|
FORM
|
10-Q
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Black Stone Minerals, L.P.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
47-1846692
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
1001 Fannin Street, Suite 2020
|
|
77002
|
|
Houston,
|
Texas
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
(713)
|
445-3200
|
(Registrant’s telephone number, including area code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Units Representing Limited Partner Interests
|
|
BSM
|
|
New York Stock Exchange
|
|
|
|
Page
|
|
|
|
|
||
|
||
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||
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||
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||
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||
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|
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June 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
3,906
|
|
|
$
|
5,414
|
|
Accounts receivable
|
|
95,958
|
|
|
113,148
|
|
||
Commodity derivative assets
|
|
24,441
|
|
|
37,970
|
|
||
Prepaid expenses and other current assets
|
|
1,977
|
|
|
1,001
|
|
||
TOTAL CURRENT ASSETS
|
|
126,282
|
|
|
157,533
|
|
||
PROPERTY AND EQUIPMENT
|
|
|
|
|
|
|
||
Oil and natural gas properties, at cost, using the successful efforts method of accounting, includes unproved properties of $1,089,576 and $1,063,883 at June 30, 2019 and December 31, 2018, respectively
|
|
3,501,789
|
|
|
3,441,188
|
|
||
Accumulated depreciation, depletion, amortization, and impairment
|
|
(1,921,674
|
)
|
|
(1,865,692
|
)
|
||
Oil and natural gas properties, net
|
|
1,580,115
|
|
|
1,575,496
|
|
||
Other property and equipment, net of accumulated depreciation of $11,267 and $11,048 at June 30, 2019 and December 31, 2018, respectively
|
|
2,319
|
|
|
385
|
|
||
NET PROPERTY AND EQUIPMENT
|
|
1,582,434
|
|
|
1,575,881
|
|
||
DEFERRED CHARGES AND OTHER LONG-TERM ASSETS
|
|
15,839
|
|
|
16,710
|
|
||
TOTAL ASSETS
|
|
$
|
1,724,555
|
|
|
$
|
1,750,124
|
|
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
|
|
|
|
|
|
|||
CURRENT LIABILITIES
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
5,911
|
|
|
$
|
4,149
|
|
Accrued liabilities
|
|
39,105
|
|
|
60,089
|
|
||
Other current liabilities
|
|
957
|
|
|
528
|
|
||
TOTAL CURRENT LIABILITIES
|
|
45,973
|
|
|
64,766
|
|
||
LONG–TERM LIABILITIES
|
|
|
|
|
|
|||
Credit facility
|
|
436,000
|
|
|
410,000
|
|
||
Accrued incentive compensation
|
|
1,395
|
|
|
1,813
|
|
||
Commodity derivative liabilities
|
|
45
|
|
|
—
|
|
||
Asset retirement obligations
|
|
15,377
|
|
|
14,948
|
|
||
Other long-term liabilities
|
|
81,750
|
|
|
55,973
|
|
||
TOTAL LIABILITIES
|
|
580,540
|
|
|
547,500
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
|
|
|
|
|
|
||
MEZZANINE EQUITY
|
|
|
|
|
|
|
||
Partners' equity – Series B cumulative convertible preferred units, 14,711 and 14,711 units outstanding at June 30, 2019 and December 31, 2018, respectively
|
|
298,361
|
|
|
298,361
|
|
||
EQUITY
|
|
|
|
|
|
|||
Partners' equity – general partner interest
|
|
—
|
|
|
—
|
|
||
Partners' equity – common units, 205,956 and 108,363 units outstanding at June 30, 2019 and December 31, 2018, respectively
|
|
845,654
|
|
|
714,823
|
|
||
Partners' equity – subordinated units, zero and 96,329 units outstanding at June 30, 2019 and December 31, 2018, respectively
|
|
—
|
|
|
189,440
|
|
||
TOTAL EQUITY
|
|
845,654
|
|
|
904,263
|
|
||
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY
|
|
$
|
1,724,555
|
|
|
$
|
1,750,124
|
|
|
|
Common
units |
|
Subordinated units
|
|
Partners' equity — common units
|
|
Partners' equity — subordinated units
|
|
Total equity
|
||||||||
BALANCE AT DECEMBER 31, 2018
|
|
108,363
|
|
|
96,329
|
|
|
$
|
714,823
|
|
|
$
|
189,440
|
|
|
$
|
904,263
|
|
Repurchases of common and subordinated units
|
|
(588
|
)
|
|
—
|
|
|
(10,110
|
)
|
|
—
|
|
|
(10,110
|
)
|
|||
Issuance of common units, net of offering costs
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
|||
Issuance of common units for property acquisitions
|
|
57
|
|
|
—
|
|
|
943
|
|
|
—
|
|
|
943
|
|
|||
Restricted units granted, net of forfeitures
|
|
1,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity–based compensation
|
|
—
|
|
|
—
|
|
|
13,669
|
|
|
—
|
|
|
13,669
|
|
|||
Distributions
|
|
—
|
|
|
—
|
|
|
(40,275
|
)
|
|
(35,642
|
)
|
|
(75,917
|
)
|
|||
Charges to partners' equity for accrued distribution equivalent rights
|
|
—
|
|
|
—
|
|
|
(1,044
|
)
|
|
—
|
|
|
(1,044
|
)
|
|||
Distributions on Series B cumulative convertible preferred units
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
|
—
|
|
|
(5,250
|
)
|
|||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
7,155
|
|
|
1,862
|
|
|
9,017
|
|
|||
BALANCE AT MARCH 31, 2019
|
|
109,377
|
|
|
96,329
|
|
|
$
|
679,868
|
|
|
$
|
155,660
|
|
|
$
|
835,528
|
|
Conversion of subordinated units
|
|
96,329
|
|
|
(96,329
|
)
|
|
142,149
|
|
|
(142,149
|
)
|
|
—
|
|
|||
Repurchases of common and subordinated units
|
|
(377
|
)
|
|
—
|
|
|
(6,164
|
)
|
|
—
|
|
|
(6,164
|
)
|
|||
Restricted units granted, net of forfeitures
|
|
627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity–based compensation
|
|
—
|
|
|
—
|
|
|
3,332
|
|
|
—
|
|
|
3,332
|
|
|||
Distributions
|
|
—
|
|
|
—
|
|
|
(40,471
|
)
|
|
(35,642
|
)
|
|
(76,113
|
)
|
|||
Charges to partners' equity for accrued distribution equivalent rights
|
|
—
|
|
|
—
|
|
|
(766
|
)
|
|
—
|
|
|
(766
|
)
|
|||
Distributions on Series B cumulative convertible preferred units
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
|
—
|
|
|
(5,250
|
)
|
|||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
72,956
|
|
|
22,131
|
|
|
95,087
|
|
|||
BALANCE AT JUNE 30, 2019
|
|
205,956
|
|
|
—
|
|
|
$
|
845,654
|
|
|
$
|
—
|
|
|
$
|
845,654
|
|
|
|
Common units
|
|
Subordinated units
|
|
Partners' equity — common units
|
|
Partners' equity — subordinated units
|
|
Non-Controlling Interests
|
|
Total equity
|
||||||||||
BALANCE AT DECEMBER 31, 2017
|
|
103,456
|
|
|
95,388
|
|
|
$
|
603,116
|
|
|
$
|
164,138
|
|
|
$
|
867
|
|
|
$
|
768,121
|
|
Conversion of Series A redeemable preferred units
|
|
736
|
|
|
964
|
|
|
10,498
|
|
|
13,750
|
|
|
—
|
|
|
24,248
|
|
||||
Repurchases of common and subordinated units
|
|
(451
|
)
|
|
(23
|
)
|
|
(8,099
|
)
|
|
(342
|
)
|
|
—
|
|
|
(8,441
|
)
|
||||
Issuance of common units, net of offering costs
|
|
8
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
||||
Restricted units granted, net of forfeitures
|
|
1,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity–based compensation1
|
|
—
|
|
|
—
|
|
|
18,075
|
|
|
219
|
|
|
—
|
|
|
18,294
|
|
||||
Distributions
|
|
—
|
|
|
—
|
|
|
(32,581
|
)
|
|
(19,912
|
)
|
|
(52
|
)
|
|
(52,545
|
)
|
||||
Charges to partners' equity for accrued distribution equivalent rights
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
||||
Distributions on Series A redeemable preferred units
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(12
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Distributions on Series B cumulative convertible preferred units
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
29,592
|
|
|
12,338
|
|
|
27
|
|
|
41,957
|
|
||||
BALANCE AT MARCH 31, 2018
|
|
104,926
|
|
|
96,329
|
|
|
$
|
614,815
|
|
|
$
|
170,179
|
|
|
$
|
842
|
|
|
$
|
785,836
|
|
Repurchases of common and subordinated units
|
|
(35
|
)
|
|
—
|
|
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
||||
Issuance of common units, net of offering costs
|
|
509
|
|
|
—
|
|
|
8,929
|
|
|
—
|
|
|
—
|
|
|
8,929
|
|
||||
Restricted units granted, net of forfeitures
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity–based compensation1
|
|
—
|
|
|
—
|
|
|
8,521
|
|
|
—
|
|
|
—
|
|
|
8,521
|
|
||||
Distributions
|
|
—
|
|
|
—
|
|
|
(33,011
|
)
|
|
(20,109
|
)
|
|
(62
|
)
|
|
(53,182
|
)
|
||||
Charges to partners' equity for accrued distribution equivalent rights
|
|
—
|
|
|
—
|
|
|
(643
|
)
|
|
—
|
|
|
—
|
|
|
(643
|
)
|
||||
Distributions on Series B cumulative convertible preferred units
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
22,798
|
|
|
5,941
|
|
|
(49
|
)
|
|
28,690
|
|
||||
BALANCE AT JUNE 30, 2018
|
|
105,494
|
|
|
96,329
|
|
|
$
|
615,529
|
|
|
$
|
156,011
|
|
|
$
|
731
|
|
|
$
|
772,271
|
|
1
|
The change in Partners' equity for equity-based compensation during the six-month period ended June 30, 2018 was incorrectly allocated between Partners' equity - common units and Partners' equity - subordinated units in the Partnership's prior reports. The Partnership concluded that this error was not material to any of the prior reporting periods. As such, the revision for this correction has been made to the prior periods presented.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
104,104
|
|
|
$
|
70,647
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation, depletion, and amortization
|
|
57,558
|
|
|
58,862
|
|
||
Accretion of asset retirement obligations
|
|
554
|
|
|
542
|
|
||
Amortization of deferred charges
|
|
516
|
|
|
422
|
|
||
(Gain) loss on commodity derivative instruments
|
|
11,996
|
|
|
49,680
|
|
||
Net cash (paid) received on settlement of commodity derivative instruments
|
|
4,674
|
|
|
(10,665
|
)
|
||
Equity-based compensation
|
|
13,039
|
|
|
15,350
|
|
||
Exploratory dry hole expense
|
|
3
|
|
|
6,743
|
|
||
Deferred rent
|
|
—
|
|
|
321
|
|
||
(Gain) loss on sale of assets, net
|
|
—
|
|
|
(2
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
17,212
|
|
|
(17,915
|
)
|
||
Prepaid expenses and other current assets
|
|
(976
|
)
|
|
(428
|
)
|
||
Accounts payable, accrued liabilities, and other
|
|
(7,405
|
)
|
|
2,826
|
|
||
Settlement of asset retirement obligations
|
|
(299
|
)
|
|
(57
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
200,976
|
|
|
176,326
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Acquisitions of oil and natural gas properties
|
|
(40,676
|
)
|
|
(56,069
|
)
|
||
Additions to oil and natural gas properties
|
|
(50,121
|
)
|
|
(73,675
|
)
|
||
Additions to oil and natural gas properties leasehold costs
|
|
(871
|
)
|
|
(3,799
|
)
|
||
Purchases of other property and equipment
|
|
(2,152
|
)
|
|
(5
|
)
|
||
Proceeds from the sale of oil and natural gas properties
|
|
320
|
|
|
1,255
|
|
||
Proceeds from farmouts of oil and natural gas properties
|
|
47,487
|
|
|
41,034
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(46,013
|
)
|
|
(91,259
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Proceeds from issuance of common units, net of offering costs
|
|
(43
|
)
|
|
9,067
|
|
||
Distributions to common and subordinated unitholders
|
|
(152,030
|
)
|
|
(105,785
|
)
|
||
Distributions to Series A redeemable preferred unitholders
|
|
—
|
|
|
(690
|
)
|
||
Distributions to Series B cumulative convertible preferred unitholders
|
|
(10,500
|
)
|
|
(7,175
|
)
|
||
Distributions to noncontrolling interests
|
|
—
|
|
|
(114
|
)
|
||
Distribution equivalents paid
|
|
(2,982
|
)
|
|
—
|
|
||
Redemptions of Series A redeemable preferred units
|
|
—
|
|
|
(2,115
|
)
|
||
Repurchases of common and subordinated units
|
|
(16,916
|
)
|
|
(9,071
|
)
|
||
Borrowings under credit facility
|
|
172,500
|
|
|
175,000
|
|
||
Repayments under credit facility
|
|
(146,500
|
)
|
|
(142,000
|
)
|
||
Debt issuance costs and other
|
|
—
|
|
|
(755
|
)
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(156,471
|
)
|
|
(83,638
|
)
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
(1,508
|
)
|
|
1,429
|
|
||
CASH AND CASH EQUIVALENTS – beginning of the period
|
|
5,414
|
|
|
5,642
|
|
||
CASH AND CASH EQUIVALENTS – end of the period
|
|
$
|
3,906
|
|
|
$
|
7,071
|
|
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
||||
Interest paid
|
|
$
|
10,618
|
|
|
$
|
9,364
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Accounts receivable:
|
|
|
|
|
||||
Revenues from contracts with customers
|
|
$
|
89,727
|
|
|
$
|
107,804
|
|
Other
|
|
6,231
|
|
|
5,344
|
|
||
Total accounts receivable
|
|
$
|
95,958
|
|
|
$
|
113,148
|
|
|
Assets Acquired
|
|
Consideration Paid
|
||||||||||||||||
|
Proved
|
|
Unproved
|
|
Net Working Capital
|
|
Total Fair Value
|
|
Cash
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
February
|
$
|
173
|
|
|
$
|
8,437
|
|
|
$
|
1
|
|
|
$
|
8,611
|
|
|
$
|
8,611
|
|
March
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|||||
June
|
527
|
|
|
3,268
|
|
|
—
|
|
|
3,795
|
|
|
3,795
|
|
|||||
Total fair value
|
$
|
724
|
|
|
$
|
11,705
|
|
|
$
|
1
|
|
|
$
|
12,430
|
|
|
$
|
12,430
|
|
|
Assets Acquired
|
|
Consideration Paid
|
||||||||||||||||||||
|
Proved
|
|
Unproved
|
|
Net Working Capital
|
|
Total Fair Value
|
|
Cash
|
|
Fair Value of Common Units Issued
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
March
|
$
|
984
|
|
|
$
|
21,452
|
|
|
$
|
133
|
|
|
$
|
22,569
|
|
|
$
|
22,569
|
|
|
$
|
—
|
|
June
|
883
|
|
|
13,688
|
|
|
8
|
|
|
14,579
|
|
|
14,579
|
|
|
—
|
|
||||||
July
|
4,349
|
|
|
7,944
|
|
|
215
|
|
|
12,508
|
|
|
3,764
|
|
|
8,744
|
|
||||||
August
|
5,000
|
|
|
34,673
|
|
|
74
|
|
|
39,747
|
|
|
26,461
|
|
|
13,286
|
|
||||||
September
|
1,176
|
|
|
—
|
|
|
—
|
|
|
1,176
|
|
|
1,176
|
|
|
—
|
|
||||||
November
|
1,166
|
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|
1,166
|
|
|
—
|
|
||||||
Total fair value
|
$
|
13,558
|
|
|
$
|
77,757
|
|
|
$
|
430
|
|
|
$
|
91,745
|
|
|
$
|
69,715
|
|
|
$
|
22,030
|
|
|
|
|
|
June 30, 2019
|
||||||||||
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
|
|
$
|
26,959
|
|
|
$
|
(2,518
|
)
|
|
$
|
24,441
|
|
Long-term asset
|
|
Deferred charges and other long-term assets
|
|
7,932
|
|
|
(960
|
)
|
|
6,972
|
|
|||
Total assets
|
|
|
|
$
|
34,891
|
|
|
$
|
(3,478
|
)
|
|
$
|
31,413
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Current liability
|
|
Commodity derivative liabilities
|
|
$
|
2,518
|
|
|
$
|
(2,518
|
)
|
|
$
|
—
|
|
Long-term liability
|
|
Commodity derivative liabilities
|
|
1,005
|
|
|
(960
|
)
|
|
45
|
|
|||
Total liabilities
|
|
|
|
$
|
3,523
|
|
|
$
|
(3,478
|
)
|
|
$
|
45
|
|
|
|
|
|
December 31, 2018
|
||||||||||
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
|
|
$
|
38,746
|
|
|
$
|
(776
|
)
|
|
$
|
37,970
|
|
Long-term asset
|
|
Deferred charges and other long-term assets
|
|
11,518
|
|
|
(1,450
|
)
|
|
10,068
|
|
|||
Total assets
|
|
|
|
$
|
50,264
|
|
|
$
|
(2,226
|
)
|
|
$
|
48,038
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Current liability
|
|
Commodity derivative liabilities
|
|
$
|
776
|
|
|
$
|
(776
|
)
|
|
$
|
—
|
|
Long-term liability
|
|
Commodity derivative liabilities
|
|
1,450
|
|
|
(1,450
|
)
|
|
—
|
|
|||
Total liabilities
|
|
|
|
$
|
2,226
|
|
|
$
|
(2,226
|
)
|
|
$
|
—
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Beginning fair value of commodity derivative instruments
|
|
$
|
5,112
|
|
|
$
|
(16,986
|
)
|
|
$
|
48,038
|
|
|
$
|
(5,028
|
)
|
Gain (loss) on oil derivative instruments
|
|
7,905
|
|
|
(30,018
|
)
|
|
(31,356
|
)
|
|
(44,494
|
)
|
||||
Gain (loss) on natural gas derivative instruments
|
|
21,282
|
|
|
(3,329
|
)
|
|
19,360
|
|
|
(5,186
|
)
|
||||
Net cash paid (received) on settlements of oil derivative instruments
|
|
1,745
|
|
|
9,380
|
|
|
(2,810
|
)
|
|
14,528
|
|
||||
Net cash paid (received) on settlements of natural gas derivative instruments
|
|
(4,676
|
)
|
|
(3,090
|
)
|
|
(1,864
|
)
|
|
(3,863
|
)
|
||||
Net change in fair value of commodity derivative instruments
|
|
26,256
|
|
|
(27,057
|
)
|
|
(16,670
|
)
|
|
(39,015
|
)
|
||||
Ending fair value of commodity derivative instruments
|
|
$
|
31,368
|
|
|
$
|
(44,043
|
)
|
|
$
|
31,368
|
|
|
$
|
(44,043
|
)
|
|
|
|
|
Weighted Average Price (Per Bbl)
|
|
Range (Per Bbl)
|
|||||||||
Period and Type of Contract
|
|
Volume (Bbl)
|
|
|
Low
|
|
High
|
||||||||
Oil Swap Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Second Quarter
|
|
285,000
|
|
|
$
|
58.72
|
|
|
$
|
52.82
|
|
|
$
|
65.58
|
|
Third Quarter
|
|
855,000
|
|
|
58.37
|
|
|
52.82
|
|
|
63.75
|
|
|||
Fourth Quarter
|
|
855,000
|
|
|
58.37
|
|
|
52.82
|
|
|
63.75
|
|
|||
2020
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
390,000
|
|
|
$
|
56.97
|
|
|
$
|
54.92
|
|
|
$
|
58.65
|
|
Second Quarter
|
|
390,000
|
|
|
56.97
|
|
|
54.92
|
|
|
58.65
|
|
|||
Third Quarter
|
|
390,000
|
|
|
56.97
|
|
|
54.92
|
|
|
58.65
|
|
|||
Fourth Quarter
|
|
390,000
|
|
|
56.97
|
|
|
54.92
|
|
|
58.65
|
|
|
|
|
|
Weighted Average
Floor Price (Per Bbl)
|
|
Weighted Average
Ceiling Price (Per Bbl)
|
|||||||
Period and Type of Contract
|
|
Volume (Bbl)
|
|
|
|||||||||
Oil Collar Contracts:
|
|
|
|
|
|
|
|||||||
2019
|
|
|
|
|
|
|
|||||||
Second Quarter
|
|
20,000
|
|
|
$
|
65.00
|
|
|
$
|
74.00
|
|
||
Third Quarter
|
|
60,000
|
|
|
65.00
|
|
|
74.00
|
|
||||
Fourth Quarter
|
|
60,000
|
|
|
65.00
|
|
|
74.00
|
|
||||
2020
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
210,000
|
|
|
$
|
56.43
|
|
|
$
|
67.14
|
|
||
Second Quarter
|
|
210,000
|
|
|
56.43
|
|
|
67.14
|
|
||||
Third Quarter
|
|
210,000
|
|
|
56.43
|
|
|
67.14
|
|
||||
Fourth Quarter
|
|
210,000
|
|
|
56.43
|
|
|
67.14
|
|
|
|
|
|
Weighted Average Price (Per MMBtu)
|
|
Range (Per MMBtu)
|
|||||||||
Period and Type of Contract
|
|
Volume (MMBtu)
|
|
|
Low
|
|
High
|
||||||||
Natural Gas Swap Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Third Quarter
|
|
14,640,000
|
|
|
$
|
2.96
|
|
|
$
|
2.81
|
|
|
$
|
3.20
|
|
Fourth Quarter
|
|
14,640,000
|
|
|
2.96
|
|
|
2.81
|
|
|
3.20
|
|
|||
2020
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
8,190,000
|
|
|
$
|
2.73
|
|
|
$
|
2.72
|
|
|
$
|
2.74
|
|
Second Quarter
|
|
8,190,000
|
|
|
2.73
|
|
|
2.72
|
|
|
2.74
|
|
|||
Third Quarter
|
|
8,280,000
|
|
|
2.73
|
|
|
2.72
|
|
|
2.74
|
|
|||
Fourth Quarter
|
|
8,280,000
|
|
|
2.73
|
|
|
2.72
|
|
|
2.74
|
|
|
|
|
|
Weighted Average Price (Per Bbl)
|
|
Range (Per Bbl)
|
|||||||||
Period and Type of Contract
|
|
Volume (Bbl)
|
|
|
Low
|
|
High
|
||||||||
Oil Swap Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2020
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
120,000
|
|
|
$
|
57.68
|
|
|
$
|
57.66
|
|
|
$
|
57.70
|
|
Second Quarter
|
|
120,000
|
|
|
57.68
|
|
|
57.66
|
|
|
57.70
|
|
|||
Third Quarter
|
|
120,000
|
|
|
57.68
|
|
|
57.66
|
|
|
57.70
|
|
|||
Fourth Quarter
|
|
120,000
|
|
|
57.68
|
|
|
57.66
|
|
|
57.70
|
|
|
|
Fair Value Measurements Using
|
|
Effect of Counterparty Netting
|
|
Total
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
As of June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
34,891
|
|
|
$
|
—
|
|
|
$
|
(3,478
|
)
|
|
$
|
31,413
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
3,523
|
|
|
$
|
—
|
|
|
$
|
(3,478
|
)
|
|
$
|
45
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
50,264
|
|
|
$
|
—
|
|
|
$
|
(2,226
|
)
|
|
$
|
48,038
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
2,226
|
|
|
$
|
—
|
|
|
$
|
(2,226
|
)
|
|
$
|
—
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cash—short and long-term incentive plans
|
|
$
|
1,471
|
|
|
$
|
1,568
|
|
|
$
|
3,243
|
|
|
$
|
3,202
|
|
Equity-based compensation—restricted common and subordinated units
|
|
2,591
|
|
|
3,371
|
|
|
5,610
|
|
|
6,776
|
|
||||
Equity-based compensation—restricted performance units
|
|
637
|
|
|
5,173
|
|
|
6,257
|
|
|
7,415
|
|
||||
Board of Directors incentive plan
|
|
587
|
|
|
581
|
|
|
1,172
|
|
|
1,160
|
|
||||
Total incentive compensation expense
|
|
$
|
5,286
|
|
|
$
|
10,693
|
|
|
$
|
16,282
|
|
|
$
|
18,553
|
|
1
|
For the three months ended June 30, 2019, diluted net income (loss) attributable to common units includes distributions on Series B cumulative convertible preferred units of $5.3 million.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||||||
Potentially dilutive securities (common units):
|
|
|
|
|
|
|
|
|
||||
Series A redeemable preferred units on an as-converted basis
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
Series B cumulative convertible preferred units on an
as-converted basis
|
|
—
|
|
|
14,969
|
|
|
14,969
|
|
|
14,969
|
|
|
|
—
|
|
|
14,969
|
|
|
14,969
|
|
|
15,158
|
|
Potentially dilutive securities (subordinated units):
|
|
|
|
|
|
|
|
|
||||
Series A redeemable preferred units on an as-converted basis
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
DISTRIBUTIONS DECLARED AND PAID:
|
|
|
|
|
|
|
|
|
||||||||
Per common unit
|
|
$
|
0.3700
|
|
|
$
|
0.3125
|
|
|
$
|
0.7400
|
|
|
$
|
0.6250
|
|
Per subordinated unit
|
|
0.3700
|
|
|
0.2087
|
|
|
0.7400
|
|
|
0.4175
|
|
•
|
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;
|
•
|
our ability to identify, complete, and integrate acquisitions;
|
•
|
general economic, business, or industry conditions;
|
•
|
competition in the oil and natural gas industry;
|
•
|
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;
|
•
|
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; and
|
•
|
certain factors discussed elsewhere in this filing.
|
|
|
2019
|
|
2018
|
||||||||||||
Benchmark Prices1
|
|
Second Quarter
|
|
First Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
WTI spot oil price ($/Bbl)
|
|
$
|
58.20
|
|
|
$
|
60.19
|
|
|
$
|
74.13
|
|
|
$
|
64.87
|
|
Henry Hub spot natural gas ($/MMBtu)
|
|
$
|
2.42
|
|
|
$
|
2.73
|
|
|
$
|
2.96
|
|
|
$
|
2.81
|
|
1
|
Source: EIA
|
|
|
2019
|
|
2018
|
||||||||
U.S. Rotary Rig Count1
|
|
Second Quarter
|
|
First Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||
Oil
|
|
793
|
|
|
816
|
|
|
858
|
|
|
797
|
|
Natural gas
|
|
173
|
|
|
190
|
|
|
187
|
|
|
194
|
|
Other
|
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Total
|
|
967
|
|
|
1,006
|
|
|
1,047
|
|
|
993
|
|
1
|
Source: Baker Hughes Incorporated
|
|
|
2019
|
|
2018
|
||||||||
Region1
|
|
Second Quarter
|
|
First Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||
East
|
|
526
|
|
|
210
|
|
|
460
|
|
|
229
|
|
Midwest
|
|
568
|
|
|
241
|
|
|
455
|
|
|
266
|
|
Mountain
|
|
134
|
|
|
64
|
|
|
139
|
|
|
87
|
|
Pacific
|
|
255
|
|
|
113
|
|
|
257
|
|
|
166
|
|
South Central
|
|
907
|
|
|
502
|
|
|
841
|
|
|
606
|
|
Total
|
|
2,390
|
|
|
1,130
|
|
|
2,152
|
|
|
1,354
|
|
1
|
Source: EIA
|
•
|
volumes of oil and natural gas produced;
|
•
|
commodity prices including the effect of derivative instruments; and
|
•
|
Adjusted EBITDA and Distributable cash flow.
|
•
|
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
|
•
|
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.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net income (loss)
|
|
$
|
95,087
|
|
|
$
|
28,690
|
|
|
$
|
104,104
|
|
|
$
|
70,647
|
|
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion, and amortization
|
|
29,725
|
|
|
30,292
|
|
|
57,558
|
|
|
58,862
|
|
||||
Interest expense
|
|
5,652
|
|
|
5,280
|
|
|
11,177
|
|
|
9,801
|
|
||||
Income tax expense (benefit)
|
|
35
|
|
|
(446
|
)
|
|
166
|
|
|
1,061
|
|
||||
Accretion of asset retirement obligations
|
|
277
|
|
|
273
|
|
|
554
|
|
|
542
|
|
||||
Equity–based compensation
|
|
3,816
|
|
|
9,124
|
|
|
13,039
|
|
|
15,350
|
|
||||
Unrealized (gain) loss on commodity derivative instruments
|
|
(26,256
|
)
|
|
27,057
|
|
|
16,670
|
|
|
39,015
|
|
||||
Adjusted EBITDA
|
|
108,336
|
|
|
100,270
|
|
|
203,268
|
|
|
195,278
|
|
||||
Adjustments to reconcile to Distributable cash flow:
|
|
|
|
|
|
|
|
|
||||||||
Change in deferred revenue
|
|
294
|
|
|
(1
|
)
|
|
(10
|
)
|
|
1,302
|
|
||||
Cash interest expense
|
|
(5,392
|
)
|
|
(4,969
|
)
|
|
(10,661
|
)
|
|
(9,285
|
)
|
||||
(Gain) loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Estimated replacement capital expenditures1
|
|
—
|
|
|
(2,750
|
)
|
|
(2,750
|
)
|
|
(6,000
|
)
|
||||
Cash paid to noncontrolling interests
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(114
|
)
|
||||
Preferred unit distributions
|
|
(5,250
|
)
|
|
(5,250
|
)
|
|
(10,500
|
)
|
|
(10,525
|
)
|
||||
Distributable cash flow
|
|
$
|
97,988
|
|
|
$
|
87,238
|
|
|
$
|
179,347
|
|
|
$
|
170,654
|
|
1
|
The Board established a replacement capital expenditure estimate of $13.0 million for the period of April 1, 2017 to March 31, 2018 and $11.0 million for the period of April 1, 2018 to March 31, 2019. No replacement capital expenditure estimate will be established for periods subsequent to March 31, 2019.
|
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(Dollars in thousands, except for realized prices)
|
|||||||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil and condensate (MBbls)
|
|
1,316
|
|
|
1,183
|
|
|
133
|
|
|
11.2
|
%
|
|||
Natural gas (MMcf)1
|
|
20,594
|
|
|
17,311
|
|
|
3,283
|
|
|
19.0
|
%
|
|||
Equivalents (MBoe)
|
|
4,748
|
|
|
4,068
|
|
|
680
|
|
|
16.7
|
%
|
|||
Equivalents/day (MBoe)
|
|
52.2
|
|
|
44.7
|
|
|
7.5
|
|
|
16.8
|
%
|
|||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate sales
|
|
$
|
74,072
|
|
|
$
|
77,225
|
|
|
$
|
(3,153
|
)
|
|
(4.1
|
)%
|
Natural gas and natural gas liquids sales1
|
|
53,642
|
|
|
53,854
|
|
|
(212
|
)
|
|
(0.4
|
)%
|
|||
Lease bonus and other income
|
|
6,717
|
|
|
11,577
|
|
|
(4,860
|
)
|
|
(42.0
|
)%
|
|||
Revenue from contracts with customers
|
|
134,431
|
|
|
142,656
|
|
|
(8,225
|
)
|
|
(5.8
|
)%
|
|||
Gain (loss) on commodity derivative instruments
|
|
29,187
|
|
|
(33,347
|
)
|
|
62,534
|
|
|
187.5
|
%
|
|||
Total revenue
|
|
$
|
163,618
|
|
|
$
|
109,309
|
|
|
$
|
54,309
|
|
|
49.7
|
%
|
Realized prices, without derivatives:
|
|
|
|
|
|
|
|
|
|
|
|||||
Oil and condensate ($/Bbl)
|
|
$
|
56.30
|
|
|
$
|
65.28
|
|
|
$
|
(8.98
|
)
|
|
(13.8
|
)%
|
Natural gas ($/Mcf)1
|
|
2.60
|
|
|
3.11
|
|
(0.51
|
)
|
|
(16.4
|
)%
|
||||
Equivalents ($/Boe)
|
|
$
|
26.90
|
|
|
$
|
32.22
|
|
|
$
|
(5.32
|
)
|
|
(16.5
|
)%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease operating expense
|
|
$
|
3,849
|
|
|
$
|
4,290
|
|
|
$
|
(441
|
)
|
|
(10.3
|
)%
|
Production costs and ad valorem taxes
|
|
14,450
|
|
|
14,373
|
|
|
77
|
|
|
0.5
|
%
|
|||
Exploration expense
|
|
304
|
|
|
6,745
|
|
|
(6,441
|
)
|
|
(95.5
|
)%
|
|||
Depreciation, depletion, and amortization
|
|
29,725
|
|
|
30,292
|
|
|
(567
|
)
|
|
(1.9
|
)%
|
|||
General and administrative
|
|
14,347
|
|
|
19,812
|
|
|
(5,465
|
)
|
|
(27.6
|
)%
|
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.
|
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(Dollars in thousands, except for realized prices)
|
|||||||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil and condensate (MBbls)
|
|
2,424
|
|
|
2,372
|
|
|
52
|
|
|
2.2
|
%
|
|||
Natural gas (MMcf)1
|
|
39,209
|
|
|
33,052
|
|
|
6,157
|
|
|
18.6
|
%
|
|||
Equivalents (MBoe)
|
|
8,959
|
|
|
7,881
|
|
|
1,078
|
|
|
13.7
|
%
|
|||
Equivalents/day (MBoe)
|
|
49.5
|
|
|
43.5
|
|
|
6.0
|
|
|
13.8
|
%
|
|||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Oil and condensate sales
|
|
$
|
131,776
|
|
|
$
|
150,208
|
|
|
$
|
(18,432
|
)
|
|
(12.3
|
)%
|
Natural gas and natural gas liquids sales1
|
|
115,282
|
|
|
107,099
|
|
|
8,183
|
|
|
7.6
|
%
|
|||
Lease bonus and other income
|
|
12,362
|
|
|
16,176
|
|
|
(3,814
|
)
|
|
(23.6
|
)%
|
|||
Revenue from contracts with customers
|
|
259,420
|
|
|
273,483
|
|
|
(14,063
|
)
|
|
(5.1
|
)%
|
|||
Gain (loss) on commodity derivative instruments
|
|
(11,996
|
)
|
|
(49,680
|
)
|
|
37,684
|
|
|
75.9
|
%
|
|||
Total revenue
|
|
$
|
247,424
|
|
|
$
|
223,803
|
|
|
$
|
23,621
|
|
|
10.6
|
%
|
Realized prices, without derivatives:
|
|
|
|
|
|
|
|
|
|
|
|||||
Oil and condensate ($/Bbl)
|
|
$
|
54.37
|
|
|
$
|
63.33
|
|
|
$
|
(8.96
|
)
|
|
(14.1
|
)%
|
Natural gas ($/Mcf)1
|
|
2.94
|
|
|
3.24
|
|
|
(0.30
|
)
|
|
(9.3
|
)%
|
|||
Equivalents ($/Boe)
|
|
$
|
27.58
|
|
|
$
|
32.65
|
|
|
$
|
(5.07
|
)
|
|
(15.5
|
)%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease operating expense
|
|
$
|
9,141
|
|
|
$
|
8,538
|
|
|
$
|
603
|
|
|
7.1
|
%
|
Production costs and ad valorem taxes
|
|
29,042
|
|
|
29,298
|
|
|
(256
|
)
|
|
(0.9
|
)%
|
|||
Exploration expense
|
|
308
|
|
|
6,748
|
|
|
(6,440
|
)
|
|
(95.4
|
)%
|
|||
Depreciation, depletion, and amortization
|
|
57,558
|
|
|
58,862
|
|
|
(1,304
|
)
|
|
(2.2
|
)%
|
|||
General and administrative
|
|
35,561
|
|
|
38,333
|
|
|
(2,772
|
)
|
|
(7.2
|
)%
|
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.
|
|
|
Six Months Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(in thousands)
|
|
|
||||||||
Cash flows provided by operating activities
|
|
$
|
200,976
|
|
|
$
|
176,326
|
|
|
$
|
24,650
|
|
Cash flows used in investing activities
|
|
(46,013
|
)
|
|
(91,259
|
)
|
|
45,246
|
|
|||
Cash flows used in financing activities
|
|
(156,471
|
)
|
|
(83,638
|
)
|
|
(72,833
|
)
|
•
|
operator's diversion of drilling capital to other areas, where our royalty interest is less meaningful or nonexistent;
|
•
|
adverse changes to the operators' financial positions;
|
•
|
unanticipated geographic or environmental constraints in the Shelby Trough; or
|
•
|
delay or cancellation of construction or operation of LNG export facilities in the Gulf of Mexico.
|
Purchases of Common Units
|
||||||||||||||
Period
|
|
Total Number of Common Units Purchased
|
|
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 Programs
|
||||||
May 1 - May 31, 20191
|
|
240,241
|
|
|
$
|
16.60
|
|
|
—
|
|
|
$
|
72,992,543
|
|
June 1 - June 30, 20192
|
|
136,665
|
|
|
15.90
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136,665
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70,819,075
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1
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Consists of units withheld to satisfy tax withholding obligations upon the vesting of certain restricted common units held by our executive officers and certain other employees.
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2
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On November 5, 2018, the board of directors of our general partner authorized the repurchase of up to $75.0 million in
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Exhibit Number
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Description
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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)).
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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)).
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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)).
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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)).
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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)).
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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)).
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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)).
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Certification of Chief Executive Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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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
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*101.INS
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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.
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*101.SCH
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Inline XBRL Schema Document
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*101.CAL
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Inline XBRL Calculation Linkbase Document
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*101.LAB
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Inline XBRL Label Linkbase Document
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*101.PRE
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Inline XBRL Presentation Linkbase Document
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*101.DEF
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Inline XBRL Definition Linkbase Document
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*104
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Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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*
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Filed or furnished herewith.
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BLACK STONE MINERALS, L.P.
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||
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||
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By:
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Black Stone Minerals GP, L.L.C.,
its general partner
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Date: August 6, 2019
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By:
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/s/ Thomas L. Carter, Jr.
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Thomas L. Carter, Jr.
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Chief Executive Officer and Chairman
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(Principal Executive Officer)
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Date: August 6, 2019
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By:
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/s/ Jeffrey P. Wood
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Jeffrey P. Wood
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President and Chief Financial Officer
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(Principal Financial Officer)
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1.
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I have reviewed this report on Form 10-Q of Black Stone Minerals, L.P. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 6, 2019
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/s/ Thomas L. Carter, Jr.
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Thomas L. Carter, Jr.
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Chief Executive Officer
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Black Stone Minerals GP, L.L.C.,
the general partner of Black Stone Minerals, L.P.
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1.
|
I have reviewed this report on Form 10-Q of Black Stone Minerals, L.P. (the “registrant”);
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 6, 2019
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/s/ Jeffrey P. Wood
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|
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Jeffrey P. Wood
|
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|
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President and Chief Financial Officer
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Black Stone Minerals GP, L.L.C.,
the general partner of Black Stone Minerals, L.P.
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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Date: August 6, 2019
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/s/ Thomas L. Carter, Jr.
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|
|
Thomas L. Carter, Jr.
Chief Executive Officer
Black Stone Minerals GP, L.L.C.,
the general partner of Black Stone Minerals, L.P.
|
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|
|
|
|
Date: August 6, 2019
|
|
/s/ Jeffrey P. Wood
|
|
|
|
Jeffrey P. Wood
President and Chief Financial Officer
Black Stone Minerals GP, L.L.C.,
the general partner of Black Stone Minerals, L.P.
|
|