low | High | |||||||||||||||||||||||
| Natural Gas Swap Contracts: | ||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| Second Quarter | $ | $ | $ | |||||||||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||||
| Fourth Quarter | ||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| First Quarter | $ | $ | $ | |||||||||||||||||||||||
| Second Quarter | ||||||||||||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||||
| Fourth Quarter | ||||||||||||||||||||||||||
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BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - FAIR VALUE MEASUREMENTS
Fair value is defined as the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in an orderly transaction between market participants at the measurement date. Further, ASC 820, Fair Value Measurement, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and includes certain disclosure requirements. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk.
ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:
Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2—Quoted prices for similar assets or liabilities in non-active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs that are unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value).
A financial instrument’s categorization within the valuation hierarchy is based upon 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. There were no transfers into, or out of, the three levels of fair value hierarchy for the three months ended March 31, 2024 and 2023.
The carrying value of the Partnership's cash and cash equivalents, receivables, and payables approximate fair value due to the short-term nature of the instruments. The estimated carrying value of all debt as of March 31, 2024 and December 31, 2023 approximated the fair value due to variable market rates of interest. These debt fair values, which are Level 3 measurements, were estimated based on the Partnership’s incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair values of the Partnership’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Partnership estimated the fair value of commodity derivative financial instruments using the market approach via a model that uses inputs that are observable in the market or can be derived from, or corroborated by, observable data. See "Note 4 - Commodity Derivative Financial Instruments" for additional information.
11
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents information about the Partnership’s assets and liabilities measured at fair value on a recurring basis:
| Fair Value Measurements Using | Effect of Counterparty Netting | Total | ||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| As of March 31, 2024 | ||||||||||||||||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Nonfinancial assets and liabilities measured at fair value on a non-recurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and measurements of oil and natural gas property values for assessment of impairment.
The determination of the fair values of proved and unproved properties acquired in business combinations are estimated by discounting projected future cash flows. The factors used to determine fair value include estimates of economic reserves, future operating and development costs, future commodity prices, timing of future production, and a risk-adjusted discount rate. The Partnership has designated these measurements as Level 3. The Partnership had no business combinations for the three months ended March 31, 2024 or the year ended December 31, 2023. See "Note 3 - Oil and Natural Gas Properties".
Oil and natural gas properties are measured at fair value on a non-recurring basis using the income approach when assessing for impairment. Proved and unproved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of those properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, operating costs, future capital expenditures, and a risk-adjusted discount rate.
The Partnership’s estimates of fair value are determined at discrete points in time based on relevant market data. These estimates involve uncertainty, and cannot be determined with precision. There were no significant changes in valuation techniques or related inputs as of March 31, 2024 or December 31, 2023. There were no assets measured at fair value on a non-recurring basis for the three months ended March 31, 2024 or the year ended December 31, 2023.
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BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - CREDIT FACILITY
The Partnership maintains a senior secured revolving credit agreement, as amended (the “Credit Facility”). The Credit Facility has an aggregate maximum credit amount of $1.0 billion and terminates on October 31, 2027. The commitment of the lenders equals the least of the aggregate maximum credit amount, the then-effective borrowing base, and the aggregate elected commitment, as it may be adjusted from time to time. The amount of the borrowing base is redetermined semi-annually, usually in October and April, and is derived from the value of the Partnership’s oil and natural gas properties as determined by the lender syndicate using pricing assumptions that often differ from the current market for future prices. The Partnership and the lenders (at the direction of two-thirds of the lenders) each have discretion to request a borrowing base redetermination one time between scheduled redeterminations. The Partnership also has the right to request a redetermination following the acquisition of oil and natural gas properties in excess of 10 % of the value of the borrowing base immediately prior to such acquisition. The borrowing base is also adjusted if we terminate our hedge positions or sell oil and natural gas property interests that have a combined value exceeding 5 % of the current borrowing base. In these circumstances, the borrowing base will be adjusted by the value attributed to the terminated hedge positions or the oil and natural gas property interests sold in the most recent borrowing base. The April 2023 borrowing base redetermination reaffirmed the borrowing base at $550.0 million. The subsequent redeterminations increased the borrowing base to $580.0 million in October 2023 and reaffirmed the borrowing base in April 2024. After each redetermination we elected to maintain cash commitments at $375.0
The Partnership’s borrowings under the Credit Facility bear interest at a floating rate determined by the type of loan the Partnership has elected to take: a secured overnight financing rate ("SOFR") loan or a base-rate loan. Both types of loans bear interest at a reference rate plus a margin that varies with the amount of borrowings outstanding under the Credit Facility. The reference rate for SOFR loans is equal to SOFR as published by the Federal Reserve Bank of New York, adjusted for the borrowing term, plus 0.10 %, which is referred to as Adjusted Term SOFR. The reference rate for base rate loans is the highest of (a) Wells Fargo’s prime commercial lending rate for that day, (2) the Federal Funds Rate in effect on that day plus 0.50 %, and (c) the Adjusted Term SOFR for a one-month tenor, plus 1.00 %. As of December 31, 2023 and March 31, 2024, the applicable margin for the base rate loans ranged from 1.50 2.50 2.50 3.50
The Partnership is obligated to pay a quarterly commitment fee ranging from a 0.375 % to 0.500 % annualized rate on the unused portion of the borrowing base, depending on the amount of the borrowings outstanding in relation to the borrowing base. Principal may be optionally repaid from time to time without premium or penalty, other than customary SOFR breakage, and is required to be paid (a) if the amount outstanding exceeds the borrowing base, whether due to a borrowing base redetermination or otherwise, in some cases subject to a cure period, or (b) at the maturity date.
The weighted-average interest rate of the Credit Facility was 7.92 % during the three months ended March 31, 2024 and 7.36 % for the twelve months ended December 31, 2023. Accrued interest is payable at the end of each calendar quarter or at the end of each interest period, unless the interest period is longer than 90 days, in which case interest is payable at the end of every 90-day period. The Credit Facility is secured by substantially all of the Partnership’s oil and natural gas production and assets.
The Credit Facility contains various limitations on future borrowings, leases, hedging, and sales of assets. Additionally, the Credit Facility requires the Partnership to maintain a current ratio of not less than 1.0 :1.0 and a ratio of total debt to EBITDAX (Earnings before Interest, Taxes, Depreciation, Amortization, and Exploration) of not more than 3.5 :1.0. Distributions are not permitted if there is a default under the Credit Facility (including the failure to satisfy one of the financial covenants), if the availability under the Credit Facility is less than 10 % of the lenders' commitments, or if total debt to EBITDAX is greater than 3.0 . As of March 31, 2024, the Partnership was in compliance with all financial covenants in the Credit Facility.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Environmental Matters
The Partnership’s business includes activities that are subject to U.S. federal, state, and local environmental regulations with regard to air, land, and water quality and other environmental matters.
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BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Partnership does not consider the potential remediation costs that could result from issues identified in any environmental site assessments to be significant to the unaudited interim consolidated financial statements, and no provision for potential remediation costs has been recorded.
Litigation
NOTE 8 - INCENTIVE COMPENSATION
The table below summarizes incentive compensation expense recorded in the General and administrative line item of the consolidated statements of operations for the periods presented:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash—short and long-term incentive plans | $ | $ | ||||||||||||
| Equity-based compensation—restricted common units | ||||||||||||||
| Equity-based compensation—restricted performance units | ||||||||||||||
| Board of Directors incentive plan | ||||||||||||||
Total incentive compensation expense | $ | $ | ||||||||||||
For the three months ended March 31, 2024, the Partnership repurchased 286,761 common units at a weighted average price of $15.28 per unit for the purpose of satisfying tax withholding obligations upon the vesting of certain long-term incentive equity awards held by our executive officers and certain other employees. Specifically, when an employee's equity award vests, the Partnership withholds a portion of the units to cover the employee's tax liability.
NOTE 9 - PREFERRED UNITS
Series B Cumulative Convertible Preferred Units
On November 28, 2017, the Partnership issued and sold in a private placement 14,711,219 Series B cumulative convertible preferred units representing limited partner interests in the Partnership for a cash purchase price of $20.39 per Series B cumulative convertible preferred unit, resulting in total proceeds of approximately $300.0 million.
The Series B cumulative convertible preferred units were initially entitled to quarterly distributions in an amount equal to 7.0 % of the face amount of the preferred units per annum (the "Distribution Rate"). On November 28, 2023, the Distribution Rate was adjusted to 9.8 % and will be readjusted every two years thereafter (each, a "Readjustment Date"). The rate set on each
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BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Readjustment Date is equal to the greater of (i) the distribution rate in effect immediately prior to the relevant Readjustment Date and (ii) the 10-year Treasury Rate as of such Readjustment Date plus 5.5 % per annum; provided, however, that for any quarter in which quarterly distributions are accrued but unpaid, the then-distribution rate shall be increased by 2.0 % per annum for such quarter. The Partnership cannot pay any distributions on any junior securities, including common units, prior to paying the quarterly distribution payable to the preferred units, including any previously accrued and unpaid distributions.
The Series B cumulative convertible preferred units may be converted by each holder at its option, in whole or in part, into common units on a one -for-one basis at the purchase price of $20.39 , adjusted to give effect to any accrued but unpaid accumulated distributions on the applicable Series B cumulative convertible preferred units through the most recent declaration date. However, the Partnership shall not be obligated to honor any request for such conversion if such request does not involve an underlying value of common units of at least $10.0 million based on the closing trading price of common units on the trading day immediately preceding the conversion notice date, or such lesser amount to the extent such exercise covers all of a holder's Series B cumulative convertible preferred units.
The Partnership has the option to redeem all or a portion (equal to or greater than $100 million) of the Series B cumulative convertible preferred units for a 90 day period beginning on each Readjustment Date at a redemption price of $20.39 per Series B cumulative convertible preferred unit, which is equal to par value.
The Series B cumulative convertible preferred units had a carrying value of $300.5 million, including accrued distributions of $7.4 million, as of March 31, 2024 and a carrying value of $299.1 million, including accrued distributions of $6.0 million, as of December 31, 2023. The Series B cumulative convertible preferred units are classified as mezzanine equity on the consolidated balance sheets since certain provisions of redemption are outside the control of the Partnership.
NOTE 10 - EARNINGS PER UNIT
The Partnership applies the two-class method for purposes of calculating earnings per unit (“EPU”). The holders of the Partnership’s restricted common units have all the rights of a unitholder, including non-forfeitable distribution rights. As participating securities, the restricted common units are included in the calculation of basic earnings per unit. For the periods presented, the amount of earnings allocated to these participating units was not material.
Net income (loss) attributable to the Partnership is allocated to the Partnership’s general partner and the common unitholders in proportion to their pro rata ownership after giving effect to distributions, if any, declared during the period.
The Partnership assesses the Series B cumulative convertible preferred units on an as-converted basis for the purpose of calculating diluted EPU. The Partnership’s restricted performance unit awards are contingently issuable units that are considered in the calculation of diluted EPU. The Partnership assesses the number of units that would be issuable, if any, under the terms of the arrangement if the end of the reporting period were the end of the contingency period.
15
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| (in thousands, except per unit amounts) | ||||||||||||||
| NET INCOME (LOSS) | $ | $ | ||||||||||||
| Distributions on Series B cumulative convertible preferred units | ( | ( | ||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS | $ | $ | ||||||||||||
| ALLOCATION OF NET INCOME (LOSS): | ||||||||||||||
| General partner interest | $ | $ | ||||||||||||
| Common units | ||||||||||||||
| $ | $ | |||||||||||||
| NUMERATOR: | ||||||||||||||
| Numerator for basic EPU - Net income (loss) attributable to common unitholders | $ | $ | ||||||||||||
| Effect of dilutive securities | ||||||||||||||
| Numerator for diluted EPU - net income (loss) attributable to common unitholders after the effect of dilutive securities | $ | $ | ||||||||||||
| DENOMINATOR: | ||||||||||||||
| Denominator for basic EPU - weighted average common units outstanding (basic) | ||||||||||||||
Effect of dilutive securities | ||||||||||||||
| Denominator for diluted EPU - weighted average number of common units outstanding after the effect of dilutive securities | ||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT: | ||||||||||||||
| Per common unit (basic) | $ | $ | ||||||||||||
| Per common unit (diluted) | $ | $ | ||||||||||||
The following units of potentially dilutive securities were excluded from the computation of diluted weighted average units outstanding because their inclusion would be anti-dilutive:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Potentially dilutive securities (common units): | ||||||||||||||
Series B cumulative convertible preferred units on an as-converted basis | ||||||||||||||
NOTE 11 - COMMON UNITS
Common Units
The common units represent limited partner interests in the Partnership. The holders of common units are entitled to participate in distributions and exercise the rights and privileges provided to limited partners holding common units under the partnership agreement.
16
BLACK STONE MINERALS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The partnership agreement restricts unitholders’ voting rights by providing that any units held by a person or group that owns 15 % or more of any class of units then outstanding, other than the limited partners in Black Stone Minerals Company, L.P. prior to the IPO, their transferees, persons who acquired such units with the prior approval of the Board, holders of Series B cumulative convertible preferred units in connection with any vote, consent or approval of the Series B cumulative convertible preferred units as a separate class, and persons who own 15 % or more of any class as a result of any redemption or purchase of any other person's units or similar action by the Partnership or any conversion of the Series B cumulative convertible preferred units at the Partnership's option or in connection with a change of control, may not vote on any matter.
The partnership agreement generally provides that beginning on November 28, 2023 any distributions are paid each quarter in the following manner:
• first, to the holders of the Series B cumulative convertible preferred units in an amount equal to 9.8 % of the face amount of the preferred units per annum, subject to readjustment on each Readjustment Date; and
• second, to the holders of common units.
The following table provides information about the Partnership's per unit distributions to common unitholders:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Distributions declared and paid per common unit | $ | $ | ||||||||||||
Common Unit Repurchase Program
On October 30, 2023, the Board authorized a $150.0 million unit repurchase program, terminating its existing $75.0 million program authorized in 2018. The unit repurchase program authorizes the Partnership to make repurchases on a discretionary basis as determined by management, subject to market condition, applicable legal requirements, available liquidity, and other appropriate factors. The Partnership made no repurchases under this program for the three months ended March 31, 2024. The program is funded from the Partnership’s cash on hand or through borrowings under the credit facility. Any repurchased units are canceled.
NOTE 12 - SUBSEQUENT EVENTS
Distribution
On April 17, 2024, the Board approved a distribution for the three months ended March 31, 2024 of $0.375 per common unit. Distributions will be payable on May 17, 2024 to unitholders of record at the close of business on May 10, 2024.
Acquisitions
Subsequent to March 31, 2024, the Partnership acquired mineral and royalty interests from various sellers for cash consideration of $12.3 million. These acquisitions were funded with cash from operating activities.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and notes thereto presented in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report on Form 10-K"). This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” and “Part II, Item 1A. Risk Factors.”
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information in this Quarterly Report on Form 10-Q may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. 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 any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:
•our ability to execute our business strategies;
•the volatility of realized oil and natural gas prices;
•the level of production on our properties;
•the overall supply and demand for oil and natural gas, regional supply and demand factors, delays, or interruptions of production;
•our ability to replace our oil and natural gas reserves;
•general economic, business, or industry conditions, including slowdowns, domestically and internationally and volatility in the securities, capital or credit markets;
•competition in the oil and natural gas industry;
•the level of drilling activity by our operators particularly in areas such as the Shelby Trough where we have concentrated acreage positions;
•the ability of our operators to obtain capital or financing needed for development and exploration operations;
•title defects in the properties in which we invest;
•the availability or cost of rigs, equipment, raw materials, supplies, oilfield services, or personnel;
•restrictions on the use of water for hydraulic fracturing;
•the availability of pipeline capacity and transportation facilities;
•the ability of our operators to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals;
•federal and state legislative and regulatory initiatives relating to hydraulic fracturing;
•future operating results;
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•future cash flows and liquidity, including our ability to generate sufficient cash to pay quarterly distributions;
•exploration and development drilling prospects, inventories, projects, and programs;
•operating hazards faced by our operators;
•the ability of our operators to keep pace with technological advancements;
•conservation measures and general concern about the environmental impact of the production and use of fossil fuels;
•cybersecurity incidents, including data security breaches or computer viruses; and
•certain factors discussed elsewhere in this filing.
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see “Risk Factors” in our 2023 Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.
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 one of the largest owners and managers of oil and natural gas mineral interests in the United States. Our principal business is maximizing the value of our existing portfolio of mineral and royalty assets through active management. We maximize value through marketing our mineral assets for lease and creatively structuring the terms on those leases to encourage and accelerate drilling activity. We believe our large, diversified asset base and long-lived, non-cost-bearing mineral and royalty interests provide for stable production and reserves over time, allowing the majority of generated cash flow to be distributed to unitholders. Alongside our primary focus on traditional revenue streams from our asset base, we will continue to explore the relevance of our assets in energy transition, including opportunities in renewable energy and carbon sequestration.
As of March 31, 2024, our mineral and royalty interests were located in 41 states in the continental United States, including all of the major onshore producing basins. These non-cost-bearing interests include ownership in approximately 68,000 producing wells. We also own non-operated working interests, a significant portion of which are on our positions where we also have a mineral and royalty interest. We recognize oil and natural gas revenue from our mineral and royalty and non-operated working interests in producing wells when control of the oil and natural gas produced is transferred to the customer and collectability of the sales price is reasonably assured. Our other sources of revenue include mineral lease bonus and delay rentals, which are recognized as revenue according to the terms of the lease agreements.
Recent Developments
Shelby Trough Development Update
A significant portion of Shelby Trough development in recent years has been performed by Aethon Energy (“Aethon”) under the two Joint Exploration Agreements (“JEAs”) between us and Aethon. The JEAs outline Aethon’s development obligations and other rights and obligations of each party related to our core mineral positions in San Augustine and Angelina counties in East Texas.
In December 2023, we received notice that Aethon was exercising the “time-out” provisions under these JEAs. When natural gas prices fall below specified thresholds, Aethon may elect to temporarily suspend its drilling obligations for up to nine consecutive months and a maximum of 18 total months in any 48-month period. Aethon has not previously invoked the time-out provisions under the JEAs. We continue working closely with Aethon to finalize development plans going forward and assess the effect of the temporary suspension of drilling obligations, and we are analyzing the potential impacts to us on an ongoing basis.
In April 2024, Aethon began curtailing production volumes on a small number of producing wells. This temporary decrease is expected to amount to approximately 800 Boe/d. Additionally, Aethon has indicated that it intends to curtail these
19
wells and delay the initial production of an additional 10 wells until the second half of the year, when natural gas prices are forecast to improve.
Austin Chalk Update
We have entered into agreements with multiple operators to drill wells in the areas of the Austin Chalk in East Texas, where we have significant acreage positions. The results of the test program in the Brookeland Field demonstrated that modern completion technology has the potential to improve production rates and increase reserves when compared to the vintage, unstimulated wells in the Austin Chalk formation. To date, 30 wells with modern completions are being produced in the field.
Business Environment
The information below is designed to give a broad overview of the oil and natural gas business environment as it affects us.
Commodity Prices and Demand
Oil and natural gas prices have been historically volatile based upon the dynamics of supply and demand. To manage the variability in cash flows associated with the projected sale of our oil and natural gas production, we use various derivative instruments, which have recently consisted of fixed-price swap contracts and costless collar contracts.
Oil prices increased from the prior period ended March 31, 2023 as a result of heightened geopolitical risk related to the attacks targeting commercial ships transiting the Red Sea shipping channel and general elevated tensions around the region. In addition, the recent extension of OPEC+ voluntary production cuts add to upward price pressure at a time of the year when oil demand typically increases because of the spring and summer driving seasons in the Northern Hemisphere. Natural gas prices decreased from the prior period ended March 31, 2023 as a result of a large surplus of storage inventory. The United States started the winter heating season with a surplus and a mild winter led to below average consumption further increasing the surplus of storage inventory. Given the dynamic nature of these events, along with the volatile geopolitical conflicts in Ukraine, we cannot reasonably estimate how long these market conditions will persist. While we use derivative instruments to partially mitigate the impact of commodity price volatility, our revenues and operating results depend significantly upon the prevailing prices for oil and natural gas.
The following table reflects commodity prices at the end of each quarter presented:
| 2024 | 2023 | |||||||||||||
Benchmark Prices1 | First Quarter | First Quarter | ||||||||||||
| WTI spot oil price ($/Bbl) | $ | 83.96 | $ | 75.68 | ||||||||||
| Henry Hub spot natural gas ($/MMBtu) | 1.54 | 2.10 | ||||||||||||
1 Source: EIA
Rig Count
As we are not the operator of record on any producing properties, drilling on our acreage is dependent upon the exploration and production companies that lease our acreage. In addition to drilling plans that we seek from our operators, we also monitor rig counts in an effort to identify existing and future leasing and drilling activity on our acreage.
The following table shows the rig count at the end of each quarter presented:
| 2024 | 2023 | |||||||||||||
U.S. Rotary Rig Count1 | First Quarter | First Quarter | ||||||||||||
| Oil | 506 | 592 | ||||||||||||
| Natural gas | 112 | 160 | ||||||||||||
| Other | 3 | 3 | ||||||||||||
| Total | 621 | 755 | ||||||||||||
1 Source: Baker Hughes Incorporated
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Natural Gas Storage
A substantial portion of our revenue is derived from sales of oil production attributable to our interests; however, the majority of our production is natural gas. Natural gas prices are significantly influenced by storage levels throughout the year. Accordingly, we monitor the natural gas storage reports regularly in the evaluation of our business and its outlook.
Historically, natural gas supply and demand fluctuates on a seasonal basis. From April to October, when the weather is warmer and natural gas demand is lower, natural gas storage levels generally increase. From November to March, storage levels typically decline as utility companies draw natural gas from storage to meet increased heating demand due to colder weather. In order to maintain sufficient storage levels for increased seasonal demand, a portion of natural gas production during the summer months must be used for storage injection. The portion of production used for storage varies from year to year depending on the demand from the previous winter and the demand for electricity used for cooling during the summer months. The EIA expects inventories will rise to 4.1 Tcf at the end of October 2024, which would be 10% higher than the five-year average.
The following table shows natural gas storage volumes by region at the end of each quarter presented:
| 2024 | 2023 | |||||||||||||
Region1 | First Quarter | First Quarter | ||||||||||||
| East | 363 | 335 | ||||||||||||
| Midwest | 510 | 421 | ||||||||||||
| Mountain | 162 | 80 | ||||||||||||
| Pacific | 227 | 73 | ||||||||||||
| South Central | 996 | 921 | ||||||||||||
| Total | 2,258 | 1,830 | ||||||||||||
1 Source: EIA
Natural Gas Exports
The EIA expects exports of natural gas, both by pipeline and as LNG, will increase in 2024. The EIA forecasts average exports of 12.2 Bcf per day for 2024, a 2% increase from 2023 levels.
In 2025, the EIA expects LNG exports to increase because three of the five LNG export projects currently under construction are expected to start operations and ramp up to full production. The EIA also expects natural gas exports by pipeline to grow because of increased natural gas exports to Mexico.
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How We Evaluate Our Operations
We use a variety of operational and financial measures to assess our performance. Among the measures considered by management are the following:
•volumes of oil and natural gas produced;
•commodity prices including the effect of derivative instruments; and
•Adjusted EBITDA and Distributable cash flow.
Volumes of Oil and Natural Gas Produced
In order to track and assess the performance of our assets, we monitor and analyze our production volumes from the various basins and plays that constitute our extensive asset base. We also regularly compare projected volumes to actual reported volumes and investigate unexpected variances.
Commodity Prices
Factors Affecting the Sales Price of Oil and Natural Gas
The prices we receive for oil, natural gas, and NGLs vary by geographical area. The relative prices of these products are determined by the factors affecting global and regional supply and demand dynamics, such as economic conditions, production levels, availability of transportation, weather cycles, and other factors. In addition, realized prices are influenced by product quality and proximity to consuming and refining markets. Any differences between realized prices and New York Mercantile Exchange ("NYMEX") prices are referred to as differentials. All our production is derived from properties located in the United States.
•Oil. The substantial majority of our oil production is sold at prevailing market prices, which fluctuate in response to many factors that are outside of our control. NYMEX light sweet crude oil, commonly referred to as West Texas Intermediate ("WTI"), is the prevailing domestic oil pricing index. The majority of our oil production is priced at the prevailing market price with the final realized price affected by both quality and location differentials.
The chemical composition of oil plays an important role in its refining and subsequent sale as petroleum products. As a result, variations in chemical composition relative to the benchmark oil, usually WTI, will result in price adjustments, which are often referred to as quality differentials. The characteristics that most significantly affect quality differentials include the density of the oil, as characterized by its American Petroleum Institute (“API”) gravity, and the presence and concentration of impurities, such as sulfur.
Location differentials generally result from transportation costs based on the produced oil’s proximity to consuming and refining markets and major trading points.
•Natural Gas. The NYMEX price quoted at Henry Hub is a widely used benchmark for the pricing of natural gas in the United States. The actual volumetric prices realized from the sale of natural gas differ from the quoted NYMEX price as a result of quality and location differentials.
Quality differentials result from the heating value of natural gas measured in Btus and the presence of impurities, such as hydrogen sulfide, carbon dioxide, and nitrogen. Natural gas containing ethane and heavier hydrocarbons has a higher Btu value and will realize a higher volumetric price than natural gas which is predominantly methane, which has a lower Btu value. Natural gas with a higher concentration of impurities will realize a lower volumetric price due to the presence of the impurities in the natural gas when sold or the cost of treating the natural gas to meet pipeline quality specifications.
Natural gas, which currently has a limited global transportation system, is subject to price variances based on local supply and demand conditions and the cost to transport natural gas to end user markets.
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Hedging
We enter into derivative instruments to partially mitigate the impact of commodity price volatility on our cash generated from operations. From time to time, such instruments may include variable-to-fixed-price swaps, fixed-price contracts, costless collars, and other contractual arrangements. The impact of these derivative instruments could affect the amount of revenue we ultimately realize.
Our open derivative contracts consist of fixed-price swap contracts. Under fixed-price swap contracts, a counterparty is required to make a payment to us if the settlement price is less than the swap strike price. Conversely, we are required to make a payment to the counterparty if the settlement price is greater than the swap strike price. If we have multiple contracts outstanding with a single counterparty, unless restricted by our agreement, we will net settle the contract payments.
We may employ contractual arrangements other than fixed-price swap contracts in the future to mitigate the impact of price fluctuations. If commodity prices decline in the future, our hedging contracts will partially mitigate the effect of lower prices on our future revenue. Our open oil and natural gas derivative contracts as of March 31, 2024 are detailed in Note 4 - Commodity Derivative Financial Instruments to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.
Pursuant to the terms of our Credit Facility, we are allowed to hedge certain percentages of expected future monthly production volumes equal to the lesser of (i) internally forecasted production and (ii) the average of reported production for the most recent three months.
We are allowed, but not required, to hedge, using collars and swaps with a term of no more than four years, up to 90% of our expected future volumes for the first 24 months, 70% for months 25 through 36, and 50% for months 37 through 48. As of March 31, 2024, we had hedged 72% and 71% of our available oil and condensate hedge volumes for 2024 and 2025, respectively. As of March 31, 2024, we had also hedged 69% and 60% of our available natural gas hedge volumes for 2024 and 2025, respectively.
We intend to continuously monitor the production from our assets and the commodity price environment, and will, from time to time, add additional hedges within the percentages described above related to such production. We do not enter into derivative instruments for speculative purposes.
Non-GAAP Financial Measures
Adjusted EBITDA and Distributable cash flow are supplemental non-GAAP financial measures used by our management and external users of our financial statements such as investors, research analysts, and others, to assess the financial performance of our assets and our ability to sustain distributions over the long term without regard to financing methods, capital structure, or historical cost basis.
We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, and depreciation, depletion, and amortization adjusted for impairment of oil and natural gas properties, if any, accretion of asset retirement obligations, unrealized gains and losses on commodity derivative instruments, non-cash equity-based compensation, and gains and losses on sales of assets, if any. We define Distributable cash flow as Adjusted EBITDA plus or minus amounts for certain non-cash operating activities, cash interest expense, distributions to preferred unitholders, and restructuring charges, if any.
Adjusted EBITDA and Distributable cash flow should not be considered an alternative to, or more meaningful than, net income (loss), income (loss) from operations, cash flows from operating activities, or any other measure of financial performance presented in accordance with generally accepted accounting principles ("GAAP") in the United States as measures of our financial performance.
Adjusted EBITDA and Distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income (loss), the most directly comparable GAAP financial measure. Our computation of Adjusted EBITDA and Distributable cash flow may differ from computations of similarly titled measures of other companies.
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The following table presents a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA and Distributable cash flow for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Net income (loss) | $ | 63,927 | $ | 134,443 | ||||||||||
| Adjustments to reconcile to Adjusted EBITDA: | ||||||||||||||
| Depreciation, depletion, and amortization | 11,639 | 11,147 | ||||||||||||
| Interest expense | 629 | 814 | ||||||||||||
| Income tax expense (benefit) | 135 | 147 | ||||||||||||
| Accretion of asset retirement obligations | 317 | 245 | ||||||||||||
| Equity–based compensation | 2,383 | 2,118 | ||||||||||||
| Unrealized (gain) loss on commodity derivative instruments | 25,087 | (38,986) | ||||||||||||
| Adjusted EBITDA | 104,117 | 109,928 | ||||||||||||
| Adjustments to reconcile to Distributable cash flow: | ||||||||||||||
| Change in deferred revenue | (1) | (5) | ||||||||||||
| Cash interest expense | (361) | (559) | ||||||||||||
| Preferred unit distributions | (7,367) | (5,250) | ||||||||||||
| Distributable cash flow | $ | 96,388 | $ | 104,114 | ||||||||||
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Results of Operations
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
The following table shows our production, revenue, and operating expenses for the periods presented:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | Variance | ||||||||||||||||||||||||
| (Dollars in thousands, except for realized prices) | ||||||||||||||||||||||||||
| Production: | ||||||||||||||||||||||||||
Oil and condensate (MBbls) | 923 | 793 | 130 | 16.4 | % | |||||||||||||||||||||
Natural gas (MMcf)1 | 16,470 | 16,452 | 18 | 0.1 | % | |||||||||||||||||||||
| Equivalents (MBoe) | 3,668 | 3,535 | 133 | 3.8 | % | |||||||||||||||||||||
| Equivalents/day (MBoe) | 40.3 | 39.3 | 1.0 | 2.5 | % | |||||||||||||||||||||
| Realized prices, without derivatives: | ||||||||||||||||||||||||||
| Oil and condensate ($/Bbl) | $ | 77.17 | $ | 76.81 | $ | 0.36 | 0.5 | % | ||||||||||||||||||
Natural gas ($/Mcf)1 | 2.55 | 3.49 | (0.94) | (26.9) | % | |||||||||||||||||||||
| Equivalents ($/Boe) | $ | 30.87 | $ | 33.47 | $ | (2.60) | (7.8) | % | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Oil and condensate sales | $ | 71,224 | $ | 60,909 | $ | 10,315 | 16.9 | % | ||||||||||||||||||
Natural gas and natural gas liquids sales1 | 42,011 | 57,423 | (15,412) | (26.8) | % | |||||||||||||||||||||
| Lease bonus and other income | 3,548 | 3,975 | (427) | (10.7) | % | |||||||||||||||||||||
| Revenue from contracts with customers | 116,783 | 122,307 | (5,524) | (4.5) | % | |||||||||||||||||||||
| Gain (loss) on commodity derivative instruments | (11,290) | 52,271 | (63,561) | (121.6) | % | |||||||||||||||||||||
| Total revenue | $ | 105,493 | $ | 174,578 | $ | (69,085) | (39.6) | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Lease operating expense | $ | 2,432 | $ | 2,668 | $ | (236) | (8.8) | % | ||||||||||||||||||
| Production costs and ad valorem taxes | 13,038 | 12,667 | 371 | 2.9 | % | |||||||||||||||||||||
| Exploration expense | 3 | 4 | (1) | (25.0) | % | |||||||||||||||||||||
| Depreciation, depletion, and amortization | 11,639 | 11,147 | 492 | 4.4 | % | |||||||||||||||||||||
| General and administrative | 14,090 | 12,648 | 1,442 | 11.4 | % | |||||||||||||||||||||
| Other expense: | ||||||||||||||||||||||||||
| Interest expense | 629 | 814 | (185) | (22.7) | % | |||||||||||||||||||||
1 As a mineral and royalty interest owner, we are often provided insufficient and inconsistent data on NGL volumes by our operators. As a result, we are unable to reliably determine the total volumes of NGLs associated with the production of natural gas on our acreage. Accordingly, no NGL volumes are included in our reported production; however, revenue attributable to NGLs is included in our natural gas revenue and our calculation of realized prices for natural gas.
Revenue
Total revenue for the quarter ended March 31, 2024 decreased compared to the quarter ended March 31, 2023. The decrease in total revenue in the first quarter of 2024 is primarily due to a loss on our commodity derivative instruments compared to a gain in the corresponding prior period and a decrease in natural gas and NGL sales which was partially offset by an increase in oil and condensate sales.
Oil and condensate sales. Oil and condensate sales increased for the quarter ended March 31, 2024 as compared to the corresponding period in 2023 primarily due to higher production volumes. The increase in oil and condensate production was driven by higher mineral and royalty production in the Permian Basin. Our mineral and royalty interest oil and condensate volumes accounted for 94% and 92% of total oil and condensate volumes for quarters ended March 31, 2024 and 2023, respectively.
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Natural gas and natural gas liquids sales. Natural gas and NGL sales decreased for the quarter ended March 31, 2024 as compared to the corresponding prior period. The decrease was due to lower realized commodity prices between the comparative periods. Mineral and royalty interest production accounted for 95% and 94% of our natural gas volumes for the quarters ended March 31, 2024 and 2023, respectively.
Gain (loss) on commodity derivative instruments. Cash settlements we receive represent realized gains, while cash settlements we pay represent realized losses related to our commodity derivative instruments. In addition to cash settlements, we also recognize fair value changes on our commodity derivative instruments in each reporting period. The changes in fair value result from new positions and settlements that may occur during each reporting period, as well as the relationships between contract prices and the associated forward curves. During the first quarter of 2024, we recognized a loss from our commodity derivative instruments compared to a gain in the same period in 2023. For the three months ended March 31, 2024, we recognized $13.8 million of realized gains and $25.1 million of unrealized losses from our oil and natural gas commodity contracts, compared to $13.3 million of realized gains and $39.0 million of unrealized gains in the same period in 2023. The unrealized losses on our commodity contracts during the first quarter of 2024 were primarily driven by changes in the forward commodity price curves for oil and the unrealized gains in the same period in 2023 were driven by changes in the forward commodity price curves for natural gas.
Lease bonus and other income. When we lease our mineral interests, we generally receive an upfront cash payment, or a lease bonus. Lease bonus revenue can vary substantively between periods because it is derived from individual transactions with operators, some of which may be significant. Lease bonus and other income for the first quarter of 2024 was lower than the same period in 2023. Leasing activity in the Austin Chalk play and proceeds from surface use waivers on our mineral acreage supporting solar development in Texas made up the majority of lease bonus and other income for the first quarter of 2024, while the majority of the first quarter 2023 activity came from leasing activity in the Haynesville/Bossier play and the Permian Basin.
Operating Expenses
Lease operating expense. Lease operating expense includes recurring expenses associated with our non-operated working interests necessary to produce hydrocarbons from our oil and natural gas wells, as well as certain nonrecurring expenses, such as well repairs. Lease operating expense decreased for the quarter ended March 31, 2024 as compared to the same period in 2023, primarily due to lower nonrecurring service-related expenses, including workovers.
Production costs and ad valorem taxes. Production taxes include statutory amounts deducted from our production revenues by various state taxing entities. Depending on the regulations of the states where the production originates, these taxes may be based on a percentage of the realized value or a fixed amount per production unit. This category also includes the costs to process and transport our production to applicable sales points. Ad valorem taxes are jurisdictional taxes levied on the value of oil and natural gas minerals and reserves. Rates, methods of calculating property values, and timing of payments vary between taxing authorities. For the quarter ended March 31, 2024, production costs and ad valorem taxes increased as compared to the quarter ended March 31, 2023, primarily due to severance tax refunds received in the first quarter of 2023 with no similar activity recorded in the first quarter of 2024.
Exploration expense. Exploration expense typically consists of dry-hole expenses, delay rentals, and geological and geophysical costs, including seismic costs, and is expensed as incurred under the successful efforts method of accounting. Exploration expense for the quarter ended March 31, 2024 and the corresponding prior period of 2023 was minimal.
Depreciation, depletion, and amortization. Depletion is the amount of cost basis of oil and natural gas properties attributable to the volume of hydrocarbons extracted during a period, calculated on a units-of-production basis. Estimates of proved developed producing reserves are a major component of the calculation of depletion. We adjust our depletion rates semi-annually based upon mid-year and year-end reserve reports, except when circumstances indicate that there has been a significant change in reserves or costs. Depreciation, depletion, and amortization increased for the quarter ended March 31, 2024 as compared to the same period in 2023 due to higher production volumes.
General and administrative. General and administrative expenses are costs not directly associated with the production of oil and natural gas and include expenses such as the cost of employee salaries and related benefits, office expenses, and fees for professional services. For the quarter ended March 31, 2024, general and administrative expenses increased as compared to the same period in 2023, primarily due to higher professional costs related to outside legal fees, consulting costs for internal projects, and the timing of annual tax services performed.
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Interest expense. Interest expense was lower in the first quarter of 2024 relative to the corresponding period in 2023, due to lower average outstanding borrowings under our Credit Facility. Interest expense for both periods primarily consisted of commitment fees and amortization of debt issuance costs.
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Liquidity and Capital Resources
Overview
Our primary sources of liquidity are cash generated from operations and borrowings under our Credit Facility. Our primary uses of cash are for distributions to our unitholders, reducing outstanding borrowings under our Credit Facility, and for investing in our business. On November 28, 2023 the distribution rate for the Series B cumulative convertible preferred units was adjusted to 9.8% and will be readjusted every two years thereafter (each, a "Readjustment Date"). The rate set on each Readjustment Date is equal to the greater of (i) the distribution rate in effect immediately prior to the relevant Readjustment Date and (ii) the 10-year Treasury Rate as of such Readjustment Date plus 5.5% per annum. We have the option to redeem all or a portion (equal to or greater than $100 million) of the Series B cumulative convertible preferred units for a 90 day period beginning on each Readjustment Date at a redemption price of $20.39 per Series B cumulative convertible preferred unit, which is equal to par value. See "Note 9 - Preferred Units" to the unaudited interim consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
The Board has adopted a policy pursuant to which, at a minimum, distributions will be paid on each common unit for each quarter to the extent we have sufficient cash generated from our operations after establishment of cash reserves, if any, and after we have made the required distributions to the holders of our outstanding preferred units. However, we do not have a legal or contractual obligation to pay distributions on our common units quarterly or on any other basis, and there is no guarantee that we will pay distributions to our common unitholders in any quarter. The Board may change the foregoing distribution policy at any time and from time to time.
We intend to finance any future acquisitions with cash generated from operations, borrowings from our Credit Facility, and proceeds from any future issuances of equity and debt. Over the long-term, we intend to finance our working interest capital needs with our executed farmout agreements and internally generated cash flows, although at times we may fund a portion of these expenditures through other financing sources such as borrowings under our Credit Facility.
On October 30, 2023, the Board authorized a $150.0 million unit repurchase program which authorizes us to make repurchases on a discretionary basis. The program will be funded from our cash on hand or through borrowings under the Credit Facility. Any repurchased units will be cancelled. See "Note 11 – Common Units" to the unaudited interim consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Cash Flows
The following table shows our cash flows for the periods presented:
| Three Months Ended March 31, | ||||||||||||||||||||
| 2024 | 2023 | Change | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Cash flows provided by operating activities | $ | 104,460 | $ | 137,155 | $ | (32,695) | ||||||||||||||
| Cash flows provided by (used in) investing activities | (23,964) | (1,954) | (22,010) | |||||||||||||||||
| Cash flows provided by (used in) financing activities | (110,322) | (120,358) | 10,036 | |||||||||||||||||
Operating Activities. Our operating cash flows are dependent, in large part, on our production, realized commodity prices, derivative settlements, lease bonus revenue, and operating expenses. Cash flows provided by operating activities decreased for the three months ended March 31, 2024 as compared to the same period of 2023. The decrease was primarily due to reduced natural gas and NGL sales due to lower realized commodity prices in the three months ended March 31, 2024 compared to the same period of 2023.
Investing Activities. Net cash used in investing activities in the three months ended March 31, 2024 increased as compared to the same period of 2023. The increase was primarily due to acquisitions of oil and natural gas properties in the three months ended March 31, 2024 as compared to no acquisition activity in the corresponding prior period.
Financing Activities. Cash flows used in financing activities decreased for the three months ended March 31, 2024 as compared to the same period of 2023. The decrease was primarily due to net repayments on our Credit Facility for the three months ended March 31, 2023 compared to no net repayments for the three months ended March 31, 2024.
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Development Capital Expenditures
Our 2024 capital expenditure budget associated with our non-operated working interests is expected to be approximately $2.3 million, net of farmout reimbursements, of which $0.3 million has been invested in the three months ended March 31, 2024. The majority of this capital is anticipated to be spent on workovers and recompletions on existing wells in which we own a working interest. Through March 31, 2024, we have also spent $0.7 million acquiring leases in areas around our drilling programs.
Acquisitions
During the three months ended March 31, 2024, we acquired mineral and royalty interests that consisted of substantially all unproved oil and natural gas properties from various sellers for cash consideration of $23.0 million, including capitalized direct transaction costs. These acquisitions were primarily located in the Gulf Coast land region and were funded with cash from operating activities. Our current commercial strategy includes the continuation of meaningful, targeted mineral and royalty acquisitions to complement our existing positions.
See "Note 3 – Oil and Natural Gas Properties" to the unaudited interim consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Credit Facility
We maintain a senior secured revolving credit agreement, as amended, (the "Credit Facility"). The Credit Facility has an aggregate maximum credit amount of $1.0 billion and terminates on October 31, 2027. The commitment of the lenders equals the least of the aggregate maximum credit amount, the then-effective borrowing base, and the aggregate elected commitment, as it may be adjusted from time to time. The amount of the borrowing base is redetermined semi-annually, usually in April and October. The April 2023 borrowing base redetermination reaffirmed the borrowing base at $550.0 million. The subsequent redeterminations increased the borrowing base to $580.0 million in October 2023 and reaffirmed the borrowing base in April 2024. After each redetermination we elected to maintain cash commitments at $375.0 million. The next semi-annual redetermination is scheduled for October 2024.
We are subject to various affirmative, negative, and financial maintenance covenants which pose limitations on future borrowings, leases, hedging, and sales of assets. As of March 31, 2024, we were in compliance with all debt covenants.
See "Note 6 – Credit Facility" to the unaudited interim consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Contractual Obligations
As of March 31, 2024, there have been no material changes to our contractual obligations previously disclosed in our 2023 Annual Report on Form 10-K.
Critical Accounting Policies and Related Estimates
As of March 31, 2024, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our 2023 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
Our major market risk exposure is the pricing of oil, natural gas, and NGLs produced by our operators. Realized prices are primarily driven by the prevailing global prices for oil and prices for natural gas and NGLs in the United States. Prices for oil, natural gas, and NGLs have been historically volatile, and we expect this unpredictability to continue in the future. 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 use commodity derivative financial instruments to reduce our exposure to price volatility of oil and natural gas. The counterparties to the contracts are unrelated third parties. The contracts settle monthly in cash based on the difference between the fixed contract price and the market settlement price. The market settlement price is based on the NYMEX benchmark for oil and natural gas. We have not designated any of our contracts as fair value or cash flow hedges. Accordingly, the changes in fair value of the contracts are included in net income in the period of the
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change. See "Note 4 - Commodity Derivative Financial Instruments" and "Note 5 - Fair Value Measurements" to the unaudited interim consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Commodity prices have been historically volatile based upon the dynamics of supply and demand. To estimate the effect lower prices would have on our reserves, we applied a 10% discount to the SEC commodity pricing for the three months ended March 31, 2024. Applying this discount results in an approximate 2.2% reduction of proved reserve volumes as compared to the undiscounted March 31, 2024 SEC pricing scenario.
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 March 31, 2024, we had seven counterparties, all of which were rated Baa2 or better by Moody’s and are lenders under our Credit Facility.
Our principal exposure to credit risk results from receivables generated by the production activities of our operators. The inability or failure of our significant operators to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. However, we believe the credit risk associated with our operators and customers is acceptable.
Interest Rate Risk
We have exposure to changes in interest rates on our indebtedness. During the three months ended March 31, 2024, we had $0.3 million weighted average outstanding borrowings under our Credit Facility, bearing interest at a weighted average interest rate of 7.92%. The impact of a 1% increase in the interest rate on this amount of debt would have resulted in a de minimis increase in interest expense, and a corresponding decrease in our results of operations, for the three months ended March 31, 2024, assuming that our indebtedness remained constant throughout the period. We may use certain derivative instruments to hedge our exposure to variable interest rates in the future, but 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 (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 on Form 10-Q. 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 SEC. 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 March 31, 2024 to provide reasonable assurance.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2024 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
Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows, or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, readers should carefully consider the risks under the heading “Risk Factors” in our 2023 Annual Report on Form 10-K. Except to the extent updated below, there has been no material change in our risk factors from those described in our 2023 Annual Report on Form 10-K. 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth our purchases of our common units for each month during the three months ended March 31, 2024:
| Purchases of Common Units | ||||||||||||||||||||||||||
| Period | Total Number of Common Units Purchased1 | Average Price Paid Per Unit | Total Number of Common Units Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Common Units That May Yet Be Purchased Under the Plans or Programs2 | ||||||||||||||||||||||
| January 1 - January 31, 2024 | 92,614 | $ | 16.04 | — | $ | 150,000,000 | ||||||||||||||||||||
| February 1 - February 29, 2024 | 193,914 | 14.91 | — | 150,000,000 | ||||||||||||||||||||||
| March 1 - March 31, 2024 | 233 | 15.05 | — | 150,000,000 | ||||||||||||||||||||||
1 Consists of units withheld to satisfy tax withholding obligations upon the vesting of certain long-term incentive equity awards held by our executive officers and certain other employees.
2 On October 30, 2023, the Board authorized the repurchase of up to $150.0 million in common units. The repurchase program authorizes us to make repurchases on a discretionary basis as determined by management, subject to market conditions, applicable legal requirements, available liquidity, and other appropriate factors. All or a portion of any repurchases may be made under a Rule 10b5-1 plan, which would permit common units to be repurchased when we might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate us to acquire any particular amount of common units and may be modified or suspended at any time and could be terminated prior to completion.
Item 5. Other Information
During the three months ended March 31, 2024, none of our directors or executive officers adopted terminated
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| Certificate of Limited Partnership of Black Stone Minerals, L.P. (incorporated herein by reference to Exhibit 3.1 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on March 19, 2015 (SEC File No. 333-202875)). | ||||||||
| Certificate of Amendment to Certificate of Limited Partnership of Black Stone Minerals, L.P. (incorporated herein by reference to Exhibit 3.2 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on March 19, 2015 (SEC File No. 333-202875)). | ||||||||
| First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, by and among Black Stone Minerals GP, L.L.C. and Black Stone Minerals Company, L.P., (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on May 6, 2015 (SEC File No. 001-37362)). | ||||||||
| Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of April 15, 2016 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on April 19, 2016 (SEC File No. 001-37362)). | ||||||||
| Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of November 28, 2017 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No. 001-37362)). | ||||||||
Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of December 11, 2017 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on December 12, 2017 (SEC File No. 001-37362)). | ||||||||
| Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of the Black Stone Minerals, L.P., dated as of April 22, 2020 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.'s Current Report on Form 8-K filed on April 24, 2020 (SEC File No. 001-37362)). | ||||||||
Registration Rights Agreement, dated as of November 28, 2017, by and between Black Stone Minerals, L.P. and Mineral Royalties One, L.L.C. (incorporated herein by reference to Exhibit 4.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No. 001-37362)). | ||||||||
10.1^* | 2024 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Restricted Units) under the Black Stone Minerals, L.P. Long-Term Incentive Plan. | |||||||
10.2^* | 2024 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Performance Units) under the Black Stone Minerals, L.P. Long-Term Incentive Plan. | |||||||
31.1* | Certification of Chief Executive Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2* | Certification of Chief Financial Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
32.1* | Certification of Chief Executive Officer and Chief Financial Officer of Black Stone Minerals, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 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 Schema Document | |||||||
| 101.CAL* | Inline XBRL Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Definition Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. | |||||||
* Filed or furnished herewith.
^ Management contract or compensatory plan or arrangement
32
SIGNATURES
Pursuant to the requirements 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.
| BLACK STONE MINERALS, L.P. | |||||||||||
| By: | Black Stone Minerals GP, L.L.C., its general partner | ||||||||||
| Date: May 7, 2024 | By: | /s/ Thomas L. Carter, Jr. | |||||||||
| Thomas L. Carter, Jr. | |||||||||||
| President, Chief Executive Officer, and Chairman | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: May 7, 2024 | By: | /s/ Evan M. Kiefer | |||||||||
| Evan M. Kiefer | |||||||||||
| Senior Vice President, Chief Financial Officer, and Treasurer | |||||||||||
| (Principal Financial Officer) | |||||||||||
33