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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38005

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

1311
(Primary Standard Industrial
Classification Code Number)

47-5505475
(I.R.S. Employer
Identification No.)

777 Taylor Street, Suite 810

Fort Worth, Texas 76102

(817) 945-9700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading symbol(s)

Name of exchange on which registered:

Common Units Representing Limited Partner Interests

KRP

New York Stock Exchange

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 such files). Yes   No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

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 Exchange Act). Yes  No 

As of July 26, 2024, the registrant had outstanding 80,969,651 common units representing limited partner interests and 14,524,120 Class B units representing limited partner interests.

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30, 

December 31, 

2024

2023

ASSETS

Current assets

Cash and cash equivalents

$

30,945,157

$

30,992,670

Oil, natural gas and NGL receivables

53,218,203

59,020,471

Derivative assets

2,378,353

11,427,735

Accounts receivable and other current assets

2,389,179

1,699,536

Total current assets

88,930,892

103,140,412

Property and equipment, net

444,335

589,895

Oil and natural gas properties

Oil and natural gas properties, using full cost method of accounting ($155,984,953 and $222,712,844 excluded from depletion at June 30, 2024 and December 31, 2023, respectively)

2,048,711,692

2,048,690,088

Less: accumulated depreciation, depletion and impairment

(903,995,713)

(827,033,944)

Total oil and natural gas properties, net

1,144,715,979

1,221,656,144

Right-of-use assets, net

2,016,364

2,189,243

Derivative assets

412,015

2,888,051

Loan origination costs, net

6,281,710

7,325,471

Total assets

$

1,242,801,295

$

1,337,789,216

LIABILITIES, MEZZANINE EQUITY AND UNITHOLDERS' EQUITY

Current liabilities

Accounts payable

$

6,501,900

$

6,594,736

Other current liabilities

8,976,730

6,173,314

Derivative liabilities

178,879

208,710

Total current liabilities

15,657,509

12,976,760

Operating lease liabilities, excluding current portion

1,701,904

1,887,693

Derivative liabilities

1,098,534

60,094

Long-term debt

265,759,776

294,200,000

Other liabilities

135,420

197,917

Total liabilities

284,353,143

309,322,464

Commitments and contingencies (Note 16)

Mezzanine equity:

Series A preferred units (325,000 units issued and outstanding as of June 30, 2024 and December 31, 2023)

315,212,857

314,423,572

Kimbell Royalty Partners, LP unitholders' equity:

Common units (80,969,651 units and 73,851,458 units issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)

722,151,755

670,530,748

Class B units (14,524,120 units and 20,847,295 units issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)

726,206

1,042,365

Total Kimbell Royalty Partners, LP unitholders' equity

722,877,961

671,573,113

Non-controlling (deficit) interest in OpCo

(79,642,666)

42,470,067

Total unitholders' equity

643,235,295

714,043,180

Total liabilities, mezzanine equity and unitholders' equity

$

1,242,801,295

$

1,337,789,216

The accompanying notes are an integral part of these consolidated financial statements.

1

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Revenue

Oil, natural gas and NGL revenues

$

76,959,173

$

56,981,614

$

164,458,682

$

114,398,373

Lease bonus and other income

659,980

2,041,189

1,098,776

2,478,526

(Loss) gain on commodity derivative instruments, net

(1,046,261)

1,729,459

(6,750,622)

10,791,835

Total revenues

76,572,892

60,752,262

158,806,836

127,668,734

Costs and expenses

Production and ad valorem taxes

5,576,798

5,404,955

12,108,699

9,682,159

Depreciation and depletion expense

33,023,934

19,656,855

71,190,740

37,220,503

Impairment of oil and natural gas properties

5,963,575

Marketing and other deductions

3,827,646

2,907,459

8,390,590

5,669,498

General and administrative expense

10,252,123

7,925,159

19,700,004

16,203,426

Consolidated variable interest entities related:

General and administrative expense

219,473

927,699

Total costs and expenses

52,680,501

36,113,901

117,353,608

69,703,285

Operating income

23,892,391

24,638,361

41,453,228

57,965,449

Other (expense) income

Interest expense

(6,946,580)

(6,341,118)

(14,247,910)

(11,804,522)

Loss on extinguishment of debt

(480,244)

(480,244)

Other expense

(180,765)

(180,765)

Consolidated variable interest entities related:

Interest earned on marketable securities in trust account

1,069,854

3,508,691

Net income before income taxes

16,945,811

18,706,088

27,205,318

49,008,609

Income tax expense

1,759,282

909,057

2,681,850

2,312,040

Net income

15,186,529

17,797,031

24,523,468

46,696,569

Distribution and accretion on Series A preferred units

(5,243,004)

(10,499,291)

Net income and distributions and accretion on Series A preferred units attributable to non-controlling interests

(1,512,360)

(4,297,442)

(2,403,209)

(9,860,860)

Distribution on Class B units

(20,847)

(31,601)

(41,694)

(47,085)

Net income attributable to common units of Kimbell Royalty Partners, LP

$

8,410,318

$

13,467,988

$

11,579,274

$

36,788,624

Net income per unit attributable to common units of Kimbell Royalty Partners, LP

Basic

$

0.11

$

0.24

$

0.16

$

0.61

Diluted

$

0.11

$

0.23

$

0.16

$

0.59

Weighted average number of common units outstanding

Basic

74,834,777

63,274,492

73,473,416

62,910,053

Diluted

116,593,560

82,959,981

116,395,698

81,263,101

The accompanying notes are an integral part of these consolidated financial statements.

2

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY

(Unaudited)

Six Months Ended June 30, 2024

Non-controlling

   

Common Units

   

Amount

   

Class B Units

   

Amount

Interest (Deficit)
in OpCo

Total

Balance at January 1, 2024

73,851,458

$

670,530,748

20,847,295

$

1,042,365

$

42,470,067

$

714,043,180

Restricted units repurchased for tax withholding

(292,484)

(4,914,149)

(4,914,149)

Unit-based compensation

1,087,502

3,684,080

3,684,080

Distributions to unitholders

(32,097,985)

(9,462,525)

(41,560,510)

Distribution and accretion on Series A preferred units

(4,108,784)

(1,147,503)

(5,256,287)

Distribution on Class B units

(20,847)

(20,847)

Net income

7,298,587

2,038,352

9,336,939

Balance at March 31, 2024

74,646,476

640,371,650

20,847,295

1,042,365

33,898,391

675,312,406

Conversion of Class B units to common units

6,323,175

104,838,242

(6,323,175)

(316,159)

(104,838,242)

(316,159)

Unit-based compensation

5,108,318

5,108,318

Distributions to unitholders

(36,576,773)

(10,215,175)

(46,791,948)

Distribution and accretion on Series A preferred units

(4,445,570)

(797,434)

(5,243,004)

Distribution on Class B units

(20,847)

(20,847)

Net income

12,876,735

2,309,794

15,186,529

Balance at June 30, 2024

80,969,651

$

722,151,755

14,524,120

$

726,206

$

(79,642,666)

$

643,235,295

3

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY — (Continued)

(Unaudited)

Six Months Ended June 30, 2023

Non-controlling

   

Common Units

   

Amount

   

Class B Units

   

Amount

(Deficit) Interest
in OpCo

Total

Balance at January 1, 2023

64,231,833

$

601,841,776

15,484,400

$

774,220

$

(26,106,320)

$

576,509,676

Restricted units repurchased for tax withholding

(279,662)

(4,851,962)

(4,851,962)

Unit-based compensation

998,162

3,170,000

3,170,000

Distributions to unitholders

(31,176,160)

(7,436,615)

(38,612,775)

Distribution on Class B units

(15,484)

(15,484)

Net income

23,336,120

5,563,418

28,899,538

Balance at March 31, 2023

64,950,333

592,304,290

15,484,400

774,220

(27,979,517)

565,098,993

Units issued for acquisition

557,302

8,654,900

5,369,218

268,461

83,383,956

92,307,317

Unit-based compensation

3,289,740

3,289,740

Distributions to unitholders

(22,732,617)

(5,349,476)

(28,082,093)

Distribution on Class B units

(31,601)

(31,601)

Accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

1,192,969

379,768

1,572,737

Net income

13,499,589

4,297,442

17,797,031

Balance at June 30, 2023

65,507,635

$

596,177,270

20,853,618

$

1,042,681

$

54,732,173

$

651,952,124

The accompanying notes are an integral part of these consolidated financial statements.

4

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30, 

2024

   

2023

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

24,523,468

$

46,696,569

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and depletion expense

71,190,740

37,220,503

Impairment of oil and natural gas properties

5,963,575

Amortization of right-of-use assets

172,879

167,658

Amortization of loan origination costs

1,060,260

1,008,830

Loss on extinguishment of debt

480,244

Unit-based compensation

8,792,398

6,459,740

Loss (gain) on derivative instruments, net of settlements

12,534,027

(15,100,314)

Changes in operating assets and liabilities:

Oil, natural gas and NGL receivables

5,802,268

1,987,323

Accounts receivable and other current assets

(689,643)

427,105

Accounts payable

(39,409)

159,557

Other current liabilities

2,803,415

3,431,295

Operating lease liabilities

(185,789)

(170,331)

Consolidated variable interest entities related:

Interest earned on marketable securities in trust account

(3,508,691)

Other assets and liabilities

(687,353)

Net cash provided by operating activities

131,928,189

78,572,135

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(109,484)

(72,123)

Purchase of oil and natural gas properties

(21,605)

(44,175,131)

Proceeds from trust of variable interest entity

930,850

Consolidated variable interest entities related:

Cash paid for transaction costs

31,553

Cash received from investments held in trust

243,167,434

Net cash (used in) provided by investing activities

(131,089)

199,882,583

CASH FLOWS FROM FINANCING ACTIVITIES

Contributions from Class B unitholders

268,461

Redemption of Class B contributions on converted units

(316,159)

Distribution to common unitholders

(68,674,758)

(53,908,777)

Distribution to OpCo unitholders

(19,677,700)

(12,786,091)

Distribution on Series A preferred units

(9,763,430)

Distribution on Class B units

(41,694)

(47,085)

Borrowings on long-term debt

4,959,776

59,084,089

Repayments on long-term debt

(33,400,000)

(22,500,000)

Payment of loan origination costs

(16,499)

(4,793,368)

Restricted units repurchased for tax withholding

(4,914,149)

(4,851,962)

Consolidated variable interest entities related:

Redemption of Kimbell Tiger Acquisition Corporation equity units

(243,167,434)

Net cash used in financing activities

(131,844,613)

(282,702,167)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(47,513)

(4,247,449)

CASH AND CASH EQUIVALENTS, beginning of period

30,992,670

25,026,568

CASH AND CASH EQUIVALENTS, end of period

$

30,945,157

$

20,779,119

5

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

(Unaudited)

Six Months Ended June 30, 

2024

   

2023

Supplemental cash flow information:

Cash paid for interest

$

13,325,254

$

10,963,296

Non-cash investing and financing activities:

Units issued in exchange for oil and natural gas properties

$

$

92,038,856

Noncash deemed distribution to Series A preferred units

$

789,285

$

Distribution on Series A preferred units in accounts payable

$

4,848,361

$

Recognition of tenant improvement asset

$

62,500

$

62,500

Consolidated variable interest entities related:

Reduction of deferred underwriting commission associated with redemption of Kimbell Tiger Acquisition Corporation equity units

$

$

(8,050,000)

The accompanying notes are an integral part of these consolidated financial statements.

6

Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” the “Partnership,” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” or “OpCo” refer to Kimbell Royalty Operating, LLC. References to the “General Partner” refer to Kimbell Royalty GP, LLC. References to “Kimbell Operating” refer to Kimbell Operating Company, LLC, a wholly owned subsidiary of the General Partner. References to the “Sponsors” refer to affiliates of the Partnership’s founders, Ben J. Fortson, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of the Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to the Partnership.

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Organization

Kimbell Royalty Partners, LP is a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. The Partnership has elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, the Partnership is entitled to a portion of the revenues received from the production of oil, natural gas and associated natural gas liquids (“NGL”) from the acreage underlying its interests, net of post-production expenses and taxes. The Partnership is not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. The Partnership’s primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, its Sponsors and the Contributing Parties, and from organic growth through the continued development by working interest owners of the properties in which it owns an interest.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As a result, the accompanying unaudited interim consolidated financial statements do not include all disclosures required for complete annual 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 Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), which contains a summary of the Partnership’s significant accounting policies and other disclosures. In the opinion of management of the General Partner, the unaudited interim consolidated financial statements contain all adjustments necessary to fairly present the financial position and results of operations for the interim periods in accordance with GAAP and all adjustments are of a normal recurring nature. The accompanying unaudited interim consolidated financial statements include the accounts of the Partnership and its consolidated subsidiaries. All material intercompany balances and transactions are eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates.

Segment Reporting

The Partnership operates in a 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 operating decision maker allocates resources and assesses performance based upon financial information of the Partnership as a whole.

7

Global Conflicts

In February 2022, Russia invaded Ukraine and is still engaged in active armed conflict against the country. In October 2023, armed active conflict escalated in the Middle East between Israel and Hamas and is still active. In April 2024, Iran launched an attack on Israel, further escalating the regional conflict in the Middle East. These conflicts and the sanctions imposed in response have led to regional instability and caused dramatic fluctuations in global financial markets and have increased the level of global economic and political uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has increased volatility in commodity prices. To date, the Partnership has not experienced a material impact to operations or the consolidated financial statements as a result of these conflicts; however, the Partnership will continue to monitor for events that could materially impact them.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

For a description of the Partnership’s significant accounting policies, see Note 2 of the consolidated financial statements included in the Partnership’s 2023 Form 10-K, as well as the items noted below. There have been no substantial changes in such policies or the application of such policies during the three and six months ended June 30, 2024.

Consolidation

The Partnership analyzes whether it has a variable interest in an entity and whether that entity is a variable interest entity (“VIE”) to determine whether it is required to consolidate those entities. The Partnership performs the variable interest analysis for all entities in which it has a potential variable interest, which primarily consist of all entities with respect to which the Partnership serves as the sponsor, general partner or managing member, and general partner entities not wholly owned by the Partnership. If the Partnership has a variable interest in the entity and the entity is a VIE, it will also analyze whether the Partnership is the primary beneficiary of this entity and whether consolidation is required.

In evaluating whether it has a variable interest in the entity, the Partnership reviews the equity ownership and the extent to which it absorbs risk created and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate with the level of effort required to provide services. Fees received by the Partnership are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length and (iii) the Partnership’s other economic interests in the VIE held directly and indirectly through its related parties, as well as economic interests held by related parties under common control, where applicable, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. Evaluation of these criteria requires judgment.

For entities determined to be VIEs, the Partnership must then evaluate whether it is the primary beneficiary of such VIEs. To make this determination, the Partnership evaluates its economic interests in the entity specifically determining if the Partnership has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (the “benefits”). When making the determination on whether the benefits received from an entity are significant, the Partnership considers the total economics of the entity and analyzes whether the Partnership’s share of the economics is significant. The Partnership utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

VIEs of which the Partnership is the primary beneficiary have been included in the Partnership’s consolidated financial statements. The portion of the consolidated subsidiaries owned by third parties and any related activity is eliminated through non-controlling interests in the consolidated balance sheets and income (loss) attributable to non-controlling interests in the consolidated statements of operations.

Investments Held in Trust by Consolidated Variable Interest Entities

Investments held in trust represented funds raised by Kimbell Tiger Acquisition Corporation (“TGR”), a consolidated special purpose acquisition company, through TGR’s initial public offering. These funds were held in an

8

actively-traded money market fund, which invested in U.S. Treasury securities. Investments held in trust were classified as trading securities and were presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in other income (expense)—interest earned on marketable securities in trust account on the accompanying unaudited interim consolidated statements of operations. Interest earned on marketable securities in trust account was $1.1 million and $3.5 million for the three and six months ended June 30, 2023, respectively. As discussed further in Note 4, the Partnership completed the dissolution and deconsolidation of TGR (along with related entities) on June 30, 2023.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” The amendments in this update apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The Partnership is currently evaluating the impact of the adoption of this update, but does not believe it will have a material impact on its financial position, results of operations or liquidity.

NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS

The Partnership has the right to receive revenues from oil, natural gas and NGL sales obtained by the operator of the wells in which the Partnership owns a mineral or royalty interest. Revenue is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Partnership’s contracts are tied to a market index.

The Partnership’s oil, natural gas and NGL sales contracts are generally structured whereby the producer of the properties in which the Partnership owns a mineral or royalty interest sells the Partnership’s proportionate share of oil, natural gas and NGL production to the purchaser and the Partnership collects its percentage royalty based on the revenue generated by the sale of the oil, natural gas and NGL. In this scenario, the Partnership recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Partnership’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.

The following table disaggregates the Partnership’s oil, natural gas and NGL revenues for the following periods:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

2024

    

2023

Oil revenue

$

53,405,154

$

39,809,883

$

115,033,027

$

72,810,169

Natural gas revenue

14,070,601

11,539,982

28,625,174

31,188,764

NGL revenue

9,483,418

5,631,749

20,800,481

10,399,440

Total Oil, natural gas and NGL revenues

$

76,959,173

$

56,981,614

$

164,458,682

$

114,398,373

9

NOTE 4ACQUISITIONS AND SPECIAL PURPOSE ACQUISITION COMPANY

Acquisitions

On September 13, 2023, the Partnership completed the acquisition of all issued and outstanding membership interests of Cherry Creek Minerals LLC pursuant to a securities purchase agreement with LongPoint Minerals II, LLC (the “LongPoint Acquisition”) in a cash transaction valued at approximately $455.0 million. The Partnership funded the cash transaction with borrowings under its secured revolving credit facility and net proceeds from the Preferred Unit Transaction (as defined in Note 10—Preferred Units). The adjusted purchase price of the LongPoint Acquisition includes the total cash consideration of $455.0 million, transactional costs of $7.4 million and less $16.6 million of post-effective net oil, natural gas and NGL revenues earned prior to the closing date. The LongPoint Acquisition was accounted for as an asset acquisition and the allocation of the purchase price was $198.2 million to proved properties and $247.6 million to unevaluated properties.

On May 17, 2023, the Partnership completed the acquisition of certain mineral and royalty assets held by MB Minerals, L.P. and certain of its affiliates (the “MB Minerals Acquisition”). The aggregate consideration for the MB Minerals Acquisition consisted of (i) approximately $48.8 million in cash and (ii) the issuance of (a) 5,369,218 common units of the Operating Company (“OpCo common units”) and an equal number of Class B units representing limited partnership interests in the Partnership (“Class B Units”) and (b) 557,302 common units representing limited partner interests in the Partnership (“common units”). The Partnership funded the cash payment of the purchase price with borrowings under its secured revolving credit facility. The assets acquired in the MB Minerals Acquisition are located in Howard and Borden Counties, Texas. The MB Minerals Acquisition was accounted for as an asset acquisition and the allocation of the purchase price was $60.8 million to proved properties and $74.9 million to unevaluated properties.

Special Purpose Acquisition Company

On February 8, 2022, the Partnership’s previously dissolved special purpose acquisition company and subsidiary, TGR, consummated its $230 million initial public offering. Under the terms of TGR’s governing documents, TGR had until May 8, 2023 to complete a business combination, subject to an option to extend such deadline.

On May 22, 2023, as a result of TGR’s inability to consummate an initial business combination on or prior to May 8, 2023, and pursuant to the terms of its organizational documents, TGR redeemed all of its outstanding shares of Class A common stock of TGR, par value $0.0001 per share (the “Class A common stock”), included as part of the units issued in its initial public offering. The Class A common stock was redeemed on June 22, 2023 and the Partnership completed the dissolution and deconsolidation of TGR (along with related entities) on June 30, 2023 in accordance with the terms of its organizational documents.

NOTE 5DERIVATIVES

Commodity Derivatives

The Partnership’s ongoing operations expose it to changes in the market price for oil and natural gas. To mitigate the inherent commodity price risk associated with its operations, the Partnership uses oil and natural gas commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts and other contractual arrangements. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty.

As of June 30, 2024, the Partnership’s commodity derivative contracts consisted of fixed price swaps, under which the Partnership receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.

The Partnership’s oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and its natural gas fixed price swap transactions are settled based upon the last scheduled trading day for the first nearby month futures contract corresponding to the relevant contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month. Changes in the fair values of the Partnership’s commodity derivative instruments are recognized as gains or losses in the

10

current period and are presented on a net basis within revenue in the accompanying unaudited interim consolidated statements of operations.

The Partnership has not designated any of its derivative contracts as hedges for accounting purposes. Changes in the fair value consisted of the following:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Beginning fair value of derivative instruments

$

5,309,268

$

175,525

$

14,046,982

$

(12,324,076)

(Loss) gain on commodity derivative instruments, net

(1,046,261)

1,729,459

(6,750,622)

10,791,835

Net cash (received) paid on settlements of derivative instruments

(2,750,052)

871,254

(5,783,405)

4,308,479

Ending fair value of derivative instruments

$

1,512,955

$

2,776,238

$

1,512,955

$

2,776,238

The following table presents the fair value of the Partnership’s derivative contracts for the periods indicated:

June 30, 

December 31, 

Classification

Balance Sheet Location

2024

2023

Assets:

Current assets

Derivative assets

$

2,378,353

$

11,427,735

Long-term assets

Derivative assets

412,015

2,888,051

Liabilities:

Current liabilities

Derivative liabilities

(178,879)

(208,710)

Long-term liabilities

Derivative liabilities

(1,098,534)

(60,094)

$

1,512,955

$

14,046,982

As of June 30, 2024, the Partnership’s open commodity derivative contracts consisted of the following:

Oil Price Swaps

Notional

Weighted Average

Range (per Bbl)

Volumes (Bbl)

Fixed Price (per Bbl)

Low

High

July 2024 - December 2024

284,096

$

75.74

$

69.30

$

80.80

January 2025 - December 2025

563,526

$

70.36

$

64.35

$

77.01

January 2026 - June 2026

295,392

$

70.58

$

70.38

$

70.78

Natural Gas Price Swaps

Notional

Weighted Average

Range (per MMBtu)

Volumes (MMBtu)

Fixed Price (per MMBtu)

Low

High

July 2024 - December 2024

2,661,652

$

4.08

$

3.27

$

4.48

January 2025 - December 2025

5,153,291

$

3.81

$

3.50

$

4.37

January 2026 - June 2026

2,606,400

$

3.70

$

3.33

$

4.07

NOTE 6—FAIR VALUE MEASUREMENTS

The Partnership measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below. The carrying values of cash, oil, natural gas and NGL receivables, accounts receivable and other current assets and current and long-term liabilities included in the unaudited interim consolidated balance sheets approximated fair value as of June 30, 2024 and December 31, 2023 due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. As a result, these financial assets and liabilities are not discussed below.

Level 1— Unadjusted quoted market prices for identical assets or liabilities in active markets.
Level 2—Quoted prices for similar assets or liabilities in non-active markets, or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

11

Level 3—Measurement based on prices or valuations models that require inputs that are both unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value).

Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Partnership recognizes transfers between fair value hierarchy levels as of the end of the reporting period in which the event or change in circumstances causing the transfer occurred. The Partnership did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements during the three and six months ended June 30, 2024 and 2023.

The Partnership’s commodity derivative instruments are classified within Level 2. The fair values of the Partnership’s oil and natural gas fixed price swaps are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, volatility factors and discount rates, or can be corroborated from active markets.

The following tables summarize the Partnership’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy:

Fair Value Measurements Using

Level 1

Level 2

Level 3

Effect of
Counterparty Netting

Total

June 30, 2024

Assets

Commodity derivative contracts

$

$

2,790,368

$

$

$

2,790,368

Liabilities

Commodity derivative contracts

$

$

(1,277,413)

$

$

$

(1,277,413)

December 31, 2023

Assets

Commodity derivative contracts

$

$

14,315,786

$

$

$

14,315,786

Liabilities

Commodity derivative contracts

$

$

(268,804)

$

$

$

(268,804)

NOTE 7—OIL AND NATURAL GAS PROPERTIES

Oil and natural gas properties consist of the following:

    

June 30, 

December 31, 

2024

2023

Oil and natural gas properties

Proved properties

$

1,892,726,739

$

1,825,977,244

Unevaluated properties

155,984,953

222,712,844

Less: accumulated depreciation, depletion and impairment

(903,995,713)

(827,033,944)

Total oil and natural gas properties

$

1,144,715,979

$

1,221,656,144

The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment, exceed estimated discounted future net revenues of proved oil and natural gas reserves, the excess capitalized costs are charged to expense. The Partnership assesses all unevaluated properties on a periodic basis for possible impairment. The Partnership assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: economic and market conditions, operators’ intent to drill, remaining lease term, geological and geophysical evaluations, operators’ drilling results and activity, the assignment of proved reserves and the economic viability of operator development if proved reserves are assigned. Costs associated with unevaluated properties are excluded from the full cost pool until a

12

determination as to the existence of proved developed reserves is able to be made. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization and to the full cost ceiling test.

As a result of its full cost ceiling analysis, the Partnership recorded an impairment on its oil and natural gas properties of $6.0 million during the six months ended June 30, 2024. The impairment was primarily attributed to the decline in the 12-month average price of oil and natural gas for the three months ended March 31, 2024. As of March 31, 2024, the 12-month average prices of oil and natural gas were $77.48 per Bbl of oil and $2.45 per Mcf of natural gas. These prices represent a 14.8% and 58.8% decrease, respectively, from the 12-month average prices of oil and natural gas as of March 31, 2023, which were $90.97 per Bbl of oil and $5.95 per Mcf of natural gas. The Partnership did not record an impairment on its oil and natural gas properties for the three months ended June 30, 2024 or three and six months ended June 30, 2023.

NOTE 8—LEASES

Substantially all of the Partnership’s leases are long-term operating leases with fixed payment terms and will terminate in June 2029. Currently, the only substantial contractual arrangements that the Partnership has classified as operating leases are the main office spaces used for operations.

The Partnership’s right-of-use (“ROU”) operating lease assets represent its right to use an underlying asset for the lease term, and its operating lease liabilities represent its obligation to make lease payments. ROU operating lease assets and operating lease liabilities are included in the accompanying unaudited interim consolidated balance sheets. Short term operating lease liabilities are included in other current liabilities. The weighted average remaining lease term as of June 30, 2024 is 4.89 years.

Both the ROU operating lease assets and liabilities are recognized at the present value of the remaining lease payments over the lease term and do not include lease incentives. The Partnership’s leases do not provide an implicit rate that can readily be determined; therefore, the Partnership used a discount rate based on its incremental borrowing rate, which is determined by the information available in the secured revolving credit facility. The incremental borrowing rate reflects the estimated rate of interest that the Partnership would pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The weighted average discount rate used for the operating leases was 6.75% for the six months ended June 30, 2024.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense in the accompanying unaudited interim consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. The total operating lease expense recorded for both the three months June 30, 2024 and 2023 was $0.1 million and $0.3 million for both the six months ended June 30, 2024 and 2023.

Future minimum lease commitments as of June 30, 2024 were as follows:

Total

2024

2025

2026

2027

2028

Thereafter

Operating leases

$

2,469,315

$

245,367

$

497,033

$

507,648

$

511,917

$

496,785

$

210,565

Less: Imputed Interest

 

(403,245)

 

Total

$

2,066,070

 

NOTE 9—LONG-TERM DEBT

On June 13, 2023, the Partnership entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated the Partnership’s existing Credit Agreement, dated as of January 11, 2017 (as amended on July 12, 2018, December 8, 2020, June 7, 2022 and December 15, 2022). The A&R Credit Agreement provides for, among other things, (i) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $750.0 million with an initial borrowing base of $400.0 million and an initial aggregate elected commitments amount of up to $400.0 million, including a sub-facility for the issuance of letters of credit of up to $10.0 million and (ii) an extension of the maturity date of the A&R Credit Agreement to June 7, 2027. In connection with the A&R Credit Agreement, the Partnership recorded a loss on extinguishment of debt of $0.5 million as a result of writing

13

off all unamortized loan origination costs associated with the lenders to the Partnership’s existing credit agreement that did not participate in the A&R Credit Agreement.

On July 24, 2023, the Partnership entered into Amendment No. 1 (the “First Amendment”) to the A&R Credit Agreement. The amendment amended the A&R Credit Agreement to, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations from $30.0 million to $50.0 million and (ii) permit the Partnership to issue certain preferred equity interests.

On December 8, 2023, in connection with the November 1, 2023 redetermination, the Partnership entered into Amendment No. 2 (the “Second Amendment”) to the A&R Credit Agreement. The amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $400.0 million to $550.0 million.

The secured revolving credit facility bears interest at a rate equal to, at the Partnership’s election, either (i) the Secured Overnight Financing Rate (as defined in the A&R Credit Agreement) plus an applicable margin that varies from 2.75% to 3.75% per annum or (ii) a base rate plus an applicable margin that varies from 1.75% to 2.75% per annum, based on borrowing base utilization.

The secured revolving credit facility is guaranteed by certain of the Partnership’s material subsidiaries and is collateralized by substantially all assets, including the oil and natural gas properties of such subsidiaries, including mortgages on at least 75% of the PV-9 of the proved reserves constituting borrowing base properties as set forth on the Partnership’s most recent reserve report. The borrowing base will be redetermined semi-annually on or about May 1 and November 1 of each year by the Lenders, with one interim unscheduled redetermination available to each of the Partnership and a group of certain Lenders between scheduled redeterminations during each calendar year. In connection with the May 1, 2024 redetermination under the secured revolving credit facility, the borrowing base was reaffirmed at $550.0 million.

Customary borrowing base reductions and mandatory prepayments are required under the A&R Credit Agreement in connection with certain sales of certain types of borrowing base properties, sales of equity interests in guarantor subsidiaries owning such properties, certain debt issuances or certain types of swap terminations. In addition, Cash Balance (as defined in the First Amendment) above $50.0 million is required to be applied weekly to prepay loans (without a commitment reduction) if not otherwise reduced to zero in a manner permitted by the A&R Credit Agreement.

The Partnership is required to pay a commitment fee of 0.50% per annum on the average daily unused portion of the current aggregate commitments under the secured revolving credit facility. The Partnership is also required to pay customary letter of credit and fronting fees.

The A&R Credit Agreement requires the Partnership to maintain as of the last day of each fiscal quarter: (i) a Debt to EBITDAX Ratio (as defined in the A&R Credit Agreement) of not more than 3.5 to 1.0 and (ii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0.

The A&R Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, entry into certain derivatives contracts, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments and other customary covenants. These covenants are subject to a number of limitations and exceptions.

Additionally, the A&R Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If the Partnership does not comply with the financial and other covenants in the A&R Credit Agreement, the Lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the A&R Credit Agreement and any outstanding unfunded commitments may be terminated.

During the six months ended June 30, 2024, the Partnership borrowed an additional $5.0 million under the secured revolving credit facility and repaid approximately $33.4 million of the outstanding borrowings. As of June 30, 2024, the Partnership’s outstanding balance was $265.8 million. The Partnership was in compliance with all covenants included in the secured revolving credit facility as of June 30, 2024.

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As of June 30, 2024, borrowings under the secured revolving credit facility bore interest at SOFR plus a margin of 3.00% or the ABR (as defined in the Amended Credit Agreement) plus a margin of 2.00%. For the three and six months ended June 30, 2024, the weighted average interest rate on the Partnership’s outstanding borrowings was 8.59% and 8.65%, respectively.

NOTE 10—PREFERRED UNITS

On August 2, 2023, the Partnership entered into a Series A preferred unit purchase agreement with certain funds managed by affiliates of Apollo (NYSE: APO) (collectively, the “Series A Purchasers”) to issue and sell up to 400,000 Series A Cumulative Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A preferred units”). On September 13, 2023, in connection with the closing of the LongPoint Acquisition, the Partnership completed the private placement of 325,000 Series A preferred units to the Series A Purchasers for $1,000 per Series A preferred unit, resulting in gross proceeds to the Partnership of $325.0 million (the “Preferred Unit Transaction”). The Partnership used the net proceeds from the Preferred Unit Transaction to purchase 325,000 preferred units of the Operating Company. The Operating Company in turn used the net proceeds to fund a portion of the LongPoint Acquisition. The Series A preferred units rank senior to the Partnership’s common units with respect to distribution rights and rights upon liquidation.

Until the conversion of the Series A preferred units into common units or their redemption, holders of the Series A preferred units are entitled to receive cumulative quarterly distributions equal to 6.0% per annum plus accrued and unpaid distributions. The Partnership has the right, in any four non-consecutive quarters, to elect not to pay such quarterly distribution in cash and instead have the unpaid distribution amount added to the liquidation preference at the rate of 10.0% per annum. If the Partnership makes such an election in consecutive quarters or if the Partnership fails to pay in full, in cash and when due, any distribution owed to the Series A preferred units or otherwise materially breaches its obligations to the holders of the Series A preferred units, the distribution rate will increase to 20.0% per annum until the accumulated distributions are paid in full in cash, or any such material breach is cured, as applicable. Each holder of Series A preferred units has the right to share in any special distributions by the Partnership of cash, securities or other property pro rata with the common units on an as-converted basis, subject to customary adjustments. The Partnership cannot declare or make any distributions, redemptions or repurchases on any junior securities, including any of their common units, prior to paying the quarterly distribution payable to the Series A preferred units, including any previously accrued and unpaid distributions.

Beginning with the earlier of (i) the second anniversary of the original issuance date and (ii) immediately prior to a liquidation of the Partnership, the Series A Purchasers may, at any time (but not more often than once per quarter), elect to convert all or any portion of their Series A preferred units into a number of common units determined by multiplying the number of Series A preferred units to be converted by the then-applicable conversion rate, provided that (a) any conversion is for an amount of common units with an aggregate value of at least $10.0 million or such lesser amount that covers all of the holders’ remaining Series A preferred units and (b) the closing price of the common units is at least 130% of the conversion price of $15.07, subject to certain anti-dilution adjustments (the “Conversion Price”) for 20 trading days during the 30-trading day period immediately preceding the conversion notice.

At any time on or after the second anniversary of the original issuance date, the Partnership will have the option to convert all or any portion of the Series A preferred units into a number of common units determined by the then-applicable conversion rate, provided that (i) any conversion is for an amount of common units with an aggregate value of at least $10.0 million or such lesser amount that covers all of the holders’ Series A preferred units, (ii) the common units are listed for, or admitted to, trading on a national securities exchange, (iii) the closing price of the common units is at least 160% of the Conversion Price for 20 trading days during the 30-trading day period immediately preceding the conversion notice and (iv) the Partnership has an effective registration statement on file with the SEC covering resales of the underlying common units to be received by the holders of Series A preferred units upon such conversion.

The Series A preferred units are redeemable at the option of the Series A Purchasers after seven years from the effective date of the Series A preferred unit purchase agreement, August 2, 2023. The Series A preferred units may be redeemed by the Partnership at any time or in the event of a change of control. The Series A preferred units may be redeemed for a cash amount per Series A preferred unit equal to the product of (i) the number of outstanding Series A preferred units multiplied by (ii) the greatest of (a) an amount (together with all prior distributions made in respect of such

15

Series A preferred unit) necessary to achieve the Minimum IRR (as defined below), (b) an amount (together with all prior distributions made in respect of such Series A preferred unit) necessary to achieve a return on investment equal to 1.2 times with respect to such Series A preferred unit and (c) the Series A issue price plus accrued and unpaid distributions.

For purposes of the Series A preferred units, “Minimum IRR” means as of any measurement date: (i) prior to the fifth anniversary of the original issuance date, a 12.0% internal rate of return with respect to the Series A preferred units; (ii) on or after the fifth anniversary of the original issuance date and prior to the sixth anniversary of the original issuance date, a 13.0% internal rate of return with respect to the Series A preferred units and (iii) on or after the sixth anniversary of the original issuance date, a 14.0% internal rate of return with respect to the Series A preferred units.

In connection with the issuance of the Series A preferred units, the Partnership granted holders of the Series A preferred units board observer rights beginning on the fifth anniversary of the original issuance date, board appointment rights beginning on the sixth anniversary of the original issuance date, and in the case of events of default with respect to the Series A preferred units, the right to appoint two members of the board beginning on the seventh anniversary of the original issuance date.

The terms of the Series A preferred units contain covenants preventing the Partnership from taking certain actions without the approval of the holders of 662/3% of the outstanding Series A preferred units, voting separately as a class.

NOTE 11—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS

The Partnership has issued units representing limited partner interests. As of June 30, 2024, the Partnership had a total of 80,969,651 common units issued and outstanding and 14,524,120 Class B units outstanding.

On August 7, 2023, the Partnership completed an underwritten public offering of 8,337,500 common units for net proceeds of approximately $110.7 million (the “2023 Equity Offering”). The Partnership used the net proceeds from the 2023 Equity Offering to purchase OpCo common units. The Operating Company in turn used the net proceeds to repay approximately $90.0 million of the outstanding borrowings under the Partnership’s secured revolving credit facility. The Operating Company used the remainder of the net proceeds of the 2023 Equity Offering for general corporate purposes.

The following table summarizes the changes in the number of the Partnership’s common units:

Common Units

Balance at December 31, 2023

73,851,458

Common units issued under the A&R LTIP (1)

1,087,502

Restricted units repurchased for tax withholding

(292,484)

Conversion of Class B units to common units

6,323,175

Balance at June 30, 2024

80,969,651

(1)Includes restricted units granted to certain employees and directors under the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan on February 19, 2024.

The following table presents information regarding the common unit cash distributions approved by the General Partner’s Board of Directors (the “Board of Directors”) for the periods presented:

Amount per

Date

Unitholder

Payment

Common Unit

Declared

Record Date

Date

Q1 2024

$

0.49

May 2, 2024

May 13, 2024

May 20, 2024

Q2 2024

$

0.42

August 1, 2024

August 12, 2024

August 19, 2024

Q1 2023

$

0.35

May 3, 2023

May 15, 2023

May 22, 2023

Q2 2023

$

0.39

August 2, 2023

August 14, 2023

August 21, 2023

For each Class B unit issued, five cents has been paid to the Partnership as additional consideration (the “Class B Contribution”). Holders of the Class B units are entitled to receive cash distributions equal to 2.0% per quarter on their respective Class B Contribution, subsequent to distributions on the Series A preferred units, but prior to distributions on the common units and OpCo common units.

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Holders of the Class B units are entitled to one vote per share on all matters to be voted upon by the shareholders. Holders of the common units and the Class B units generally vote together as a single class on all matters presented to the Kimbell Royalty Partners, LP unitholders for their vote or approval. Holders of Class B units do not have any right to receive dividends or distributions upon a liquidation or winding up of Kimbell Royalty Partners, LP. The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.

NOTE 12—EARNINGS PER COMMON UNIT

Basic earnings per common unit is calculated by dividing net income attributable to common units by the weighted-average number of common units outstanding during the period. Diluted net income per common unit gives effect, when applicable, to unvested restricted units granted under the Partnership’s A&R LTIP (as defined in Note 13) for its employees and directors and potential conversion of Series A preferred units and Class B units. The Partnership uses the “if-converted” method to determine the potential dilutive effect of exchanges of outstanding Series A preferred units and Class B units (and corresponding units of Kimbell Royalty Partners, LP), and the treasury stock method to determine the potential dilutive effect of vesting of outstanding restricted units granted under the Partnership’s A&R LTIP. The Partnership does not use the two-class method because the Class B units and the unvested restricted units granted under the Partnership’s A&R LTIP are nonparticipating securities.

The following table summarizes the calculation of weighted average common units outstanding used in the computation of diluted earnings per common unit:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net income attributable to common units of Kimbell Royalty Partners, LP

$

8,410,318

$

13,467,988

$

11,579,274

$

36,788,624

Net adjustment to accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

1,572,737

1,572,737

Net income attributable to common units of Kimbell Royalty Partners, LP after accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

8,410,318

15,040,725

11,579,274

38,361,361

Distribution and accretion on Series A preferred units

5,243,004

10,499,291

Net income attributable to non-controlling interests in OpCo and distribution on Class B units

1,533,207

4,329,043

2,444,903

9,907,945

Diluted net income attributable to common units of Kimbell Royalty Partners, LP

$

15,186,529

$

19,369,768

$

24,523,468

$

48,269,306

Weighted average number of common units outstanding:

Basic

74,834,777

63,274,492

73,473,416

62,910,053

Effect of dilutive securities:

Series A preferred units

21,566,025

21,566,025

Class B units

18,623,761

18,139,508

19,735,528

16,819,289

Restricted units

1,568,997

1,545,981

1,620,729

1,533,759

Diluted

116,593,560

82,959,981

116,395,698

81,263,101

Net income per unit attributable to common units of Kimbell Royalty Partners, LP

Basic

$

0.11

$

0.24

$

0.16

$

0.61

Diluted

$

0.11

$

0.23

$

0.16

$

0.59

The calculation of diluted net income per share for the three and six months ended June 30, 2024 includes the conversion of all Series A preferred units and Class B units to common units calculated using the “if-converted” method and units of unvested restricted units calculated using the treasury stock method. The calculation of diluted net income per

17

share for the three and six months ended June 30, 2023 includes the conversion of all Class B units to common units calculated using the “if-converted” method and units of unvested restricted units calculated using the treasury stock method.

NOTE 13—UNIT-BASED COMPENSATION

On May 1, 2024, the Board of Directors approved and adopted the first amendment to the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (as so amended, the “A&R LTIP”), which increased the number of common units available to be awarded under the A&R LTIP by 4,684,622 common units, which increased the total number of common units available to be awarded under the A&R LTIP, after taking into account previously awarded common units, to 6,765,012 common units. The Partnership’s A&R LTIP authorizes grants to its employees and directors. The restricted units issued under the Partnership’s A&R LTIP generally vest in one-third installments on each of the first three anniversaries of the grant date, subject to the grantee’s continuous service through the applicable vesting date. Compensation expense for such awards will be recognized over the term of the service period on a straight-line basis over the requisite service period for the entire award. Management elects not to estimate forfeiture rates and to account for forfeitures in compensation cost when they occur.

Distributions related to the restricted units are paid concurrently with the Partnership’s distributions for common units. The fair value of the Partnership’s restricted units issued under the A&R LTIP to the Partnership’s employees and directors is determined by utilizing the market value of the Partnership’s common units on the respective grant date.

The following table presents a summary of the Partnership’s unvested restricted units.

Weighted

    

Weighted

Average

Average

Grant-Date

Remaining

Fair Value

Contractual

Units

per Unit

Term

Unvested at December 31, 2023

1,951,430

$

14.763

 

1.525 years

Awarded

1,087,502

15.710

Vested

(1,046,731)

13.913

Unvested at June 30, 2024 (1)

1,992,201

$

15.727

 

2.047 years

(1)As of June 30, 2024, there was $31.3 million of unrecognized compensation expense associated with unvested restricted units based on the weighted average grant date fair value per unit of $15.727.

NOTE 14—INCOME TAXES

As discussed in Note 1, the Partnership has elected to be taxed as a corporation for United States federal income tax purposes. The non-controlling interest, which represents OpCo common unitholders’, are not subject to federal income taxes.

The Partnership records income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets, changes in forecasted annual income (loss) attributable to non-controlling interest and changes to actual or forecasted permanent book to tax differences. The Partnership’s effective tax rate for the three months ended June 30, 2024 was 9.9%, compared to 4.7% for the three months ended June 30, 2023. The Partnership recorded an income tax expense of $1.8 million and $0.9 million for the three months ended June 30, 2024 and 2023, respectively, and an income tax expense of $2.7 million and $2.3 million for the six months ended June 30, 2024 and 2023, respectively.

NOTE 15—RELATED PARTY TRANSACTIONS

The Partnership currently has a management services agreement with Kimbell Operating, which has a separate services agreement with K3 Royalties, LLC (“K3 Royalties”). Pursuant to the K3 Royalties service agreement, K3 Royalties and Kimbell Operating provide management, administrative and operational services to the Partnership. In addition, under each of their respective services agreements, affiliates of the Partnership’s Sponsors may identify, evaluate

18

and recommend to the Partnership acquisition opportunities and negotiate the terms of such acquisitions. Amounts paid to Kimbell Operating and K3 Royalties under their respective services agreements will reduce the amount of cash available for distribution on common units to the Partnership’s unitholders. The Partnership previously had a services agreement with BJF Royalties, LLC (“BJF Royalties”), which was terminated upon the death of Ben Fortson on May 19, 2024.

During the three and six months ended June 30, 2024, no monthly services fee was paid to BJF Royalties. During the three and six months ended June 30, 2024, the Partnership made payments to K3 Royalties in the amount of $30,000 and $60,000, respectively.

The Partnership received $32,101 and $59,479 in reimbursements from Rivercrest Capital Management, LLC for shared operating expenses for the three and six months ended June 30, 2024.

NOTE 16—COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Partnership may experience situations where disagreements occur relating to the ownership of certain mineral or overriding royalty interest acreage. Management is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the Partnership’s financial condition, results of operations or liquidity as of June 30, 2024.

NOTE 17—SUBSEQUENT EVENTS

The Partnership has evaluated events that occurred subsequent to June 30, 2024 in the preparation of its unaudited interim consolidated financial statements.

Distributions

On August 1, 2024, the Board of Directors declared a quarterly cash distribution of $0.42 per common unit and OpCo common unit for the quarter ended June 30, 2024. The Partnership intends to pay this distribution on August 19, 2024 to common unitholders and OpCo common unitholders of record as of the close of business on August 12, 2024.

The Partnership will pay a quarterly cash distribution on the Series A preferred units of approximately $4.8 million for the quarter ended June 30, 2024. The Partnership intends to pay the distribution subsequent to August 1, 2024, and prior to the distribution on the common units and OpCo common units.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited interim consolidated financial statements and notes thereto presented in this Quarterly Report on Form 10-Q (this “Quarterly Report”), as well as our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” “our Partnership,” “we” “our,” or “us” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” or “OpCo” refer to our subsidiary Kimbell Royalty Operating, LLC. References to “our General Partner” refer to Kimbell Royalty GP, LLC. References to “our Sponsors” refer to affiliates of our founders, Ben J. Fortson, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of our Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to us.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this Quarterly Report may constitute forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of future operations or acquisitions. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

our ability to replace our reserves;
our ability to make, consummate and integrate acquisitions of assets or businesses and realize the benefits or effects of any acquisitions or the timing, final purchase price or consummation of any acquisitions;
our ability to execute our business strategies;
the volatility of realized prices for oil, natural gas and natural gas liquids (“NGLs”), including as a result of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”) and other foreign, oil-exporting countries;
the level of production on our properties;
the level of drilling and completion activity by the operators of our properties;
our ability to forecast identified drilling locations, gross horizontal wells, drilling inventory and estimates of reserves on our properties and on properties we seek to acquire;
regional supply and demand factors, delays or interruptions of production;
industry, economic, business or political conditions, including the outcome of the U.S. presidential election and the energy and environmental proposals being considered and evaluated by the federal government and other regulating bodies;
the continued threat of terrorism and the impact of military and other action and armed conflict, such as the current conflict between Russia and Ukraine and the conflict in the Middle East;

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revisions to our reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties;
impact of impairment expense on our financial statements;
competition in the oil and natural gas industry generally and the mineral and royalty industry in particular;
the ability of the operators of our properties to obtain capital or financing needed for development and exploration operations;
title defects in the properties in which we acquire an interest;
the availability or cost of rigs, completion crews, equipment, raw materials, supplies, oilfield services or personnel to the operators of our properties;
restrictions on or the availability of the use of water in the business of the operators of our properties;
the availability of transportation facilities;
the ability of the operators of our properties to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals;
federal and state legislative and regulatory initiatives relating to the environment, hydraulic fracturing, tax laws and other matters affecting the oil and gas industry, including the Biden administration’s proposals and recent executive orders focused on addressing climate change;
future operating results;
exploration and development drilling prospects, inventories, projects and programs;
operating hazards faced by the operators of our properties;
the ability of the operators of our properties to keep pace with technological advancements;
uncertainties regarding United States federal income tax law, including the treatment of our future earnings and distributions; and
our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures.

These factors are discussed in further detail in the 2023 Form 10-K under “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II and elsewhere in this Quarterly Report. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

Overview

We are a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. We have elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, we are entitled to a portion of the revenues received from the production of oil, natural gas and associated NGLs from the acreage underlying our interests, net of post-production expenses and taxes. We are not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. Our primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, our Sponsors and the Contributing Parties and from organic growth through the continued development by working interest owners of the properties in which we own an interest.

As of June 30, 2024, we owned mineral and royalty interests in approximately 12.2 million gross acres and overriding royalty interests in approximately 4.7 million gross acres, with approximately 54% of our aggregate acres

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located in the Permian Basin and Mid-Continent. We refer to these non-cost-bearing interests collectively as our “mineral and royalty interests.” As of June 30, 2024, over 99% of the acreage subject to our mineral and royalty interests was leased to working interest owners, including 100% of our overriding royalty interests, and substantially all of those leases were held by production. Our mineral and royalty interests are located in 28 states and in every major onshore basin across the continental United States and include ownership in over 129,000 gross wells, including over 50,000 wells in the Permian Basin.

The following table summarizes our ownership in United States basins and producing regions and information about the wells in which we have a mineral or royalty interest as June 30, 2024:

Average Daily

Production

Basin or Producing Region

Gross Acreage

Net Acreage

(Boe/d)(6:1)(1)

Well Count

Permian Basin

3,336,729

26,928

9,211

50,604

Mid‑Continent

 

5,868,926

48,832

4,318

20,898

Terryville/Cotton Valley/Haynesville

 

1,428,907

7,919

4,387

16,297

Appalachian Basin

741,354

23,203

1,708

3,929

Bakken/Williston Basin

 

1,640,077

6,138

931

5,358

Eagle Ford

 

624,148

6,730

1,574

4,277

DJ Basin/Rockies/Niobrara

 

74,152

1,036

836

12,556

Other

 

3,232,560

36,693

1,145

15,444

Total

 

16,946,853

157,479

24,110

129,363

(1)“Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per barrel of “oil equivalent,” which is based on approximate energy equivalency and does not reflect the price or value relationship between oil and natural gas. Please read “Business—Oil and Natural Gas Data—Proved Reserves—Summary of Estimated Proved Reserves” in our 2023 Form 10-K.

The following table summarizes information about the number of drilled but uncompleted wells (“DUCs”) and permitted locations on acreage in which we have a mineral or royalty interest as of June 30, 2024:

Basin or Producing Region(1)

Gross DUCs

Gross Permits

Net DUCs

Net Permits

Permian Basin

417

416

1.93

2.44

Mid‑Continent

 

130

64

0.89

0.70

Terryville/Cotton Valley/Haynesville

 

53

20

0.33

0.38

Appalachian Basin

5

3

0.01

0.01

Bakken/Williston Basin

 

55

102

0.10

0.23

Eagle Ford

 

98

58

0.50

0.34

DJ Basin/Rockies/Niobrara

 

4

9

0.06

0.04

Total

 

762

672

3.82

4.14

(1)The above table represents DUCs and permitted locations only, and there is no guarantee that the DUCs or permitted locations will be developed into producing wells in the future.

Recent Developments

Quarterly Distributions

On August 1, 2024, our General Partner’s Board of Directors (the “Board of Directors”) declared a quarterly cash distribution of $0.42 per common unit representing limited partner interests in the Partnership (“common unit”) and common unit of the Operating Company (“OpCo common unit”) for the quarter ended June 30, 2024. We intend to pay the distributions on August 19, 2024 to common unitholders and OpCo common unitholders of record as of the close of business on August 12, 2024.

We will pay a cash distribution on the Series A Cumulative Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A preferred units”) of approximately $4.8 million for the quarter ended June 30, 2024. We intend to pay the distribution subsequent to August 1, 2024 and prior to the distribution on the common units and OpCo common units.

22

Business Environment

Global Conflicts

In February 2022, Russia invaded Ukraine and is still engaged in active armed conflict against the country. In October 2023, armed active conflict escalated in the Middle East between Israel and Hamas and is still active. In April 2024, Iran launched an attack on Israel, further escalating the regional conflict in the Middle East. These conflicts and the applicable sanctions imposed in response have led to regional instability and caused dramatic fluctuations in global financial markets and have increased the level of global economic and political uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has increased volatility in commodity prices. To date, we have not experienced a material impact to operations or the consolidated financial statements as a result of these conflicts; however, we will continue to monitor for events that could materially impact us.

Commodity Prices and Demand

Oil and natural gas prices have been historically volatile and may continue to be volatile in the future. As noted above, the supply and demand imbalance resulting from various OPEC announcements and the current conflict between Russia and Ukraine and in the Middle East, have created increased volatility in oil and natural gas prices. The table below demonstrates such volatility for the periods presented as reported by the United States Energy Information Administration (the “EIA”).

Six Months Ended June 30, 2024

Six Months Ended June 30, 2023

High

    

Low

High

    

Low

Oil ($/Bbl)

$

87.69

$

70.62

$

83.26

$

66.61

Natural gas ($/MMBtu)

$

13.20

$

1.25

$

3.78

$

1.74

On July 22, 2024, the West Texas Intermediate posted price for crude oil was $81.25 per Bbl and the Henry Hub spot market price of natural gas was $2.19 per MMBtu.

The following table, as reported by the EIA, sets forth the average daily prices for oil and natural gas.

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

2024

    

2023

Oil ($/Bbl)

$

81.81

$

73.54

$

79.69

$

74.73

Natural gas ($/MMBtu)

$

2.07

$

2.16

$

2.11

$

2.40

Rig Count

Drilling on our acreage is dependent upon the exploration and production companies that lease our acreage. As such, we monitor rig counts in an effort to identify existing and future leasing and drilling activity on our acreage.

The Baker Hughes United States Rotary Rig count decreased by 14.2% to 560 active land rigs at June 30, 2024 compared to 653 active land rigs at June 30, 2023. The 560 active land rigs at June 30, 2024 decreased by 6.8% compared to 601 active land rigs at March 31, 2024. While the average daily prices for oil and natural gas at June 30, 2024 remained relatively flat when compared to June 30, 2023, higher labor and equipment costs, as a result of inflation, discourages any substantial uptake in the market.

23

The following table summarizes the number of active rigs operating on our acreage by United States basins and producing regions for the periods indicated:

June 30, 

Basin or Producing Region

2024

2023

Permian Basin

47

50

Mid‑Continent

20

12

Terryville/Cotton Valley/Haynesville

9

17

Appalachian Basin

1

Bakken/Williston Basin

7

4

Eagle Ford

6

5

DJ Basin/Rockies/Niobrara

1

1

Other

1

Total

91

90

Sources of Our Revenue

Our revenues are derived from royalty payments we receive from our operators based on the sale of oil, natural gas and NGL production, as well as the sale of NGLs that are extracted from natural gas during processing. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices.

The following table presents the breakdown of our oil, natural gas and NGL revenues for the following periods:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

2024

    

2023

Revenue

Oil revenue

70

%

70

%

70

%

64

%

Natural gas revenue

18

%

20

%

17

%

27

%

NGL revenue

12

%

10

%

13

%

9

%

100

%

100

%

100

%

100

%

We have entered into oil and natural gas commodity derivative agreements, which extend through June 2026, to establish, in advance, a price for the sale of a portion of the oil and natural gas produced from our mineral and royalty interests.

Non-GAAP Financial Measures

Adjusted EBITDA and Cash Available for Distribution on Common Units

Adjusted EBITDA and cash available for distribution on common units are used as supplemental non-GAAP financial measures (as defined below) by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA and cash available for distribution on common units are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations period to period without regard to our financing methods or capital structure. In addition, management uses Adjusted EBITDA to evaluate cash flow available to pay distributions to our unitholders.

We define Adjusted EBITDA as net income (loss), net of depreciation and depletion expense, interest expense, income taxes, impairment of oil and natural gas properties, non-cash unit based compensation, loss on extinguishment of debt, unrealized gains and losses on derivative instruments and operational impacts of VIEs, which include general and administrative expense and interest income. Adjusted EBITDA is not a measure of net income (loss) or net cash provided by operating activities as determined by generally accepted accounting principles in the United States (“GAAP”). We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as historic costs of depreciable assets, none of which are components

24

of Adjusted EBITDA. We define cash available for distribution on common units as Adjusted EBITDA, less cash needed for debt service and other contractual obligations, tax obligations, fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.

Adjusted EBITDA and cash available for distribution on common units should not be considered an alternative to net income (loss), oil, natural gas and NGL revenues, net cash flows provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our computations of Adjusted EBITDA and cash available for distribution on common units may not be comparable to other similarly titled measures of other companies.

The tables below present a reconciliation of Adjusted EBITDA and cash available for distribution on common units to net income and net cash provided by operating activities, our most directly comparable GAAP financial measures, for the periods indicated (unaudited).

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Reconciliation of net income to Adjusted EBITDA and cash available for distribution on common units:

Net income

$

15,186,529

$

17,797,031

$

24,523,468

$

46,696,569

Depreciation and depletion expense

33,023,934

 

19,656,855

71,190,740

37,220,503

Interest expense

6,946,580

 

6,341,118

14,247,910

11,804,522

Income tax expense

1,759,282

909,057

2,681,850

2,312,040

EBITDA

56,916,325

 

44,704,061

112,643,968

98,033,634

Impairment of oil and natural gas properties

 

5,963,575

Unit-based compensation

5,108,318

 

3,289,740

8,792,398

6,459,740

Loss on extinguishment of debt

 

480,244

480,244

Loss (gain) on derivative instruments, net of settlements

3,796,313

(2,600,713)

12,534,027

(15,100,314)

Consolidated variable interest entities related:

Interest earned on marketable securities in trust account

(1,069,854)

(3,508,691)

General and administrative expense

219,473

927,699

Consolidated Adjusted EBITDA

65,820,956

45,022,951

139,933,968

87,292,312

Adjusted EBITDA attributable to non-controlling interest

(10,011,035)

(10,871,674)

(26,190,685)

(19,008,901)

Adjusted EBITDA attributable to Kimbell Royalty Partners, LP

55,809,921

34,151,277

113,743,283

68,283,411

Adjustments to reconcile Adjusted EBITDA to cash available for distribution

Cash interest expense

5,620,423

4,442,318

10,855,128

8,566,027

Cash distribution on Series A preferred units

4,110,950

7,911,246

Cash income tax refund

(639,325)

Distribution on Class B units

20,847

31,601

41,694

47,085

Cash available for distribution on common units

$

46,057,701

$

29,677,358

$

94,935,215

$

60,309,624

25

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Reconciliation of net cash provided by operating activities to Adjusted EBITDA and cash available for distribution on common units:

Net cash provided by operating activities

$

62,882,573

$

31,518,529

$

131,928,189

$

78,572,135

Interest expense

 

6,946,580

 

6,341,118

 

14,247,910

 

11,804,522

Income tax expense

1,759,282

909,057

2,681,850

2,312,040

Impairment of oil and natural gas properties

 

 

 

(5,963,575)

 

Amortization of right-of-use assets

(86,555)

(84,501)

(172,879)

 

(167,658)

Amortization of loan origination costs

 

(530,130)

 

(492,732)

 

(1,060,260)

 

(1,008,830)

Loss on extinguishment of debt

(480,244)

(480,244)

Unit-based compensation

 

(5,108,318)

 

(3,289,740)

 

(8,792,398)

 

(6,459,740)

(Loss) gain on derivative instruments, net of settlements

(3,796,313)

 

2,600,713

 

(12,534,027)

 

15,100,314

Changes in operating assets and liabilities:

Oil, natural gas and NGL receivables

 

(1,486,074)

 

9,070,691

 

(5,802,268)

 

(1,987,323)

Accounts receivable and other current assets

 

(459,887)

 

86,707

 

689,643

 

(427,105)

Accounts payable

 

352,173

 

(450,078)

 

39,409

 

(159,557)

Other current liabilities

 

(3,651,026)

 

(3,175,769)

 

(2,803,415)

 

(3,431,295)

Operating lease liabilities

94,020

85,313

185,789

 

170,331

Consolidated variable interest entities related:

Interest earned on marketable securities in trust account

1,069,854

 

3,508,691

Other assets and liabilities

995,143

 

687,353

EBITDA

56,916,325

44,704,061

112,643,968

98,033,634

Add:

Impairment of oil and natural gas properties

 

 

 

5,963,575

 

Unit-based compensation

 

5,108,318

 

3,289,740

 

8,792,398

 

6,459,740

Loss on extinguishment of debt

 

480,244

 

 

480,244

Loss (gain) on derivative instruments, net of settlements

 

3,796,313

 

(2,600,713)

 

12,534,027

 

(15,100,314)

Consolidated variable interest entities related:

Interest earned on marketable securities in Trust Account

(1,069,854)

(3,508,691)

General and administrative expense

219,473

927,699

Consolidated Adjusted EBITDA

65,820,956

45,022,951

139,933,968

87,292,312

Adjusted EBITDA attributable to non-controlling interest

(10,011,035)

(10,871,674)

(26,190,685)

(19,008,901)

Adjusted EBITDA attributable to Kimbell Royalty Partners, LP

55,809,921

34,151,277

113,743,283

68,283,411

Adjustments to reconcile Adjusted EBITDA to cash available for distribution

Cash interest expense

5,620,423

4,442,318

10,855,128

8,566,027

Cash distribution on Series A preferred units

4,110,950

7,911,246

Cash income tax refund

(639,325)

Distribution on Class B units

20,847

31,601

41,694

47,085

Cash available for distribution on common units

$

46,057,701

$

29,677,358

$

94,935,215

$

60,309,624

Factors Affecting the Comparability of Our Results to Our Historical Results

Our historical financial condition and results of operations may not be comparable, either from period to period or going forward, to our future financial condition and results of operations, for the reasons described below.

Ongoing Acquisition Activities

Acquisitions are an important part of our growth strategy, and we expect to pursue acquisitions of mineral and royalty interests from third parties, affiliates of our Sponsors and the Contributing Parties. As a part of these efforts, we

26

often engage in discussions with potential sellers or other parties regarding the possible purchase of or investment in mineral and royalty interests, including in connection with a dropdown of assets from affiliates of our Sponsors and the Contributing Parties. Such efforts may involve participation by us in processes that have been made public and involve a number of potential buyers or investors, commonly referred to as “auction” processes, as well as situations in which we believe we are the only party or one of a limited number of parties who are in negotiations with the potential seller or other party. These acquisition and investment efforts often involve assets which, if acquired or constructed, could have a material effect on our financial condition and results of operations. Material acquisitions that would impact the comparability of our results for the three and six months ended June 30, 2024 and 2023 include the acquisition of certain mineral and royalty assets held by MB Minerals, L.P. and certain of its affiliates (the “MB Minerals Acquisition”) in May 2023 and the acquisition of all of the issued and outstanding membership interests of Cherry Creek Minerals LLC pursuant to a securities purchase agreement with LongPoint Minerals II, LLC (the “LongPoint Acquisition”) in September 2023.

Further, the affiliates of our Sponsors and Contributing Parties have no obligation to sell any assets to us or to accept any offer that we may make for such assets, and we may decide not to acquire such assets even if such parties offer them to us. We may decide to fund any acquisition, including any potential dropdowns, with cash, common units, other equity securities, proceeds from borrowings under our secured revolving credit facility or the issuance of debt securities, or any combination thereof. In addition to acquisitions, we also consider from time to time divestitures that may benefit us and our unitholders.

We typically do not announce a transaction until after we have executed a definitive agreement. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition or investment efforts will be successful or that our strategic asset divestitures will be completed. Although we expect the acquisitions and investments we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized. We will not know the immediate results of any acquisition until after the acquisition closes, and we will not know the long-term results for some time thereafter.

Impairment of Oil and Natural Gas Properties

Accounting standards require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our properties. The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment, exceed estimated discounted future net revenues of proved oil and natural gas reserves, the excess capitalized costs are charged to expense. The risk that we will be required to recognize impairments of our oil and natural gas properties increases during periods of low commodity prices. In addition, impairments would occur if we were to experience significant downward adjustments to our estimated proved reserves or the present value of estimated future net revenues. An impairment recognized in one period may not be reversed in a subsequent period even if higher oil and natural gas prices increase the cost center ceiling applicable to the subsequent period. Further, if the price of oil, natural gas and NGLs decreases in future periods, we may be required to record additional impairments as a result of the full-cost ceiling limitation.

As a result of our full cost ceiling analysis, we recorded an impairment on our oil and natural gas properties of $6.0 million during the six months ended June 30, 2024. The impairment was primarily attributed to the decline in the 12-month average price of oil and natural gas for the three months ended March 31, 2024. As of March 31, 2024, the 12-month average prices of oil and natural gas were $77.48 per Bbl of oil and $2.45 per Mcf of natural gas. These prices represent a 14.8% and 58.8% decrease, respectively, from the 12-month average prices of oil and natural gas as of March 31, 2023, which were $90.97 per Bbl of oil and $5.95 per Mcf of natural gas. We did not record an impairment on our oil and natural gas properties for the three months ended June 30, 2024 or three and six months ended June 30, 2023.

27

Results of Operations

The table below summarizes our revenue and expenses and production data for the periods indicated (unaudited).

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2024

2023

2024

2023

Operating Results:

Revenue

Oil, natural gas and NGL revenues

$

76,959,173

$

56,981,614

$

164,458,682

$

114,398,373

Lease bonus and other income

659,980

2,041,189

1,098,776

2,478,526

(Loss) gain on commodity derivative instruments, net

(1,046,261)

1,729,459

(6,750,622)

10,791,835

Total revenues

76,572,892

60,752,262

158,806,836

127,668,734

Costs and expenses

Production and ad valorem taxes

 

5,576,798

 

5,404,955

 

12,108,699

 

9,682,159

Depreciation and depletion expense

 

33,023,934

 

19,656,855

 

71,190,740

 

37,220,503

Impairment of oil and natural gas properties

 

 

 

5,963,575

 

Marketing and other deductions

 

3,827,646

 

2,907,459

 

8,390,590

 

5,669,498

General and administrative expense

 

10,252,123

 

7,925,159

 

19,700,004

 

16,203,426

Consolidated variable interest entities related:

General and administrative expense

219,473

 

927,699

Total costs and expenses

 

52,680,501

 

36,113,901

 

117,353,608

 

69,703,285

Operating income

 

23,892,391

 

24,638,361

 

41,453,228

 

57,965,449

Other (expense) income

Interest expense

 

(6,946,580)

 

(6,341,118)

 

(14,247,910)

 

(11,804,522)

Loss on extinguishment of debt

 

(480,244)

 

 

(480,244)

Other expense

 

(180,765)

 

 

(180,765)

Consolidated variable interest entities related:

Interest earned on marketable securities in trust account

1,069,854

 

3,508,691

Net income before income taxes

16,945,811

18,706,088

27,205,318

49,008,609

Income tax expense

1,759,282

909,057

2,681,850

2,312,040

Net income

15,186,529

17,797,031

24,523,468

46,696,569

Distribution and accretion on Series A preferred units

(5,243,004)

(10,499,291)

Net income and distributions and accretion on Series A preferred units attributable to non-controlling interests

(1,512,360)

(4,297,442)

(2,403,209)

(9,860,860)

Distribution on Class B units

(20,847)

(31,601)

(41,694)

(47,085)

Net income attributable to common units of Kimbell Royalty Partners, LP

$

8,410,318

$

13,467,988

$

11,579,274

$

36,788,624

Production Data:

Oil (Bbls)

 

691,819

 

553,588

 

1,496,408

 

999,601

Natural gas (Mcf)

 

6,714,323

 

5,203,964

 

14,127,392

 

10,794,157

Natural gas liquids (Bbls)

 

383,092

 

230,241

 

841,339

 

432,946

Combined volumes (Boe) (6:1)

 

2,193,965

 

1,651,156

 

4,692,312

 

3,231,573

Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023

Oil, Natural Gas and NGL Revenues

For the three months ended June 30, 2024, our oil, natural gas and NGL revenues were $77.0 million, an increase of $20.0 million from $57.0 million for the three months ended June 30, 2023. The increase in oil, natural gas and NGL revenues was primarily related to an increase in production volumes for the three months ended June 30, 2024 as discussed below.

Our revenues are a function of oil, natural gas and NGL production volumes sold and average prices received for those volumes. The production volumes were 2,193,965 Boe or 24,110 Boe/d, for the three months ended June 30, 2024,

28

an increase of 542,809 Boe or 5,965 Boe/d, from 1,651,156 Boe or 18,145 Boe/d, for the three months ended June 30, 2023. The increase in production for the three months ended June 30, 2024 was primarily attributable to production associated with the LongPoint Acquisition.

Our operators received an average of $77.20 per Bbl of oil, $2.10 per Mcf of natural gas and $24.75 per Bbl of NGL for the volumes sold during the three months ended June 30, 2024 compared to $71.91 per Bbl of oil, $2.22 per Mcf of natural gas and $24.46 per Bbl of NGL for the volumes sold during the three months ended June 30, 2023. These average prices received during the three months ended June 30, 2024 increased 7.4% or $5.29 per Bbl of oil and decreased 5.4% or $0.12 per Mcf of natural gas as compared to the three months ended June 30, 2023. This change is consistent with prices experienced in the market, specifically when compared to the EIA average price increase of 11.2% or $8.27 per Bbl of oil and decrease of 4.2% or $0.09 per Mcf of natural gas for the comparable periods.

Lease Bonus and Other Income

Lease bonus and other income for the three months ended June 30, 2024 was $0.7 million, a decrease of $1.3 million from $2.0 million for the three months ended June 30, 2023. The decrease in lease bonus and other income was primarily related to a $0.9 million legal settlement received during the three months ended June 30, 2023.

(Loss) Gain on Commodity Derivative Instruments

Loss on commodity derivative instruments for the three months ended June 30, 2024 included $3.8 million of mark-to-market losses and $2.8 million of gains on the settlement of commodity derivative instruments compared to $2.6 million of mark-to-market gains and $0.9 million of losses on the settlement of commodity derivative instruments for the three months ended June 30, 2023. We recorded a mark-to-market loss for the three months ended June 30, 2024 as a result of the increase in oil and natural gas strip pricing from the three months ended March 31, 2024. We recorded a mark-to-market gain for the three months ended June 30, 2023 as a result of the maturity of derivative contracts with lower strike pricing, partially offset by realized losses on the settlement of commodity derivative instruments.

Production and Ad Valorem Taxes

Production and ad valorem taxes for the three months ended June 30, 2024 were $5.6 million, an increase of $0.2 million from $5.4 million for the three months ended June 30, 2023. The increase in production and ad valorem taxes was primarily attributable to production associated with the LongPoint Acquisition.

Depreciation and Depletion Expense

Depreciation and depletion expense for the three months ended June 30, 2024 was $33.0 million, an increase of $13.3 million from $19.7 million for the three months ended June 30, 2023. The increase in depreciation and depletion expense was due to the LongPoint Acquisition, which significantly increased our net capitalized oil and natural gas properties.

Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of hydrocarbons extracted during such period, calculated on a units-of-production basis. Estimates of proved developed reserves are a major component in the calculation of depletion. Our average depletion rate per barrel was $15.01 for the three months ended June 30, 2024, an increase of $3.16 per barrel from the $11.85 average depletion rate per barrel for the three months ended June 30, 2023. The increase in the depletion rate was due to the LongPoint Acquisition, which significantly increased our net capitalized oil and natural gas properties.

Marketing and Other Deductions

Our marketing and other deductions include product marketing expense, which is a post-production expense. Marketing and other deductions for the three months ended June 30, 2024 were $3.8 million, an increase of $0.9 million from $2.9 million for the three months ended June 30, 2023. The increase in marketing and other deductions was primarily related to marketing and other deductions associated with the LongPoint Acquisition.

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General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2024 were $10.3 million, an increase of $2.4 million compared to $7.9 million for the three months ended June 30, 2023. Included within general and administrative expenses are non-cash expenses for unit-based compensation as a result of the amortization of restricted units that have been issued by us over various periods. The increase in general and administrative expenses was attributable to a $1.8 million increase in unit-based compensation expense and cash general and administrative expenses resulting from an increase in our costs associated with company growth.

Interest Expense

Interest expense for the three months ended June 30, 2024 was $6.9 million compared to $6.3 million for the three months ended June 30, 2023. The increase in interest expense was primarily due to an increase in the overall long-term debt balance as a result of borrowings associated with the LongPoint Acquisition, partially offset by a slight decrease in the weighted average interest rate on our outstanding borrowings for the three months ended June 30, 2024.

Income Tax Expense

We recorded an income tax expense of $1.8 million and $0.9 million for the three months ended June 30, 2024 and 2023, respectively.

Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023

Oil, Natural Gas and NGL Revenues

For the six months ended June 30, 2024, our oil, natural gas and NGL revenues were $164.5 million, an increase of $50.1 million from $114.4 million for the six months ended June 30, 2023. The increase in oil, natural gas and NGL revenues was primarily related to an increase in production volumes for the six months ended June 30, 2024 as discussed below.

Our revenues are a function of oil, natural gas and NGL production volumes sold and average prices received for those volumes. The production volumes were 4,692,312 Boe or 25,782 Boe/d, for the six months ended June 30, 2024, an increase of 1,460,739 Boe or 7,999 Boe/d, from 3,231,573 Boe or 17,783 Boe/d, for the six months ended June 30, 2023. The increase in production for the six months ended June 30, 2024 was primarily attributable to production associated with the MB Minerals Acquisition and the LongPoint Acquisition.

Our operators received an average of $76.87 per Bbl of oil, $2.03 per Mcf of natural gas and $24.72 per Bbl of NGL for the volumes sold during the six months ended June 30, 2024 compared to $72.84 per Bbl of oil, $2.89 per Mcf of natural gas and $24.02 per Bbl of NGL for the volumes sold during the six months ended June 30, 2023. These average prices received during the six months ended June 30, 2024 increased 5.5% or $4.03 per Bbl of oil and decreased 29.8% or $0.86 per Mcf of natural gas as compared to the six months ended June 30, 2023. This change is consistent with prices experienced in the market, specifically when compared to the EIA average price increase of 6.6% or $4.96 per Bbl of oil and decrease of 12.1% or $0.29 per Mcf of natural gas for the comparable periods.

Lease Bonus and Other Income

Lease bonus and other income for the six months ended June 30, 2024 was $1.1 million, a decrease of $1.4 million from $2.5 million for the six months ended June 30, 2023. The decrease in lease bonus and other income was primarily related to a $0.9 million legal settlement received during the six months ended June 30, 2023.

(Loss) Gain on Commodity Derivative Instruments

Loss on commodity derivative instruments for the six months ended June 30, 2024 included $12.5 million of mark-to-market losses and $5.7 million of gains on the settlement of commodity derivative instruments compared to $15.1 million of mark-to-market gains and $4.3 million of losses on the settlement of commodity derivative instruments for the six months ended June 30, 2023. We recorded a mark-to-market loss for the six months ended June 30, 2024 as a result of

30

the increase in oil and natural gas strip pricing from the year ended December 31, 2023. We recorded a mark-to-market gain for the six months ended June 30, 2023 as a result of the maturity of derivative contracts with lower strike pricing, partially offset by realized losses on the settlement of commodity derivative instruments.

Production and Ad Valorem Taxes

Production and ad valorem taxes for the six months ended June 30, 2024 were $12.1 million, an increase of $2.4 million from $9.7 million for the six months ended June 30, 2023. The increase in production and ad valorem taxes was primarily attributable to production associated with the MB Minerals Acquisition and the LongPoint Acquisition.

Depreciation and Depletion Expense

Depreciation and depletion expense for the six months ended June 30, 2024 was $71.2 million, an increase of $34.0 million from $37.2 million for the six months ended June 30, 2023. The increase in depreciation and depletion expense was due to the MB Minerals Acquisition and the LongPoint Acquisition, which significantly increased our net capitalized oil and natural gas properties.

Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of hydrocarbons extracted during such period, calculated on a units-of-production basis. Estimates of proved developed reserves are a major component in the calculation of depletion. Our average depletion rate per barrel was $15.13 for the six months ended June 30, 2024, an increase of $3.67 per barrel from the $11.46 average depletion rate per barrel for the six months ended June 30, 2023. The increase in the depletion rate was due to the MB Minerals Acquisition and the LongPoint Acquisition, which significantly increased our net capitalized oil and natural gas properties.

Impairment

We recorded an impairment on our oil and natural gas properties of $6.0 million during the six months ended June 30, 2024, as a result of our full cost ceiling analysis. The impairment was primarily attributed to the decline in the 12-month average price of oil and natural gas for the three months ended March 31, 2024. As of March 31, 2024, the 12-month average prices of oil and natural gas were $77.48 per Bbl of oil and $2.45 per Mcf of natural gas. These prices represent a 14.8% and 58.8% decrease, respectively, from the 12-month average prices of oil and natural gas as of March 31, 2023, which were $90.97 per Bbl of oil and $5.95 per Mcf of natural gas. We did not record an impairment on our oil and natural gas properties for the six months ended June 30, 2023.

Marketing and Other Deductions

Our marketing and other deductions include product marketing expense, which is a post-production expense. Marketing and other deductions for the six months ended June 30, 2024 were $8.4 million, an increase of $2.7 million from $5.7 million for the six months ended June 30, 2023. The increase in marketing and other deductions was primarily related to marketing and other deductions associated with the MB Minerals Acquisition and the LongPoint Acquisition.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2024 were $19.7 million, an increase of $3.5 million compared to $16.2 million for the six months ended June 30, 2023. Included within general and administrative expenses are non-cash expenses for unit-based compensation as a result of the amortization of restricted units that have been issued by us over various periods. The increase in general and administrative expenses was attributable to a $2.3 million increase in unit-based compensation expense and cash general and administrative expenses resulting from an increase in our costs associated with company growth.

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Interest Expense

Interest expense for the six months ended June 30, 2024 was $14.2 million compared to $11.8 million for the six months ended June 30, 2023. The increase in interest expense was primarily due to an increase in the overall long-term debt balance as a result of borrowings associated with the MB Minerals Acquisition and the LongPoint Acquisition.

Income Tax Expense

We recorded an income tax expense of $2.7 million and $2.3 million for the six months ended June 30, 2024 and 2023, respectively.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows from operations and equity and debt financings, and our primary uses of cash are for distributions to our unitholders and for growth capital expenditures, including the acquisition of mineral and royalty interests in oil and natural gas properties. On June 13, 2023, we entered into the A&R Credit Agreement (as defined below). On July 24, 2023, we entered into the First Amendment (as defined below) to the A&R Credit Agreement that, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations from $30.0 million to $50.0 million, and (ii) permit us to issue certain preferred equity interests. On December 8, 2023, we entered into the Second Amendment (as defined below) to the A&R Credit Agreement that, among other things, increase each of the borrowing base and aggregate elected commitments from $400.0 million to $550.0 million. See “Indebtedness” below for further discussion of our secured revolving credit facility.

Cash Distribution Policy

The limited liability company agreement of the Operating Company requires it to distribute all of its cash on hand at the end of each quarter in an amount equal to its available cash for such quarter. In turn, our partnership agreement requires us to distribute all of our cash on hand at the end of each quarter in an amount equal to our available cash for such quarter. Available cash for each quarter will be determined by the Board of Directors following the end of such quarter. “Available cash,” as used in this context, is defined in our partnership agreement and in the limited liability company agreement of the Operating Company. We expect that the Operating Company’s available cash for each quarter will generally equal its Adjusted EBITDA for the quarter, less cash needed for debt service and other contractual obligations and fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate, and we expect that our available cash for each quarter will generally equal our Adjusted EBITDA for the quarter (and will be our proportional share of the available cash distributed by the Operating Company for that quarter), less cash needs for debt service and other contractual obligations, tax obligations, fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.

The Board of Directors approved the allocation of 25% of our cash available for distribution on common units for the second quarter of 2024 for the repayment of $13.6 million in outstanding borrowings under our secured revolving credit facility during its determination of “available cash” for the second quarter of 2024. With respect to future quarters, the Board of Directors intends to continue to allocate a portion of our cash available for distribution on common units to the repayment of outstanding borrowings under our secured revolving credit facility and may allocate such cash in other manners in which the Board of Directors determines to be appropriate at the time. The Board of Directors may further change its policy with respect to cash distributions in the future.

We do not currently maintain a material reserve of cash for the purpose of maintaining stability or growth in our quarterly distribution, nor do we intend to incur debt to pay quarterly distributions, although the Board of Directors may change this policy.

It is our intent, subject to market conditions, to finance acquisitions of mineral and royalty interests that increase our asset base largely through external sources, such as borrowings under our secured revolving credit facility and the issuance of equity and debt securities. For example, we issued 5,369,218 OpCo common units and an equal number of Class B units representing limited partnership interests in the Partnership (“Class B units”) and 557,302 common units as

32

partial consideration in connection with the MB Minerals Acquisition and we completed the LongPoint Acquisition partially with net proceeds from the private placement of Series A preferred units. The Board of Directors may choose to reserve a portion of cash generated from operations to finance such acquisitions as well. We do not currently intend to (i) maintain excess distribution coverage for the purpose of maintaining stability or growth in our quarterly distribution, (ii) otherwise reserve cash for distributions or (iii) incur debt to pay quarterly distributions, although the Board of Directors may do so if they believe it is warranted. See “Recent Developments—Quarterly Distributions” above for discussion of our second quarter 2024 distributions.

Cash Flows

The table below presents our cash flows for the periods indicated.

Six Months Ended June 30, 

2024

   

2023

Cash Flow Data:

Net cash provided by operating activities

$

131,928,189

$

78,572,135

Net cash (used in) provided by investing activities

 

(131,089)

 

199,882,583

Net cash used in financing activities

 

(131,844,613)

 

(282,702,167)

Net decrease in cash and cash equivalents

$

(47,513)

$

(4,247,449)

Operating Activities

Our operating cash flow is impacted by many variables, the most significant of which are changes in oil, natural gas and NGL production volumes due to acquisitions or other external factors and changes in prices for oil, natural gas and NGLs. Prices for these commodities are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. Cash flows provided by operating activities for the six months ended June 30, 2024 were $131.9 million, an increase of $53.3 million compared to $78.6 million for the six months ended June 30, 2023.

Investing Activities

Cash flows used in investing activities for the six months ended June 30, 2024 were $0.1 million compared to $199.9 million of cash flows provided by investing activities for the six months ended June 30, 2023. For the six months ended June 30, 2024, cash flows used in investing activities included the purchase of equipment. For the six months ended June 30, 2023, cash flows provided by investing activities included $243.2 million of cash received from investment held in trust related to Kimbell Tiger Acquisition Corporation (“TGR”) and $0.9 million in cash received from the dissolution of TGR, partially offset by $44.2 million used primarily to fund costs associated with the MB Minerals Acquisition.

Financing Activities

Cash flows used in financing activities were $131.8 million for the six months ended June 30, 2024 compared to $282.7 million for the six months ended June 30, 2023. Cash flows used in financing activities for the six months ended June 30, 2024 consists primarily of $98.2 million of distributions paid to holders of common units, OpCo common units, Series A preferred units and Class B units, $33.4 million used to repay borrowings under our secured revolving credit facility, $4.9 million of restricted units repurchased for tax withholding and $0.3 million paid in connection with the redemption of Class B units, partially offset by $5.0 million of additional borrowings under our secured revolving credit facility.

Cash flows used in financing activities for the six months ended June 30, 2023 consists of $243.2 million of distributions to common unitholders of TGR, $66.7 million of distributions paid to holders common units, OpCo common units and Class B units, $22.5 million used to repay borrowings under our secured revolving credit facility, $4.9 million of restricted units repurchased for tax withholding and a $4.8 million payment of loan origination costs, partially offset by $59.1 million of additional borrowings under our secured revolving credit facility and $0.3 million in Class B contributions.

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Indebtedness

On June 13, 2023, we entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated our existing Credit Agreement, dated as of January 11, 2017 (as amended on July 12, 2018, December 8, 2020, June 7, 2022 and December 15, 2022). The A&R Credit Agreement provides for, among other things, (i) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $750.0 million, with an initial borrowing base of $400.0 million and an initial aggregate elected commitments amount of up to $400.0 million, including a sub-facility for the issuance of letters of credit of up to $10.0 million and (ii) an extension of the maturity date of the A&R Credit Agreement to June 7, 2027.

On July 24, 2023, we entered into Amendment No. 1 (the “First Amendment”) to the A&R Credit Agreement. The First Amendment amends the A&R Credit Agreement to, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations from $30.0 million to $50.0 million and (ii) permit us to issue certain preferred equity interests.

On December 8, 2023, we entered into Amendment No. 2 (the “Second Amendment”) to the A&R Credit Agreement. The Second Amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $400.0 million to $550.0 million.

For additional information on our secured revolving credit facility, please read Note 9―Long-Term Debt to the unaudited interim consolidated financial statements included in this Quarterly Report.

Tax Matters

Even though we are organized as a limited partnership under state law, we are treated as a corporation for United States federal income tax purposes. Accordingly, we are subject to United States federal income tax at regular corporate rates on our net taxable income. The non-controlling interest, which represents OpCo common unitholders’, are not subject to federal income taxes. We estimate that a portion of our quarterly distributions will constitute a non-taxable reduction to the tax basis of unitholders’ common units. The reduced tax basis will increase unitholders’ capital gain (or decrease unitholders’ capital loss) when unitholders sell their common units. We currently believe that the portion that constitutes dividends for U.S. federal income tax purposes will be considered qualified dividends, subject to holding period and certain other conditions, which are subject to a tax rate of 0%, 15% or 20% depending on the income level and tax filing status of a unitholder for 2024. Our estimates regarding treatment of our distributions are based on currently available information only and are subject to change, including with respect to prior quarters.

Distributions in excess of the amount taxable as dividend income will reduce a common unitholder’s tax basis in its common units or produce capital gain to the extent they exceed a common unitholder’s tax basis. Any reduced tax basis will increase a common unitholder’s capital gain when it sells its common units. Our estimates are the result of certain non-cash expenses (principally depletion) substantially offsetting our taxable income and tax “earnings and profits.” Our estimates of the tax treatment of earnings and distributions are based upon assumptions regarding the capital structure and earnings of the Operating Company, our capital structure and the amount of the earnings of the Operating Company allocated to us. Many factors may impact these estimates, including changes in drilling and production activity, commodity prices, future acquisitions or changes in the business, economic, regulatory, legislative, competitive or political environment in which we operate. These estimates are based on current tax law and tax reporting positions that we have adopted and with which the Internal Revenue Service could disagree. These estimates are not fact and should not be relied upon as being necessarily indicative of future results, and no assurances can be made regarding these estimates. You are encouraged to consult with your tax advisor on this matter.

New and Revised Financial Accounting Standards

The effects of new accounting pronouncements are discussed in Note 2—Summary of Significant Accounting Policies to our unaudited interim consolidated financial statements included elsewhere in this Quarterly Report.

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Critical Accounting Policies and Related Estimates

There have been no substantial changes to our critical accounting policies and related estimates from those previously disclosed in our 2023 Form 10-K.

Contractual Obligations and Off-Balance Sheet Arrangements

There have been no significant changes to our contractual obligations previously disclosed in our 2023 Form 10-K. As of June 30, 2024, we did not have any off-balance sheet arrangements. See Note 8—Leases to the unaudited interim consolidated financial statements for additional information regarding our operating leases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to the oil, natural gas and NGL production of our operators. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil, natural gas and NGL production has been volatile and unpredictable for several years, and we expect commodity prices to be even more volatile in the future as a result of ongoing international supply and demand imbalances and limited international storage capacity. The prices that our operators receive for production depend on many factors outside of our or their control. To reduce the impact of fluctuations in oil and natural gas prices on our revenues, we entered into commodity derivative contracts to reduce our exposure to price volatility of oil and natural gas. The counterparties to the contracts are unrelated third parties.

Our commodity derivative contracts consist of fixed price swaps, under which we receive a fixed price for the contract and pay a floating market price to the counterparty over a specified period for a contracted volume.

Our oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and our natural gas fixed price swap transactions are settled based upon the last day settlement of the first nearby month futures contract of the contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month.

Because we have not designated any of our derivative contracts as hedges for accounting purposes, changes in fair values of our derivative contracts will be recognized as gains and losses in current period earnings. As a result, our current period earnings may be significantly affected by changes in the fair value of our commodity derivative contracts. Changes in fair value are principally measured based on future prices as of period-end compared to the contract price. See Note 5—Derivatives to the unaudited interim consolidated financial statements in Item 1 of this Quarterly Report for additional information regarding our commodity derivatives.

Counterparty and Customer Credit Risk

Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. While we do not require our counterparties to our derivative contracts to post collateral, we do evaluate the credit standing of such counterparties as we deem appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. As of June 30, 2024, we had six counterparties to our derivative contracts, which are also lenders under our secured revolving credit facility.

As an owner of mineral and royalty interests, we have no control over the volumes or method of sale of oil, natural gas and NGLs produced and sold from the underlying properties. It is believed that the loss of any single purchaser would not have a material adverse effect on our results of operations.

Interest Rate Risk

We will have exposure to changes in interest rates on our indebtedness. As of June 30, 2024, we had total borrowings outstanding under our secured revolving credit facility of $265.8 million. The impact of a 1% increase in the

35

interest rate on this amount of debt could result in an increase in interest expense of approximately $2.7 million annually, assuming that our indebtedness remained constant throughout the year.

Inflation

Inflation in the United States did not have a material impact on results of operations for the period from January 1, 2023 through June 30, 2024. However, inflation in wages and other costs has the potential to adversely affect our results of operations, cash flows and financial position by increasing our overall cost structure. In addition, the existence of inflation in the economy has the potential to result in higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of labor and other similar effects.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of the 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 such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure 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 management, including its principal executive officer and principal financial officer concluded that as of June 30, 2024, our disclosure controls and procedures were effective in ensuring that all information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our General Partner’s management, including its principal executive officer and principal financial officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Partnership’s legal proceedings, see Note 16—Commitments and Contingencies to the unaudited interim consolidated financial statements included in Part I of this Quarterly Report and incorporated by reference herein.

Item 1A. Risk Factors

In addition to the risks and uncertainties discussed in this Quarterly Report, included in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the risks set out under the heading “Risk Factors” in Part I, Item 1A. Risk Factors in our 2023 Form 10-K. These risk factors could materially affect our business, financial condition and results of operations. The volatility in the worldwide economy and oil and gas industry may make it more difficult to identify all the risks to our business, results of operations and financial condition and the ultimate impact of identified risks. Further, 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.

36

Item 5. Other Information

Rule 10b5-1 Plans

On March 18, 2024, a member of our Board of Directors, Mitch Wynne, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 27,539 common units between June 18, 2024, and December 18, 2024, subject to certain conditions. As of June 18, 2024, all shares had been sold under the plan.

Item 6. Exhibits

Exhibit
Number

      

Description

3.1

Certificate of Limited Partnership of Kimbell Royalty Partners, LP (incorporated by reference to Exhibit 3.1 to Kimbell Royalty Partners, LP’s Registration Statement on Form S-1 (File No. 333-215458) filed on January 6, 2017)

3.2

Fifth Amended and Restated Agreement of Limited Partnership of Kimbell Royalty Partners, LP, dated as of September 13, 2023 (incorporated by reference to Exhibit 3.1 to Kimbell Royalty Partners, LP’s Current Report on Form 8-K filed September 13, 2023)

3.3

Certificate of Formation of Kimbell Royalty GP, LLC (incorporated by reference to Exhibit 3.3 to Kimbell Royalty Partners, LP’s Registration Statement on Form S-1 (File No. 333-215458) filed on January 6, 2017)

3.4

Third Amended and Restated Limited Liability Company Agreement of Kimbell Royalty Operating, LLC, dated as of September 13, 2023 (incorporated by reference to Exhibit 3.2 to Kimbell Royalty Partners, LP’s Current Report on Form 8-K filed on September 13, 2023)

10.1+

First Amendment to the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Kimbell Royalty Partners, LP’s Current Report on 10-Q filed on May 2, 2024)

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934

31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934

32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS*

Inline XBRL Instance Document —the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

—filed herewith

**

—furnished herewith

+

—Management contract or compensatory plan or arrangement.

37

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    

Kimbell Royalty Partners, LP

By:

Kimbell Royalty GP, LLC

its general partner

Date: August 1, 2024

By:

/s/ Robert D. Ravnaas

Name:

Robert D. Ravnaas

Title:

Chief Executive Officer and Chairman

Principal Executive Officer

Date: August 1, 2024

    

By:

/s/ R. Davis Ravnaas

Name:

R. Davis Ravnaas

Title:

President and Chief Financial Officer

Principal Financial Officer

38

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert D. Ravnaas, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Kimbell Royalty Partners, LP;  

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;

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;

4.

The registrant’s other certifying officer 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;  

(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;

(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  

(d)

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  

5.

The registrant’s other certifying officer 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):  

(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  

(b)

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.  

Date: August 1, 2024

/s/ Robert D. Ravnaas

Chief Executive Officer and Chairman of the Board of Directors of Kimbell Royalty GP, LLC, the general partner of Kimbell Royalty Partners, LP

(Principal Executive Officer)


Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Davis Ravnaas, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Kimbell Royalty Partners, LP;  

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;

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;

4.

The registrant’s other certifying officer 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;  

(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;

(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  

(d)

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  

5.

The registrant’s other certifying officer 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):  

(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  

(b)

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.  

Date: August 1, 2024

/s/ R. Davis Ravnaas

President and Chief Financial Officer of Kimbell Royalty GP, LLC, the general partner of Kimbell Royalty Partners, LP
(Principal Financial Officer)


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kimbell Royalty Partners, LP (the “Partnership”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert D. Ravnaas, Chief Executive Officer and Chairman of the Board of Directors of Kimbell Royalty GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: August 1, 2024

/s/ Robert D. Ravnaas

Chief Executive Officer and Chairman of the Board of Directors of Kimbell Royalty GP, LLC, the general partner of Kimbell Royalty Partners, LP
(Principal Executive Officer)


Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kimbell Royalty Partners, LP (the “Partnership”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Davis Ravnaas, President and Chief Financial Officer of Kimbell Royalty GP, LLC, the general partner of  the Partnership, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: August 1, 2024

/s/ R. Davis Ravnaas

President and Chief Financial Officer of Kimbell Royalty GP, LLC, the general partner of Kimbell Royalty Partners, LP

(Principal Financial Officer)


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Jul. 26, 2024
Document Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity Registrant Name Kimbell Royalty Partners, LP  
Entity File Number 001-38005  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 47-5505475  
Entity Address, Address Line One 777 Taylor Street, Suite 810  
Entity Address, City or Town Fort Worth  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 76102  
City Area Code 817  
Local Phone Number 945-9700  
Title of 12(b) Security Common Units Representing Limited Partner Interests  
Trading Symbol KRP  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001657788  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Common Units    
Document Information    
Entity Common Stock, Shares Outstanding   80,969,651
Class B    
Document Information    
Entity Common Stock, Shares Outstanding   14,524,120
v3.24.2.u1
CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 30,945,157 $ 30,992,670
Oil, natural gas and NGL receivables 53,218,203 59,020,471
Derivative assets 2,378,353 11,427,735
Accounts receivable and other current assets 2,389,179 1,699,536
Total current assets 88,930,892 103,140,412
Property and equipment, net 444,335 589,895
Oil and natural gas properties    
Oil and natural gas properties, using full cost method of accounting ($155,984,953 and $222,712,844 excluded from depletion at June 30, 2024 and December 31, 2023, respectively) 2,048,711,692 2,048,690,088
Less: accumulated depreciation, depletion and impairment (903,995,713) (827,033,944)
Total oil and natural gas properties, net 1,144,715,979 1,221,656,144
Right-of-use assets, net 2,016,364 2,189,243
Derivative assets 412,015 2,888,051
Loan origination costs, net 6,281,710 7,325,471
Total assets 1,242,801,295 1,337,789,216
Current liabilities    
Accounts payable 6,501,900 6,594,736
Other current liabilities 8,976,730 6,173,314
Derivative liabilities 178,879 208,710
Total current liabilities 15,657,509 12,976,760
Operating lease liabilities, excluding current portion 1,701,904 1,887,693
Derivative liabilities 1,098,534 60,094
Long-term debt 265,759,776 294,200,000
Other liabilities 135,420 197,917
Total liabilities 284,353,143 309,322,464
Commitments and contingencies (Note 16)
Mezzanine equity:    
Series A preferred units (325,000 units issued and outstanding as of June 30, 2024 and December 31, 2023) 315,212,857 314,423,572
Kimbell Royalty Partners, LP unitholders' equity:    
Common units (80,969,651 units and 73,851,458 units issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) 722,151,755 670,530,748
Class B units (14,524,120 and 20,847,295 units issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) 726,206 1,042,365
Total Kimbell Royalty Partners, LP unitholders' equity 722,877,961 671,573,113
Non-controlling (deficit) interest in OpCo (79,642,666) 42,470,067
Total unitholders' equity 643,235,295 714,043,180
Total liabilities, mezzanine equity and unitholders' equity $ 1,242,801,295 $ 1,337,789,216
v3.24.2.u1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
CONSOLIDATED BALANCE SHEETS    
Oil and natural gas properties excluded from depletion $ 155,984,953 $ 222,712,844
Temporary equity, issued (in units) 325,000 325,000
Temporary equity, outstanding (in units) 325,000 325,000
Common units, issued (in units) 80,969,651 73,851,458
Common units, outstanding (in units) 80,969,651 73,851,458
Class B units, issued (in units) 14,524,120 20,847,295
Class B units, outstanding (in units) 14,524,120 20,847,295
v3.24.2.u1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
(Loss) gain on commodity derivative instruments, net $ (1,046,261) $ 1,729,459 $ (6,750,622) $ 10,791,835
Total revenues 76,572,892 60,752,262 158,806,836 127,668,734
Costs and expenses        
Production and ad valorem taxes 5,576,798 5,404,955 12,108,699 9,682,159
Depreciation and depletion expense 33,023,934 19,656,855 71,190,740 37,220,503
Impairment of oil and natural gas properties 0 0 5,963,575 0
Marketing and other deductions 3,827,646 2,907,459 8,390,590 5,669,498
General and administrative expense 10,252,123 7,925,159 19,700,004 16,203,426
General and administrative expense consolidated variable interest entities   219,473   927,699
Total costs and expenses 52,680,501 36,113,901 117,353,608 69,703,285
Operating income 23,892,391 24,638,361 41,453,228 57,965,449
Other (expense) income        
Interest expense (6,946,580) (6,341,118) (14,247,910) (11,804,522)
Loss on extinguishment of debt   (480,244)   (480,244)
Other expense   (180,765)   (180,765)
Interest earned on marketable securities in trust account   1,100,000   3,500,000
Net income before income taxes 16,945,811 18,706,088 27,205,318 49,008,609
Income tax expense 1,759,282 909,057 2,681,850 2,312,040
Net income 15,186,529 17,797,031 24,523,468 46,696,569
Distribution and accretion on Series A preferred units (5,243,004)   (10,499,291)  
Net income and distributions and accretion on Series A preferred units attributable to non-controlling interests (1,512,360) (4,297,442) (2,403,209) (9,860,860)
Distribution on Class B units (20,847) (31,601) (41,694) (47,085)
Net income attributable to common units of Kimbell Royalty Partners, LP $ 8,410,318 $ 13,467,988 $ 11,579,274 $ 36,788,624
Net income per unit attributable to common units of Kimbell Royalty Partners, LP        
Net income per unit attributable to common units (basic) (in dollar per share) $ 0.11 $ 0.24 $ 0.16 $ 0.61
Net income per unit attributable to common units (diluted) (in dollar per share) $ 0.11 $ 0.23 $ 0.16 $ 0.59
Weighted average number of common units outstanding        
Weighted average number of common units outstanding Basic (in units) 74,834,777 63,274,492 73,473,416 62,910,053
Weighted average number of common units outstanding Diluted (in units) 116,593,560 82,959,981 116,395,698 81,263,101
Consolidated variable interest entities        
Other (expense) income        
Interest earned on marketable securities in trust account   $ 1,069,854   $ 3,508,691
Oil, natural gas and NGL revenues        
Revenues $ 76,959,173 56,981,614 $ 164,458,682 114,398,373
Lease bonus and other income        
Revenues $ 659,980 $ 2,041,189 $ 1,098,776 $ 2,478,526
v3.24.2.u1
CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS' EQUITY - USD ($)
Common Units
Class B Common Units
Non-controlling (deficit) Interest in Opco
Total
Unitholders' capital, beginning balance at Dec. 31, 2022 $ 601,841,776 $ 774,220 $ (26,106,320) $ 576,509,676
Unitholders' capital, beginning balance (in units) at Dec. 31, 2022 64,231,833 15,484,400    
Increase (Decrease) in Unitholders' Capital        
Restricted units repurchased for tax withholding $ (4,851,962)     (4,851,962)
Restricted units repurchased for tax withholding (in units) (279,662)      
Unit-based compensation $ 3,170,000     3,170,000
Unit-based compensation (in units) 998,162      
Distributions to unitholders $ (31,176,160)   (7,436,615) (38,612,775)
Distribution on Class B units (15,484)     (15,484)
Net income 23,336,120   5,563,418 28,899,538
Unitholders' capital, ending balance at Mar. 31, 2023 $ 592,304,290 $ 774,220 (27,979,517) 565,098,993
Unitholders' capital, ending balance (in units) at Mar. 31, 2023 64,950,333 15,484,400    
Unitholders' capital, beginning balance at Dec. 31, 2022 $ 601,841,776 $ 774,220 (26,106,320) 576,509,676
Unitholders' capital, beginning balance (in units) at Dec. 31, 2022 64,231,833 15,484,400    
Increase (Decrease) in Unitholders' Capital        
Net income       46,696,569
Unitholders' capital, ending balance at Jun. 30, 2023 $ 596,177,270 $ 1,042,681 54,732,173 651,952,124
Unitholders' capital, ending balance (in units) at Jun. 30, 2023 65,507,635 20,853,618    
Unitholders' capital, beginning balance at Mar. 31, 2023 $ 592,304,290 $ 774,220 (27,979,517) 565,098,993
Unitholders' capital, beginning balance (in units) at Mar. 31, 2023 64,950,333 15,484,400    
Increase (Decrease) in Unitholders' Capital        
Units issued for acquisition $ 8,654,900 $ 268,461 83,383,956 92,307,317
Units issued for acquisition (in units) 557,302 5,369,218    
Unit-based compensation $ 3,289,740     3,289,740
Distributions to unitholders (22,732,617)   (5,349,476) (28,082,093)
Distribution on Class B units (31,601)     (31,601)
Accretion of redeemable noncontrolling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions 1,192,969   379,768 1,572,737
Net income 13,499,589   4,297,442 17,797,031
Unitholders' capital, ending balance at Jun. 30, 2023 $ 596,177,270 $ 1,042,681 54,732,173 651,952,124
Unitholders' capital, ending balance (in units) at Jun. 30, 2023 65,507,635 20,853,618    
Unitholders' capital, beginning balance at Dec. 31, 2023 $ 670,530,748 $ 1,042,365 42,470,067 $ 714,043,180
Unitholders' capital, beginning balance (in units) at Dec. 31, 2023 73,851,458 20,847,295   73,851,458
Increase (Decrease) in Unitholders' Capital        
Restricted units repurchased for tax withholding $ (4,914,149)     $ (4,914,149)
Restricted units repurchased for tax withholding (in units) (292,484)      
Unit-based compensation $ 3,684,080     3,684,080
Unit-based compensation (in units) 1,087,502      
Distributions to unitholders $ (32,097,985)   (9,462,525) (41,560,510)
Distribution and accretion on Series A preferred units (4,108,784)   (1,147,503) (5,256,287)
Distribution on Class B units (20,847)     (20,847)
Net income 7,298,587   2,038,352 9,336,939
Unitholders' capital, ending balance at Mar. 31, 2024 $ 640,371,650 $ 1,042,365 33,898,391 675,312,406
Unitholders' capital, ending balance (in units) at Mar. 31, 2024 74,646,476 20,847,295    
Unitholders' capital, beginning balance at Dec. 31, 2023 $ 670,530,748 $ 1,042,365 42,470,067 $ 714,043,180
Unitholders' capital, beginning balance (in units) at Dec. 31, 2023 73,851,458 20,847,295   73,851,458
Increase (Decrease) in Unitholders' Capital        
Net income       $ 24,523,468
Unitholders' capital, ending balance at Jun. 30, 2024 $ 722,151,755 $ 726,206 (79,642,666) $ 643,235,295
Unitholders' capital, ending balance (in units) at Jun. 30, 2024 80,969,651 14,524,120   80,969,651
Unitholders' capital, beginning balance at Mar. 31, 2024 $ 640,371,650 $ 1,042,365 33,898,391 $ 675,312,406
Unitholders' capital, beginning balance (in units) at Mar. 31, 2024 74,646,476 20,847,295    
Increase (Decrease) in Unitholders' Capital        
Conversion of Class B units to common units $ 104,838,242 $ (316,159) (104,838,242) (316,159)
Conversion of Class B units to common units (in units) 6,323,175 (6,323,175)    
Unit-based compensation $ 5,108,318     5,108,318
Distributions to unitholders (36,576,773)   (10,215,175) (46,791,948)
Distribution and accretion on Series A preferred units (4,445,570)   (797,434) (5,243,004)
Distribution on Class B units (20,847)     (20,847)
Net income 12,876,735   2,309,794 15,186,529
Unitholders' capital, ending balance at Jun. 30, 2024 $ 722,151,755 $ 726,206 $ (79,642,666) $ 643,235,295
Unitholders' capital, ending balance (in units) at Jun. 30, 2024 80,969,651 14,524,120   80,969,651
v3.24.2.u1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 24,523,468 $ 46,696,569
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and depletion expense 71,190,740 37,220,503
Impairment of oil and natural gas properties 5,963,575 0
Amortization of right-of-use assets 172,879 167,658
Amortization of loan origination costs 1,060,260 1,008,830
Loss on extinguishment of debt   480,244
Unit-based compensation 8,792,398 6,459,740
Loss (gain) on derivative instruments, net of settlements 12,534,027 (15,100,314)
Changes in operating assets and liabilities:    
Oil, natural gas and NGL receivables 5,802,268 1,987,323
Accounts receivable and other current assets (689,643) 427,105
Accounts payable (39,409) 159,557
Other current liabilities 2,803,415 3,431,295
Operating lease liabilities (185,789) (170,331)
Net cash provided by operating activities 131,928,189 78,572,135
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of property and equipment (109,484) (72,123)
Purchase of oil and natural gas properties (21,605) (44,175,131)
Proceeds from trust of variable interest entity   930,850
Net cash (used in) provided by investing activities (131,089) 199,882,583
CASH FLOWS FROM FINANCING ACTIVITIES    
Contributions from Class B unitholders   268,461
Redemption of Class B contributions on converted units (316,159)  
Distribution to common unitholders (68,674,758) (53,908,777)
Distribution to OpCo unitholders (19,677,700) (12,786,091)
Distribution on Series A preferred units (9,763,430)  
Distribution on Class B units (41,694) (47,085)
Borrowings on long-term debt 4,959,776 59,084,089
Repayments on long-term debt (33,400,000) (22,500,000)
Payment of loan origination costs (16,499) (4,793,368)
Restricted units repurchased for tax withholding (4,914,149) (4,851,962)
Net cash used in financing activities (131,844,613) (282,702,167)
NET DECREASE IN CASH AND CASH EQUIVALENTS (47,513) (4,247,449)
CASH AND CASH EQUIVALENTS, beginning of period 30,992,670 25,026,568
CASH AND CASH EQUIVALENTS, end of period 30,945,157 20,779,119
Supplemental cash flow information:    
Cash paid for interest 13,325,254 10,963,296
Non-cash investing and financing activities:    
Units issued in exchange for oil and natural gas properties   92,038,856
Noncash deemed distribution to Series A preferred units 789,285  
Distribution on Series A preferred units in accounts payable 4,848,361  
Recognition of tenant improvement asset $ 62,500 62,500
Consolidated variable interest entities    
Changes in operating assets and liabilities:    
Interest earned on marketable securities in trust account   (3,508,691)
Other assets and liabilities   (687,353)
CASH FLOWS FROM INVESTING ACTIVITIES    
Cash paid for transaction costs   31,553
Cash received from investments held in trust   243,167,434
CASH FLOWS FROM FINANCING ACTIVITIES    
Redemption of Kimbell Tiger Acquisition Corporation equity units   (243,167,434)
Non-cash investing and financing activities:    
Reduction of deferred underwriting commission associated with redemption of Kimbell Tiger Acquisition Corporation equity units   $ (8,050,000)
v3.24.2.u1
ORGANIZATION AND BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2024
ORGANIZATION AND BASIS OF PRESENTATION  
ORGANIZATION AND BASIS OF PRESENTATION

Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” the “Partnership,” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” or “OpCo” refer to Kimbell Royalty Operating, LLC. References to the “General Partner” refer to Kimbell Royalty GP, LLC. References to “Kimbell Operating” refer to Kimbell Operating Company, LLC, a wholly owned subsidiary of the General Partner. References to the “Sponsors” refer to affiliates of the Partnership’s founders, Ben J. Fortson, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of the Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to the Partnership.

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Organization

Kimbell Royalty Partners, LP is a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. The Partnership has elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, the Partnership is entitled to a portion of the revenues received from the production of oil, natural gas and associated natural gas liquids (“NGL”) from the acreage underlying its interests, net of post-production expenses and taxes. The Partnership is not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. The Partnership’s primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, its Sponsors and the Contributing Parties, and from organic growth through the continued development by working interest owners of the properties in which it owns an interest.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As a result, the accompanying unaudited interim consolidated financial statements do not include all disclosures required for complete annual 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 Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), which contains a summary of the Partnership’s significant accounting policies and other disclosures. In the opinion of management of the General Partner, the unaudited interim consolidated financial statements contain all adjustments necessary to fairly present the financial position and results of operations for the interim periods in accordance with GAAP and all adjustments are of a normal recurring nature. The accompanying unaudited interim consolidated financial statements include the accounts of the Partnership and its consolidated subsidiaries. All material intercompany balances and transactions are eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates.

Segment Reporting

The Partnership operates in a 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 operating decision maker allocates resources and assesses performance based upon financial information of the Partnership as a whole.

Global Conflicts

In February 2022, Russia invaded Ukraine and is still engaged in active armed conflict against the country. In October 2023, armed active conflict escalated in the Middle East between Israel and Hamas and is still active. In April 2024, Iran launched an attack on Israel, further escalating the regional conflict in the Middle East. These conflicts and the sanctions imposed in response have led to regional instability and caused dramatic fluctuations in global financial markets and have increased the level of global economic and political uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has increased volatility in commodity prices. To date, the Partnership has not experienced a material impact to operations or the consolidated financial statements as a result of these conflicts; however, the Partnership will continue to monitor for events that could materially impact them.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

For a description of the Partnership’s significant accounting policies, see Note 2 of the consolidated financial statements included in the Partnership’s 2023 Form 10-K, as well as the items noted below. There have been no substantial changes in such policies or the application of such policies during the three and six months ended June 30, 2024.

Consolidation

The Partnership analyzes whether it has a variable interest in an entity and whether that entity is a variable interest entity (“VIE”) to determine whether it is required to consolidate those entities. The Partnership performs the variable interest analysis for all entities in which it has a potential variable interest, which primarily consist of all entities with respect to which the Partnership serves as the sponsor, general partner or managing member, and general partner entities not wholly owned by the Partnership. If the Partnership has a variable interest in the entity and the entity is a VIE, it will also analyze whether the Partnership is the primary beneficiary of this entity and whether consolidation is required.

In evaluating whether it has a variable interest in the entity, the Partnership reviews the equity ownership and the extent to which it absorbs risk created and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate with the level of effort required to provide services. Fees received by the Partnership are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length and (iii) the Partnership’s other economic interests in the VIE held directly and indirectly through its related parties, as well as economic interests held by related parties under common control, where applicable, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. Evaluation of these criteria requires judgment.

For entities determined to be VIEs, the Partnership must then evaluate whether it is the primary beneficiary of such VIEs. To make this determination, the Partnership evaluates its economic interests in the entity specifically determining if the Partnership has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (the “benefits”). When making the determination on whether the benefits received from an entity are significant, the Partnership considers the total economics of the entity and analyzes whether the Partnership’s share of the economics is significant. The Partnership utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

VIEs of which the Partnership is the primary beneficiary have been included in the Partnership’s consolidated financial statements. The portion of the consolidated subsidiaries owned by third parties and any related activity is eliminated through non-controlling interests in the consolidated balance sheets and income (loss) attributable to non-controlling interests in the consolidated statements of operations.

Investments Held in Trust by Consolidated Variable Interest Entities

Investments held in trust represented funds raised by Kimbell Tiger Acquisition Corporation (“TGR”), a consolidated special purpose acquisition company, through TGR’s initial public offering. These funds were held in an

actively-traded money market fund, which invested in U.S. Treasury securities. Investments held in trust were classified as trading securities and were presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in other income (expense)—interest earned on marketable securities in trust account on the accompanying unaudited interim consolidated statements of operations. Interest earned on marketable securities in trust account was $1.1 million and $3.5 million for the three and six months ended June 30, 2023, respectively. As discussed further in Note 4, the Partnership completed the dissolution and deconsolidation of TGR (along with related entities) on June 30, 2023.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” The amendments in this update apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The Partnership is currently evaluating the impact of the adoption of this update, but does not believe it will have a material impact on its financial position, results of operations or liquidity.

v3.24.2.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS
6 Months Ended
Jun. 30, 2024
REVENUE FROM CONTRACTS WITH CUSTOMERS  
REVENUE FROM CONTRACTS WITH CUSTOMERS

NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS

The Partnership has the right to receive revenues from oil, natural gas and NGL sales obtained by the operator of the wells in which the Partnership owns a mineral or royalty interest. Revenue is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Partnership’s contracts are tied to a market index.

The Partnership’s oil, natural gas and NGL sales contracts are generally structured whereby the producer of the properties in which the Partnership owns a mineral or royalty interest sells the Partnership’s proportionate share of oil, natural gas and NGL production to the purchaser and the Partnership collects its percentage royalty based on the revenue generated by the sale of the oil, natural gas and NGL. In this scenario, the Partnership recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Partnership’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.

The following table disaggregates the Partnership’s oil, natural gas and NGL revenues for the following periods:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

2024

    

2023

Oil revenue

$

53,405,154

$

39,809,883

$

115,033,027

$

72,810,169

Natural gas revenue

14,070,601

11,539,982

28,625,174

31,188,764

NGL revenue

9,483,418

5,631,749

20,800,481

10,399,440

Total Oil, natural gas and NGL revenues

$

76,959,173

$

56,981,614

$

164,458,682

$

114,398,373

v3.24.2.u1
ACQUISITIONS AND SPECIAL PURPOSE ACQUISITION COMPANY
6 Months Ended
Jun. 30, 2024
ACQUISITIONS AND SPECIAL PURPOSE ACQUISITION COMPANY  
ACQUISITIONS AND SPECIAL PURPOSE ACQUISITION COMPANY

NOTE 4ACQUISITIONS AND SPECIAL PURPOSE ACQUISITION COMPANY

Acquisitions

On September 13, 2023, the Partnership completed the acquisition of all issued and outstanding membership interests of Cherry Creek Minerals LLC pursuant to a securities purchase agreement with LongPoint Minerals II, LLC (the “LongPoint Acquisition”) in a cash transaction valued at approximately $455.0 million. The Partnership funded the cash transaction with borrowings under its secured revolving credit facility and net proceeds from the Preferred Unit Transaction (as defined in Note 10—Preferred Units). The adjusted purchase price of the LongPoint Acquisition includes the total cash consideration of $455.0 million, transactional costs of $7.4 million and less $16.6 million of post-effective net oil, natural gas and NGL revenues earned prior to the closing date. The LongPoint Acquisition was accounted for as an asset acquisition and the allocation of the purchase price was $198.2 million to proved properties and $247.6 million to unevaluated properties.

On May 17, 2023, the Partnership completed the acquisition of certain mineral and royalty assets held by MB Minerals, L.P. and certain of its affiliates (the “MB Minerals Acquisition”). The aggregate consideration for the MB Minerals Acquisition consisted of (i) approximately $48.8 million in cash and (ii) the issuance of (a) 5,369,218 common units of the Operating Company (“OpCo common units”) and an equal number of Class B units representing limited partnership interests in the Partnership (“Class B Units”) and (b) 557,302 common units representing limited partner interests in the Partnership (“common units”). The Partnership funded the cash payment of the purchase price with borrowings under its secured revolving credit facility. The assets acquired in the MB Minerals Acquisition are located in Howard and Borden Counties, Texas. The MB Minerals Acquisition was accounted for as an asset acquisition and the allocation of the purchase price was $60.8 million to proved properties and $74.9 million to unevaluated properties.

Special Purpose Acquisition Company

On February 8, 2022, the Partnership’s previously dissolved special purpose acquisition company and subsidiary, TGR, consummated its $230 million initial public offering. Under the terms of TGR’s governing documents, TGR had until May 8, 2023 to complete a business combination, subject to an option to extend such deadline.

On May 22, 2023, as a result of TGR’s inability to consummate an initial business combination on or prior to May 8, 2023, and pursuant to the terms of its organizational documents, TGR redeemed all of its outstanding shares of Class A common stock of TGR, par value $0.0001 per share (the “Class A common stock”), included as part of the units issued in its initial public offering. The Class A common stock was redeemed on June 22, 2023 and the Partnership completed the dissolution and deconsolidation of TGR (along with related entities) on June 30, 2023 in accordance with the terms of its organizational documents.

v3.24.2.u1
DERIVATIVES
6 Months Ended
Jun. 30, 2024
DERIVATIVES  
DERIVATIVES

NOTE 5DERIVATIVES

Commodity Derivatives

The Partnership’s ongoing operations expose it to changes in the market price for oil and natural gas. To mitigate the inherent commodity price risk associated with its operations, the Partnership uses oil and natural gas commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts and other contractual arrangements. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty.

As of June 30, 2024, the Partnership’s commodity derivative contracts consisted of fixed price swaps, under which the Partnership receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.

The Partnership’s oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and its natural gas fixed price swap transactions are settled based upon the last scheduled trading day for the first nearby month futures contract corresponding to the relevant contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month. Changes in the fair values of the Partnership’s commodity derivative instruments are recognized as gains or losses in the

current period and are presented on a net basis within revenue in the accompanying unaudited interim consolidated statements of operations.

The Partnership has not designated any of its derivative contracts as hedges for accounting purposes. Changes in the fair value consisted of the following:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Beginning fair value of derivative instruments

$

5,309,268

$

175,525

$

14,046,982

$

(12,324,076)

(Loss) gain on commodity derivative instruments, net

(1,046,261)

1,729,459

(6,750,622)

10,791,835

Net cash (received) paid on settlements of derivative instruments

(2,750,052)

871,254

(5,783,405)

4,308,479

Ending fair value of derivative instruments

$

1,512,955

$

2,776,238

$

1,512,955

$

2,776,238

The following table presents the fair value of the Partnership’s derivative contracts for the periods indicated:

June 30, 

December 31, 

Classification

Balance Sheet Location

2024

2023

Assets:

Current assets

Derivative assets

$

2,378,353

$

11,427,735

Long-term assets

Derivative assets

412,015

2,888,051

Liabilities:

Current liabilities

Derivative liabilities

(178,879)

(208,710)

Long-term liabilities

Derivative liabilities

(1,098,534)

(60,094)

$

1,512,955

$

14,046,982

As of June 30, 2024, the Partnership’s open commodity derivative contracts consisted of the following:

Oil Price Swaps

Notional

Weighted Average

Range (per Bbl)

Volumes (Bbl)

Fixed Price (per Bbl)

Low

High

July 2024 - December 2024

284,096

$

75.74

$

69.30

$

80.80

January 2025 - December 2025

563,526

$

70.36

$

64.35

$

77.01

January 2026 - June 2026

295,392

$

70.58

$

70.38

$

70.78

Natural Gas Price Swaps

Notional

Weighted Average

Range (per MMBtu)

Volumes (MMBtu)

Fixed Price (per MMBtu)

Low

High

July 2024 - December 2024

2,661,652

$

4.08

$

3.27

$

4.48

January 2025 - December 2025

5,153,291

$

3.81

$

3.50

$

4.37

January 2026 - June 2026

2,606,400

$

3.70

$

3.33

$

4.07

v3.24.2.u1
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2024
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 6—FAIR VALUE MEASUREMENTS

The Partnership measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below. The carrying values of cash, oil, natural gas and NGL receivables, accounts receivable and other current assets and current and long-term liabilities included in the unaudited interim consolidated balance sheets approximated fair value as of June 30, 2024 and December 31, 2023 due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. As a result, these financial assets and liabilities are not discussed below.

Level 1— Unadjusted quoted market prices for identical assets or liabilities in active markets.
Level 2—Quoted prices for similar assets or liabilities in non-active markets, or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3—Measurement based on prices or valuations models that require inputs that are both unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value).

Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Partnership recognizes transfers between fair value hierarchy levels as of the end of the reporting period in which the event or change in circumstances causing the transfer occurred. The Partnership did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements during the three and six months ended June 30, 2024 and 2023.

The Partnership’s commodity derivative instruments are classified within Level 2. The fair values of the Partnership’s oil and natural gas fixed price swaps are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, volatility factors and discount rates, or can be corroborated from active markets.

The following tables summarize the Partnership’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy:

Fair Value Measurements Using

Level 1

Level 2

Level 3

Effect of
Counterparty Netting

Total

June 30, 2024

Assets

Commodity derivative contracts

$

$

2,790,368

$

$

$

2,790,368

Liabilities

Commodity derivative contracts

$

$

(1,277,413)

$

$

$

(1,277,413)

December 31, 2023

Assets

Commodity derivative contracts

$

$

14,315,786

$

$

$

14,315,786

Liabilities

Commodity derivative contracts

$

$

(268,804)

$

$

$

(268,804)

v3.24.2.u1
OIL AND NATURAL GAS PROPERTIES
6 Months Ended
Jun. 30, 2024
OIL AND NATURAL GAS PROPERTIES  
OIL AND NATURAL GAS PROPERTIES

NOTE 7—OIL AND NATURAL GAS PROPERTIES

Oil and natural gas properties consist of the following:

    

June 30, 

December 31, 

2024

2023

Oil and natural gas properties

Proved properties

$

1,892,726,739

$

1,825,977,244

Unevaluated properties

155,984,953

222,712,844

Less: accumulated depreciation, depletion and impairment

(903,995,713)

(827,033,944)

Total oil and natural gas properties

$

1,144,715,979

$

1,221,656,144

The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment, exceed estimated discounted future net revenues of proved oil and natural gas reserves, the excess capitalized costs are charged to expense. The Partnership assesses all unevaluated properties on a periodic basis for possible impairment. The Partnership assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: economic and market conditions, operators’ intent to drill, remaining lease term, geological and geophysical evaluations, operators’ drilling results and activity, the assignment of proved reserves and the economic viability of operator development if proved reserves are assigned. Costs associated with unevaluated properties are excluded from the full cost pool until a

determination as to the existence of proved developed reserves is able to be made. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization and to the full cost ceiling test.

As a result of its full cost ceiling analysis, the Partnership recorded an impairment on its oil and natural gas properties of $6.0 million during the six months ended June 30, 2024. The impairment was primarily attributed to the decline in the 12-month average price of oil and natural gas for the three months ended March 31, 2024. As of March 31, 2024, the 12-month average prices of oil and natural gas were $77.48 per Bbl of oil and $2.45 per Mcf of natural gas. These prices represent a 14.8% and 58.8% decrease, respectively, from the 12-month average prices of oil and natural gas as of March 31, 2023, which were $90.97 per Bbl of oil and $5.95 per Mcf of natural gas. The Partnership did not record an impairment on its oil and natural gas properties for the three months ended June 30, 2024 or three and six months ended June 30, 2023.

v3.24.2.u1
LEASES
6 Months Ended
Jun. 30, 2024
LEASES  
LEASES

NOTE 8—LEASES

Substantially all of the Partnership’s leases are long-term operating leases with fixed payment terms and will terminate in June 2029. Currently, the only substantial contractual arrangements that the Partnership has classified as operating leases are the main office spaces used for operations.

The Partnership’s right-of-use (“ROU”) operating lease assets represent its right to use an underlying asset for the lease term, and its operating lease liabilities represent its obligation to make lease payments. ROU operating lease assets and operating lease liabilities are included in the accompanying unaudited interim consolidated balance sheets. Short term operating lease liabilities are included in other current liabilities. The weighted average remaining lease term as of June 30, 2024 is 4.89 years.

Both the ROU operating lease assets and liabilities are recognized at the present value of the remaining lease payments over the lease term and do not include lease incentives. The Partnership’s leases do not provide an implicit rate that can readily be determined; therefore, the Partnership used a discount rate based on its incremental borrowing rate, which is determined by the information available in the secured revolving credit facility. The incremental borrowing rate reflects the estimated rate of interest that the Partnership would pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The weighted average discount rate used for the operating leases was 6.75% for the six months ended June 30, 2024.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense in the accompanying unaudited interim consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. The total operating lease expense recorded for both the three months June 30, 2024 and 2023 was $0.1 million and $0.3 million for both the six months ended June 30, 2024 and 2023.

Future minimum lease commitments as of June 30, 2024 were as follows:

Total

2024

2025

2026

2027

2028

Thereafter

Operating leases

$

2,469,315

$

245,367

$

497,033

$

507,648

$

511,917

$

496,785

$

210,565

Less: Imputed Interest

 

(403,245)

 

Total

$

2,066,070

 

v3.24.2.u1
LONG-TERM DEBT
6 Months Ended
Jun. 30, 2024
LONG-TERM DEBT.  
LONG-TERM DEBT

NOTE 9—LONG-TERM DEBT

On June 13, 2023, the Partnership entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated the Partnership’s existing Credit Agreement, dated as of January 11, 2017 (as amended on July 12, 2018, December 8, 2020, June 7, 2022 and December 15, 2022). The A&R Credit Agreement provides for, among other things, (i) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $750.0 million with an initial borrowing base of $400.0 million and an initial aggregate elected commitments amount of up to $400.0 million, including a sub-facility for the issuance of letters of credit of up to $10.0 million and (ii) an extension of the maturity date of the A&R Credit Agreement to June 7, 2027. In connection with the A&R Credit Agreement, the Partnership recorded a loss on extinguishment of debt of $0.5 million as a result of writing

off all unamortized loan origination costs associated with the lenders to the Partnership’s existing credit agreement that did not participate in the A&R Credit Agreement.

On July 24, 2023, the Partnership entered into Amendment No. 1 (the “First Amendment”) to the A&R Credit Agreement. The amendment amended the A&R Credit Agreement to, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations from $30.0 million to $50.0 million and (ii) permit the Partnership to issue certain preferred equity interests.

On December 8, 2023, in connection with the November 1, 2023 redetermination, the Partnership entered into Amendment No. 2 (the “Second Amendment”) to the A&R Credit Agreement. The amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $400.0 million to $550.0 million.

The secured revolving credit facility bears interest at a rate equal to, at the Partnership’s election, either (i) the Secured Overnight Financing Rate (as defined in the A&R Credit Agreement) plus an applicable margin that varies from 2.75% to 3.75% per annum or (ii) a base rate plus an applicable margin that varies from 1.75% to 2.75% per annum, based on borrowing base utilization.

The secured revolving credit facility is guaranteed by certain of the Partnership’s material subsidiaries and is collateralized by substantially all assets, including the oil and natural gas properties of such subsidiaries, including mortgages on at least 75% of the PV-9 of the proved reserves constituting borrowing base properties as set forth on the Partnership’s most recent reserve report. The borrowing base will be redetermined semi-annually on or about May 1 and November 1 of each year by the Lenders, with one interim unscheduled redetermination available to each of the Partnership and a group of certain Lenders between scheduled redeterminations during each calendar year. In connection with the May 1, 2024 redetermination under the secured revolving credit facility, the borrowing base was reaffirmed at $550.0 million.

Customary borrowing base reductions and mandatory prepayments are required under the A&R Credit Agreement in connection with certain sales of certain types of borrowing base properties, sales of equity interests in guarantor subsidiaries owning such properties, certain debt issuances or certain types of swap terminations. In addition, Cash Balance (as defined in the First Amendment) above $50.0 million is required to be applied weekly to prepay loans (without a commitment reduction) if not otherwise reduced to zero in a manner permitted by the A&R Credit Agreement.

The Partnership is required to pay a commitment fee of 0.50% per annum on the average daily unused portion of the current aggregate commitments under the secured revolving credit facility. The Partnership is also required to pay customary letter of credit and fronting fees.

The A&R Credit Agreement requires the Partnership to maintain as of the last day of each fiscal quarter: (i) a Debt to EBITDAX Ratio (as defined in the A&R Credit Agreement) of not more than 3.5 to 1.0 and (ii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0.

The A&R Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, entry into certain derivatives contracts, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments and other customary covenants. These covenants are subject to a number of limitations and exceptions.

Additionally, the A&R Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If the Partnership does not comply with the financial and other covenants in the A&R Credit Agreement, the Lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the A&R Credit Agreement and any outstanding unfunded commitments may be terminated.

During the six months ended June 30, 2024, the Partnership borrowed an additional $5.0 million under the secured revolving credit facility and repaid approximately $33.4 million of the outstanding borrowings. As of June 30, 2024, the Partnership’s outstanding balance was $265.8 million. The Partnership was in compliance with all covenants included in the secured revolving credit facility as of June 30, 2024.

As of June 30, 2024, borrowings under the secured revolving credit facility bore interest at SOFR plus a margin of 3.00% or the ABR (as defined in the Amended Credit Agreement) plus a margin of 2.00%. For the three and six months ended June 30, 2024, the weighted average interest rate on the Partnership’s outstanding borrowings was 8.59% and 8.65%, respectively.

v3.24.2.u1
PREFERRED UNITS
6 Months Ended
Jun. 30, 2024
PREFERRED UNITS  
PREFERRED UNITS

NOTE 10—PREFERRED UNITS

On August 2, 2023, the Partnership entered into a Series A preferred unit purchase agreement with certain funds managed by affiliates of Apollo (NYSE: APO) (collectively, the “Series A Purchasers”) to issue and sell up to 400,000 Series A Cumulative Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A preferred units”). On September 13, 2023, in connection with the closing of the LongPoint Acquisition, the Partnership completed the private placement of 325,000 Series A preferred units to the Series A Purchasers for $1,000 per Series A preferred unit, resulting in gross proceeds to the Partnership of $325.0 million (the “Preferred Unit Transaction”). The Partnership used the net proceeds from the Preferred Unit Transaction to purchase 325,000 preferred units of the Operating Company. The Operating Company in turn used the net proceeds to fund a portion of the LongPoint Acquisition. The Series A preferred units rank senior to the Partnership’s common units with respect to distribution rights and rights upon liquidation.

Until the conversion of the Series A preferred units into common units or their redemption, holders of the Series A preferred units are entitled to receive cumulative quarterly distributions equal to 6.0% per annum plus accrued and unpaid distributions. The Partnership has the right, in any four non-consecutive quarters, to elect not to pay such quarterly distribution in cash and instead have the unpaid distribution amount added to the liquidation preference at the rate of 10.0% per annum. If the Partnership makes such an election in consecutive quarters or if the Partnership fails to pay in full, in cash and when due, any distribution owed to the Series A preferred units or otherwise materially breaches its obligations to the holders of the Series A preferred units, the distribution rate will increase to 20.0% per annum until the accumulated distributions are paid in full in cash, or any such material breach is cured, as applicable. Each holder of Series A preferred units has the right to share in any special distributions by the Partnership of cash, securities or other property pro rata with the common units on an as-converted basis, subject to customary adjustments. The Partnership cannot declare or make any distributions, redemptions or repurchases on any junior securities, including any of their common units, prior to paying the quarterly distribution payable to the Series A preferred units, including any previously accrued and unpaid distributions.

Beginning with the earlier of (i) the second anniversary of the original issuance date and (ii) immediately prior to a liquidation of the Partnership, the Series A Purchasers may, at any time (but not more often than once per quarter), elect to convert all or any portion of their Series A preferred units into a number of common units determined by multiplying the number of Series A preferred units to be converted by the then-applicable conversion rate, provided that (a) any conversion is for an amount of common units with an aggregate value of at least $10.0 million or such lesser amount that covers all of the holders’ remaining Series A preferred units and (b) the closing price of the common units is at least 130% of the conversion price of $15.07, subject to certain anti-dilution adjustments (the “Conversion Price”) for 20 trading days during the 30-trading day period immediately preceding the conversion notice.

At any time on or after the second anniversary of the original issuance date, the Partnership will have the option to convert all or any portion of the Series A preferred units into a number of common units determined by the then-applicable conversion rate, provided that (i) any conversion is for an amount of common units with an aggregate value of at least $10.0 million or such lesser amount that covers all of the holders’ Series A preferred units, (ii) the common units are listed for, or admitted to, trading on a national securities exchange, (iii) the closing price of the common units is at least 160% of the Conversion Price for 20 trading days during the 30-trading day period immediately preceding the conversion notice and (iv) the Partnership has an effective registration statement on file with the SEC covering resales of the underlying common units to be received by the holders of Series A preferred units upon such conversion.

The Series A preferred units are redeemable at the option of the Series A Purchasers after seven years from the effective date of the Series A preferred unit purchase agreement, August 2, 2023. The Series A preferred units may be redeemed by the Partnership at any time or in the event of a change of control. The Series A preferred units may be redeemed for a cash amount per Series A preferred unit equal to the product of (i) the number of outstanding Series A preferred units multiplied by (ii) the greatest of (a) an amount (together with all prior distributions made in respect of such

Series A preferred unit) necessary to achieve the Minimum IRR (as defined below), (b) an amount (together with all prior distributions made in respect of such Series A preferred unit) necessary to achieve a return on investment equal to 1.2 times with respect to such Series A preferred unit and (c) the Series A issue price plus accrued and unpaid distributions.

For purposes of the Series A preferred units, “Minimum IRR” means as of any measurement date: (i) prior to the fifth anniversary of the original issuance date, a 12.0% internal rate of return with respect to the Series A preferred units; (ii) on or after the fifth anniversary of the original issuance date and prior to the sixth anniversary of the original issuance date, a 13.0% internal rate of return with respect to the Series A preferred units and (iii) on or after the sixth anniversary of the original issuance date, a 14.0% internal rate of return with respect to the Series A preferred units.

In connection with the issuance of the Series A preferred units, the Partnership granted holders of the Series A preferred units board observer rights beginning on the fifth anniversary of the original issuance date, board appointment rights beginning on the sixth anniversary of the original issuance date, and in the case of events of default with respect to the Series A preferred units, the right to appoint two members of the board beginning on the seventh anniversary of the original issuance date.

The terms of the Series A preferred units contain covenants preventing the Partnership from taking certain actions without the approval of the holders of 662/3% of the outstanding Series A preferred units, voting separately as a class.

v3.24.2.u1
UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS
6 Months Ended
Jun. 30, 2024
UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS  
UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

NOTE 11—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS

The Partnership has issued units representing limited partner interests. As of June 30, 2024, the Partnership had a total of 80,969,651 common units issued and outstanding and 14,524,120 Class B units outstanding.

On August 7, 2023, the Partnership completed an underwritten public offering of 8,337,500 common units for net proceeds of approximately $110.7 million (the “2023 Equity Offering”). The Partnership used the net proceeds from the 2023 Equity Offering to purchase OpCo common units. The Operating Company in turn used the net proceeds to repay approximately $90.0 million of the outstanding borrowings under the Partnership’s secured revolving credit facility. The Operating Company used the remainder of the net proceeds of the 2023 Equity Offering for general corporate purposes.

The following table summarizes the changes in the number of the Partnership’s common units:

Common Units

Balance at December 31, 2023

73,851,458

Common units issued under the A&R LTIP (1)

1,087,502

Restricted units repurchased for tax withholding

(292,484)

Conversion of Class B units to common units

6,323,175

Balance at June 30, 2024

80,969,651

(1)Includes restricted units granted to certain employees and directors under the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan on February 19, 2024.

The following table presents information regarding the common unit cash distributions approved by the General Partner’s Board of Directors (the “Board of Directors”) for the periods presented:

Amount per

Date

Unitholder

Payment

Common Unit

Declared

Record Date

Date

Q1 2024

$

0.49

May 2, 2024

May 13, 2024

May 20, 2024

Q2 2024

$

0.42

August 1, 2024

August 12, 2024

August 19, 2024

Q1 2023

$

0.35

May 3, 2023

May 15, 2023

May 22, 2023

Q2 2023

$

0.39

August 2, 2023

August 14, 2023

August 21, 2023

For each Class B unit issued, five cents has been paid to the Partnership as additional consideration (the “Class B Contribution”). Holders of the Class B units are entitled to receive cash distributions equal to 2.0% per quarter on their respective Class B Contribution, subsequent to distributions on the Series A preferred units, but prior to distributions on the common units and OpCo common units.

Holders of the Class B units are entitled to one vote per share on all matters to be voted upon by the shareholders. Holders of the common units and the Class B units generally vote together as a single class on all matters presented to the Kimbell Royalty Partners, LP unitholders for their vote or approval. Holders of Class B units do not have any right to receive dividends or distributions upon a liquidation or winding up of Kimbell Royalty Partners, LP. The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.

v3.24.2.u1
EARNINGS PER COMMON UNIT
6 Months Ended
Jun. 30, 2024
EARNINGS PER COMMON UNIT  
EARNINGS PER COMMON UNIT

NOTE 12—EARNINGS PER COMMON UNIT

Basic earnings per common unit is calculated by dividing net income attributable to common units by the weighted-average number of common units outstanding during the period. Diluted net income per common unit gives effect, when applicable, to unvested restricted units granted under the Partnership’s A&R LTIP (as defined in Note 13) for its employees and directors and potential conversion of Series A preferred units and Class B units. The Partnership uses the “if-converted” method to determine the potential dilutive effect of exchanges of outstanding Series A preferred units and Class B units (and corresponding units of Kimbell Royalty Partners, LP), and the treasury stock method to determine the potential dilutive effect of vesting of outstanding restricted units granted under the Partnership’s A&R LTIP. The Partnership does not use the two-class method because the Class B units and the unvested restricted units granted under the Partnership’s A&R LTIP are nonparticipating securities.

The following table summarizes the calculation of weighted average common units outstanding used in the computation of diluted earnings per common unit:

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net income attributable to common units of Kimbell Royalty Partners, LP

$

8,410,318

$

13,467,988

$

11,579,274

$

36,788,624

Net adjustment to accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

1,572,737

1,572,737

Net income attributable to common units of Kimbell Royalty Partners, LP after accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

8,410,318

15,040,725

11,579,274

38,361,361

Distribution and accretion on Series A preferred units

5,243,004

10,499,291

Net income attributable to non-controlling interests in OpCo and distribution on Class B units

1,533,207

4,329,043

2,444,903

9,907,945

Diluted net income attributable to common units of Kimbell Royalty Partners, LP

$

15,186,529

$

19,369,768

$

24,523,468

$

48,269,306

Weighted average number of common units outstanding:

Basic

74,834,777

63,274,492

73,473,416

62,910,053

Effect of dilutive securities:

Series A preferred units

21,566,025

21,566,025

Class B units

18,623,761

18,139,508

19,735,528

16,819,289

Restricted units

1,568,997

1,545,981

1,620,729

1,533,759

Diluted

116,593,560

82,959,981

116,395,698

81,263,101

Net income per unit attributable to common units of Kimbell Royalty Partners, LP

Basic

$

0.11

$

0.24

$

0.16

$

0.61

Diluted

$

0.11

$

0.23

$

0.16

$

0.59

The calculation of diluted net income per share for the three and six months ended June 30, 2024 includes the conversion of all Series A preferred units and Class B units to common units calculated using the “if-converted” method and units of unvested restricted units calculated using the treasury stock method. The calculation of diluted net income per

share for the three and six months ended June 30, 2023 includes the conversion of all Class B units to common units calculated using the “if-converted” method and units of unvested restricted units calculated using the treasury stock method.

v3.24.2.u1
UNIT-BASED COMPENSATION
6 Months Ended
Jun. 30, 2024
UNIT-BASED COMPENSATION  
UNIT-BASED COMPENSATION

NOTE 13—UNIT-BASED COMPENSATION

On May 1, 2024, the Board of Directors approved and adopted the first amendment to the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (as so amended, the “A&R LTIP”), which increased the number of common units available to be awarded under the A&R LTIP by 4,684,622 common units, which increased the total number of common units available to be awarded under the A&R LTIP, after taking into account previously awarded common units, to 6,765,012 common units. The Partnership’s A&R LTIP authorizes grants to its employees and directors. The restricted units issued under the Partnership’s A&R LTIP generally vest in one-third installments on each of the first three anniversaries of the grant date, subject to the grantee’s continuous service through the applicable vesting date. Compensation expense for such awards will be recognized over the term of the service period on a straight-line basis over the requisite service period for the entire award. Management elects not to estimate forfeiture rates and to account for forfeitures in compensation cost when they occur.

Distributions related to the restricted units are paid concurrently with the Partnership’s distributions for common units. The fair value of the Partnership’s restricted units issued under the A&R LTIP to the Partnership’s employees and directors is determined by utilizing the market value of the Partnership’s common units on the respective grant date.

The following table presents a summary of the Partnership’s unvested restricted units.

Weighted

    

Weighted

Average

Average

Grant-Date

Remaining

Fair Value

Contractual

Units

per Unit

Term

Unvested at December 31, 2023

1,951,430

$

14.763

 

1.525 years

Awarded

1,087,502

15.710

Vested

(1,046,731)

13.913

Unvested at June 30, 2024 (1)

1,992,201

$

15.727

 

2.047 years

(1)As of June 30, 2024, there was $31.3 million of unrecognized compensation expense associated with unvested restricted units based on the weighted average grant date fair value per unit of $15.727.
v3.24.2.u1
INCOME TAXES
6 Months Ended
Jun. 30, 2024
INCOME TAXES  
INCOME TAXES

NOTE 14—INCOME TAXES

As discussed in Note 1, the Partnership has elected to be taxed as a corporation for United States federal income tax purposes. The non-controlling interest, which represents OpCo common unitholders’, are not subject to federal income taxes.

The Partnership records income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets, changes in forecasted annual income (loss) attributable to non-controlling interest and changes to actual or forecasted permanent book to tax differences. The Partnership’s effective tax rate for the three months ended June 30, 2024 was 9.9%, compared to 4.7% for the three months ended June 30, 2023. The Partnership recorded an income tax expense of $1.8 million and $0.9 million for the three months ended June 30, 2024 and 2023, respectively, and an income tax expense of $2.7 million and $2.3 million for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2024
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 15—RELATED PARTY TRANSACTIONS

The Partnership currently has a management services agreement with Kimbell Operating, which has a separate services agreement with K3 Royalties, LLC (“K3 Royalties”). Pursuant to the K3 Royalties service agreement, K3 Royalties and Kimbell Operating provide management, administrative and operational services to the Partnership. In addition, under each of their respective services agreements, affiliates of the Partnership’s Sponsors may identify, evaluate

and recommend to the Partnership acquisition opportunities and negotiate the terms of such acquisitions. Amounts paid to Kimbell Operating and K3 Royalties under their respective services agreements will reduce the amount of cash available for distribution on common units to the Partnership’s unitholders. The Partnership previously had a services agreement with BJF Royalties, LLC (“BJF Royalties”), which was terminated upon the death of Ben Fortson on May 19, 2024.

During the three and six months ended June 30, 2024, no monthly services fee was paid to BJF Royalties. During the three and six months ended June 30, 2024, the Partnership made payments to K3 Royalties in the amount of $30,000 and $60,000, respectively.

The Partnership received $32,101 and $59,479 in reimbursements from Rivercrest Capital Management, LLC for shared operating expenses for the three and six months ended June 30, 2024.

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES.  
COMMITMENTS AND CONTINGENCIES

NOTE 16—COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Partnership may experience situations where disagreements occur relating to the ownership of certain mineral or overriding royalty interest acreage. Management is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the Partnership’s financial condition, results of operations or liquidity as of June 30, 2024.

v3.24.2.u1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 17—SUBSEQUENT EVENTS

The Partnership has evaluated events that occurred subsequent to June 30, 2024 in the preparation of its unaudited interim consolidated financial statements.

Distributions

On August 1, 2024, the Board of Directors declared a quarterly cash distribution of $0.42 per common unit and OpCo common unit for the quarter ended June 30, 2024. The Partnership intends to pay this distribution on August 19, 2024 to common unitholders and OpCo common unitholders of record as of the close of business on August 12, 2024.

The Partnership will pay a quarterly cash distribution on the Series A preferred units of approximately $4.8 million for the quarter ended June 30, 2024. The Partnership intends to pay the distribution subsequent to August 1, 2024, and prior to the distribution on the common units and OpCo common units.

v3.24.2.u1
Insider Trading Arrangements - Mitch Wynne
3 Months Ended
Mar. 31, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

On March 18, 2024, a member of our Board of Directors, Mitch Wynne, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 27,539 common units between June 18, 2024, and December 18, 2024, subject to certain conditions. As of June 18, 2024, all shares had been sold under the plan.

Name Mitch Wynne
Title member of our Board of Directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date Mar. 18, 2024
Expiration Date Dec. 18, 2024
Aggregate Available 27,539
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As a result, the accompanying unaudited interim consolidated financial statements do not include all disclosures required for complete annual 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 Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), which contains a summary of the Partnership’s significant accounting policies and other disclosures. In the opinion of management of the General Partner, the unaudited interim consolidated financial statements contain all adjustments necessary to fairly present the financial position and results of operations for the interim periods in accordance with GAAP and all adjustments are of a normal recurring nature. The accompanying unaudited interim consolidated financial statements include the accounts of the Partnership and its consolidated subsidiaries. All material intercompany balances and transactions are eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

Use of Estimates

Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates.

Segment Reporting

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 operating decision maker allocates resources and assesses performance based upon financial information of the Partnership as a whole.

Consolidation

Consolidation

The Partnership analyzes whether it has a variable interest in an entity and whether that entity is a variable interest entity (“VIE”) to determine whether it is required to consolidate those entities. The Partnership performs the variable interest analysis for all entities in which it has a potential variable interest, which primarily consist of all entities with respect to which the Partnership serves as the sponsor, general partner or managing member, and general partner entities not wholly owned by the Partnership. If the Partnership has a variable interest in the entity and the entity is a VIE, it will also analyze whether the Partnership is the primary beneficiary of this entity and whether consolidation is required.

In evaluating whether it has a variable interest in the entity, the Partnership reviews the equity ownership and the extent to which it absorbs risk created and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate with the level of effort required to provide services. Fees received by the Partnership are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length and (iii) the Partnership’s other economic interests in the VIE held directly and indirectly through its related parties, as well as economic interests held by related parties under common control, where applicable, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. Evaluation of these criteria requires judgment.

For entities determined to be VIEs, the Partnership must then evaluate whether it is the primary beneficiary of such VIEs. To make this determination, the Partnership evaluates its economic interests in the entity specifically determining if the Partnership has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (the “benefits”). When making the determination on whether the benefits received from an entity are significant, the Partnership considers the total economics of the entity and analyzes whether the Partnership’s share of the economics is significant. The Partnership utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

VIEs of which the Partnership is the primary beneficiary have been included in the Partnership’s consolidated financial statements. The portion of the consolidated subsidiaries owned by third parties and any related activity is eliminated through non-controlling interests in the consolidated balance sheets and income (loss) attributable to non-controlling interests in the consolidated statements of operations.

Investments Held in Trust by Consolidated Variable Interest Entities

Investments Held in Trust by Consolidated Variable Interest Entities

Investments held in trust represented funds raised by Kimbell Tiger Acquisition Corporation (“TGR”), a consolidated special purpose acquisition company, through TGR’s initial public offering. These funds were held in an

actively-traded money market fund, which invested in U.S. Treasury securities. Investments held in trust were classified as trading securities and were presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in other income (expense)—interest earned on marketable securities in trust account on the accompanying unaudited interim consolidated statements of operations. Interest earned on marketable securities in trust account was $1.1 million and $3.5 million for the three and six months ended June 30, 2023, respectively. As discussed further in Note 4, the Partnership completed the dissolution and deconsolidation of TGR (along with related entities) on June 30, 2023.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” The amendments in this update apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The Partnership is currently evaluating the impact of the adoption of this update, but does not believe it will have a material impact on its financial position, results of operations or liquidity.

v3.24.2.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
6 Months Ended
Jun. 30, 2024
REVENUE FROM CONTRACTS WITH CUSTOMERS  
Schedule of disaggregation of revenues

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

    

2023

2024

    

2023

Oil revenue

$

53,405,154

$

39,809,883

$

115,033,027

$

72,810,169

Natural gas revenue

14,070,601

11,539,982

28,625,174

31,188,764

NGL revenue

9,483,418

5,631,749

20,800,481

10,399,440

Total Oil, natural gas and NGL revenues

$

76,959,173

$

56,981,614

$

164,458,682

$

114,398,373

v3.24.2.u1
DERIVATIVES (Tables)
6 Months Ended
Jun. 30, 2024
DERIVATIVES  
Schedule of changes in fair value of derivative instruments

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Beginning fair value of derivative instruments

$

5,309,268

$

175,525

$

14,046,982

$

(12,324,076)

(Loss) gain on commodity derivative instruments, net

(1,046,261)

1,729,459

(6,750,622)

10,791,835

Net cash (received) paid on settlements of derivative instruments

(2,750,052)

871,254

(5,783,405)

4,308,479

Ending fair value of derivative instruments

$

1,512,955

$

2,776,238

$

1,512,955

$

2,776,238

Schedule of derivative contracts

June 30, 

December 31, 

Classification

Balance Sheet Location

2024

2023

Assets:

Current assets

Derivative assets

$

2,378,353

$

11,427,735

Long-term assets

Derivative assets

412,015

2,888,051

Liabilities:

Current liabilities

Derivative liabilities

(178,879)

(208,710)

Long-term liabilities

Derivative liabilities

(1,098,534)

(60,094)

$

1,512,955

$

14,046,982

Schedule of commodity derivative contracts

Oil Price Swaps

Notional

Weighted Average

Range (per Bbl)

Volumes (Bbl)

Fixed Price (per Bbl)

Low

High

July 2024 - December 2024

284,096

$

75.74

$

69.30

$

80.80

January 2025 - December 2025

563,526

$

70.36

$

64.35

$

77.01

January 2026 - June 2026

295,392

$

70.58

$

70.38

$

70.78

Natural Gas Price Swaps

Notional

Weighted Average

Range (per MMBtu)

Volumes (MMBtu)

Fixed Price (per MMBtu)

Low

High

July 2024 - December 2024

2,661,652

$

4.08

$

3.27

$

4.48

January 2025 - December 2025

5,153,291

$

3.81

$

3.50

$

4.37

January 2026 - June 2026

2,606,400

$

3.70

$

3.33

$

4.07

v3.24.2.u1
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Jun. 30, 2024
FAIR VALUE MEASUREMENTS  
Schedule of assets and liabilities measured at fair value on a recurring basis

Fair Value Measurements Using

Level 1

Level 2

Level 3

Effect of
Counterparty Netting

Total

June 30, 2024

Assets

Commodity derivative contracts

$

$

2,790,368

$

$

$

2,790,368

Liabilities

Commodity derivative contracts

$

$

(1,277,413)

$

$

$

(1,277,413)

December 31, 2023

Assets

Commodity derivative contracts

$

$

14,315,786

$

$

$

14,315,786

Liabilities

Commodity derivative contracts

$

$

(268,804)

$

$

$

(268,804)

v3.24.2.u1
OIL AND NATURAL GAS PROPERTIES (Tables)
6 Months Ended
Jun. 30, 2024
OIL AND NATURAL GAS PROPERTIES  
Schedule of oil and natural gas properties

    

June 30, 

December 31, 

2024

2023

Oil and natural gas properties

Proved properties

$

1,892,726,739

$

1,825,977,244

Unevaluated properties

155,984,953

222,712,844

Less: accumulated depreciation, depletion and impairment

(903,995,713)

(827,033,944)

Total oil and natural gas properties

$

1,144,715,979

$

1,221,656,144

v3.24.2.u1
LEASES (Tables)
6 Months Ended
Jun. 30, 2024
LEASES  
Schedule of future minimum lease commitments

Total

2024

2025

2026

2027

2028

Thereafter

Operating leases

$

2,469,315

$

245,367

$

497,033

$

507,648

$

511,917

$

496,785

$

210,565

Less: Imputed Interest

 

(403,245)

 

Total

$

2,066,070

 

v3.24.2.u1
UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS (Tables)
6 Months Ended
Jun. 30, 2024
Common units  
Schedule of distributions approved by the Board of Directors

Amount per

Date

Unitholder

Payment

Common Unit

Declared

Record Date

Date

Q1 2024

$

0.49

May 2, 2024

May 13, 2024

May 20, 2024

Q2 2024

$

0.42

August 1, 2024

August 12, 2024

August 19, 2024

Q1 2023

$

0.35

May 3, 2023

May 15, 2023

May 22, 2023

Q2 2023

$

0.39

August 2, 2023

August 14, 2023

August 21, 2023

Common Units  
Common units  
Schedule of changes in Partnership's units

Common Units

Balance at December 31, 2023

73,851,458

Common units issued under the A&R LTIP (1)

1,087,502

Restricted units repurchased for tax withholding

(292,484)

Conversion of Class B units to common units

6,323,175

Balance at June 30, 2024

80,969,651

(1)Includes restricted units granted to certain employees and directors under the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan on February 19, 2024.
v3.24.2.u1
EARNINGS PER COMMON UNIT (Tables)
6 Months Ended
Jun. 30, 2024
EARNINGS PER COMMON UNIT  
Schedule of earnings per common unit

Three Months Ended June 30, 

Six Months Ended June 30, 

2024

2023

2024

2023

Net income attributable to common units of Kimbell Royalty Partners, LP

$

8,410,318

$

13,467,988

$

11,579,274

$

36,788,624

Net adjustment to accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

1,572,737

1,572,737

Net income attributable to common units of Kimbell Royalty Partners, LP after accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions

8,410,318

15,040,725

11,579,274

38,361,361

Distribution and accretion on Series A preferred units

5,243,004

10,499,291

Net income attributable to non-controlling interests in OpCo and distribution on Class B units

1,533,207

4,329,043

2,444,903

9,907,945

Diluted net income attributable to common units of Kimbell Royalty Partners, LP

$

15,186,529

$

19,369,768

$

24,523,468

$

48,269,306

Weighted average number of common units outstanding:

Basic

74,834,777

63,274,492

73,473,416

62,910,053

Effect of dilutive securities:

Series A preferred units

21,566,025

21,566,025

Class B units

18,623,761

18,139,508

19,735,528

16,819,289

Restricted units

1,568,997

1,545,981

1,620,729

1,533,759

Diluted

116,593,560

82,959,981

116,395,698

81,263,101

Net income per unit attributable to common units of Kimbell Royalty Partners, LP

Basic

$

0.11

$

0.24

$

0.16

$

0.61

Diluted

$

0.11

$

0.23

$

0.16

$

0.59

v3.24.2.u1
UNIT-BASED COMPENSATION (Tables)
6 Months Ended
Jun. 30, 2024
UNIT-BASED COMPENSATION  
Schedule of unvested restricted stock activity

Weighted

    

Weighted

Average

Average

Grant-Date

Remaining

Fair Value

Contractual

Units

per Unit

Term

Unvested at December 31, 2023

1,951,430

$

14.763

 

1.525 years

Awarded

1,087,502

15.710

Vested

(1,046,731)

13.913

Unvested at June 30, 2024 (1)

1,992,201

$

15.727

 

2.047 years

(1)As of June 30, 2024, there was $31.3 million of unrecognized compensation expense associated with unvested restricted units based on the weighted average grant date fair value per unit of $15.727.
v3.24.2.u1
ORGANIZATION AND BASIS OF PRESENTATION (Details)
6 Months Ended
Jun. 30, 2024
segment
Segment Reporting  
Number of operating units 1
Number of reporting units 1
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Interest earned on marketable securities in trust account $ 1.1 $ 3.5
v3.24.2.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Oil, natural gas and NGL revenues        
Revenue        
Total revenue $ 76,959,173 $ 56,981,614 $ 164,458,682 $ 114,398,373
Oil revenue        
Revenue        
Total revenue 53,405,154 39,809,883 115,033,027 72,810,169
Natural gas revenue        
Revenue        
Total revenue 14,070,601 11,539,982 28,625,174 31,188,764
NGL revenue        
Revenue        
Total revenue $ 9,483,418 $ 5,631,749 $ 20,800,481 $ 10,399,440
v3.24.2.u1
ACQUISITIONS AND SPECIAL PURPOSE ACQUISITION COMPANY - Acquisitions (Details) - USD ($)
$ / shares in Units, $ in Millions
Sep. 13, 2023
May 17, 2023
Feb. 08, 2023
May 22, 2023
Kimbell Tiger Acquisition Corporation | IPO        
Acquisitions        
Common units sold to public     $ 230.0  
Class A | Kimbell Tiger Acquisition Corporation        
Acquisitions        
Common Stock par value (in dollars per share)       $ 0.0001
LongPoint Minerals II, LLC        
Acquisitions        
Purchase price cash, gross $ 455.0      
Transactional costs 7.4      
Post-effective net oil, natural gas and NGL revenues earned prior to the closing date 16.6      
Acquisition asset allocation        
Proved properties 198.2      
Unevaluated properties $ 247.6      
MB Minerals, L.P.        
Acquisitions        
Purchase price cash, gross   $ 48.8    
Acquisition asset allocation        
Proved properties   60.8    
Unevaluated properties   $ 74.9    
MB Minerals, L.P. | OpCo Units        
Acquisitions        
Business Acquisition issuance of common units   5,369,218    
MB Minerals, L.P. | Class B Common Units        
Acquisitions        
Business Acquisition issuance of common units   557,302    
v3.24.2.u1
DERIVATIVES (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
$ / bbl
MMBbls
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
$ / bbl
MMBbls
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Change in fair values of derivative instruments          
Beginning fair value of commodity derivative instruments | $ $ 5,309,268 $ 175,525 $ 14,046,982 $ (12,324,076)  
(Loss) gain on commodity derivative instruments, net | $ (1,046,261) 1,729,459 (6,750,622) 10,791,835  
Net cash (received) paid on settlements of derivative instruments | $ (2,750,052) 871,254 (5,783,405) 4,308,479  
Ending fair value of derivative instruments | $ 1,512,955 2,776,238 1,512,955 2,776,238  
Assets:          
Current assets | $ 2,378,353   2,378,353   $ 11,427,735
Long-term assets | $ 412,015   412,015   2,888,051
Liabilities:          
Current liability | $ (178,879)   (178,879)   (208,710)
Long-term liability | $ (1,098,534)   (1,098,534)   (60,094)
Derivative assets (liabilities) | $ $ 1,512,955 $ 2,776,238 $ 1,512,955 $ 2,776,238 $ 14,046,982
Oil Price Swaps - July 2024 - December 2024          
Derivatives          
Notional Volumes | MMBbls 284,096   284,096    
Weighted Average Fixed Price 75.74   75.74    
Oil Price Swaps - January 2025 - December 2025          
Derivatives          
Notional Volumes | MMBbls 563,526   563,526    
Weighted Average Fixed Price 70.36   70.36    
Oil Price Swaps - January 2026 - June 2026          
Derivatives          
Notional Volumes | MMBbls 295,392   295,392    
Weighted Average Fixed Price 70.58   70.58    
Natural Gas Price Swaps - July 2024 - December 2024          
Derivatives          
Notional Volumes | MMBbls 2,661,652   2,661,652    
Weighted Average Fixed Price 4.08   4.08    
Natural Gas Price Swaps - January 2025 - December 2025          
Derivatives          
Notional Volumes | MMBbls 5,153,291   5,153,291    
Weighted Average Fixed Price 3.81   3.81    
Natural Gas Price Swaps - January 2026 - June 2026          
Derivatives          
Notional Volumes | MMBbls 2,606,400   2,606,400    
Weighted Average Fixed Price 3.70   3.70    
Minimum | Oil Price Swaps - July 2024 - December 2024          
Derivatives          
Weighted Average Fixed Price 69.30   69.30    
Minimum | Oil Price Swaps - January 2025 - December 2025          
Derivatives          
Weighted Average Fixed Price 64.35   64.35    
Minimum | Oil Price Swaps - January 2026 - June 2026          
Derivatives          
Weighted Average Fixed Price 70.38   70.38    
Minimum | Natural Gas Price Swaps - July 2024 - December 2024          
Derivatives          
Weighted Average Fixed Price 3.27   3.27    
Minimum | Natural Gas Price Swaps - January 2025 - December 2025          
Derivatives          
Weighted Average Fixed Price 3.50   3.50    
Minimum | Natural Gas Price Swaps - January 2026 - June 2026          
Derivatives          
Weighted Average Fixed Price 3.33   3.33    
Maximum | Oil Price Swaps - July 2024 - December 2024          
Derivatives          
Weighted Average Fixed Price 80.80   80.80    
Maximum | Oil Price Swaps - January 2025 - December 2025          
Derivatives          
Weighted Average Fixed Price 77.01   77.01    
Maximum | Oil Price Swaps - January 2026 - June 2026          
Derivatives          
Weighted Average Fixed Price 70.78   70.78    
Maximum | Natural Gas Price Swaps - July 2024 - December 2024          
Derivatives          
Weighted Average Fixed Price 4.48   4.48    
Maximum | Natural Gas Price Swaps - January 2025 - December 2025          
Derivatives          
Weighted Average Fixed Price 4.37   4.37    
Maximum | Natural Gas Price Swaps - January 2026 - June 2026          
Derivatives          
Weighted Average Fixed Price 4.07   4.07    
v3.24.2.u1
FAIR VALUE MEASUREMENTS (Details) - Commodity Derivative contract - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Commodity derivative contracts assets $ 2,790,368 $ 14,315,786
Commodity derivative contracts liabilities (1,277,413) (268,804)
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Commodity derivative contracts assets 2,790,368 14,315,786
Commodity derivative contracts liabilities $ (1,277,413) $ (268,804)
v3.24.2.u1
OIL AND NATURAL GAS PROPERTIES (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
OIL AND NATURAL GAS PROPERTIES    
Proved properties $ 1,892,726,739 $ 1,825,977,244
Unevaluated properties 155,984,953 222,712,844
Less: accumulated depreciation, depletion, and impairment (903,995,713) (827,033,944)
Total oil and natural gas properties, net $ 1,144,715,979 $ 1,221,656,144
v3.24.2.u1
OIL AND NATURAL GAS PROPERTIES - Additional Information (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
$ / Mcf
$ / bbl
Jun. 30, 2023
USD ($)
$ / bbl
$ / Mcf
Oil and natural gas properties        
Net revenues discounting percentage at future     10.00%  
Impairment of oil and natural gas properties | $ $ 0 $ 0 $ 5,963,575 $ 0
Crude Oil        
Oil and natural gas properties        
Average sales prices | $ / bbl     77.48 90.97
Percentage of average prices of oil and natural gas     14.80%  
Natural Gas        
Oil and natural gas properties        
Average sales prices | $ / Mcf     2.45 5.95
Percentage of average prices of oil and natural gas     58.80%  
v3.24.2.u1
LEASES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
LEASES        
Operating lease weighted average remaining lease term 4 years 10 months 20 days   4 years 10 months 20 days  
Operating lease weighted average discount rate (as a percent) 6.75%   6.75%  
Operating lease expense $ 100,000 $ 100,000 $ 300,000 $ 300,000
2024 245,367   245,367  
2025 497,033   497,033  
2026 507,648   507,648  
2027 511,917   511,917  
2028 496,785   496,785  
Thereafter 210,565   210,565  
Total operating leases 2,469,315   2,469,315  
Less Imputed Interest (403,245)   (403,245)  
Total $ 2,066,070   $ 2,066,070  
v3.24.2.u1
LONG-TERM DEBT (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 13, 2023
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
May 01, 2024
Dec. 08, 2023
Dec. 07, 2023
Jul. 24, 2023
Jul. 23, 2023
Long-term debt                  
Minimum percentage of proved reserves constituting borrowings based properties (as a percent)   75.00% 75.00%            
Amortization of Debt Issuance Costs     $ 1,060,260 $ 1,008,830          
Debt extinguishment     500,000            
Borrowings of debt     4,959,776 59,084,089          
Repayment of debt     33,400,000 $ 22,500,000          
Revolving credit facility                  
Long-term debt                  
Borrowing base         $ 550,000,000.0 $ 550,000,000.0 $ 400,000,000.0    
Revolving credit facility outstanding   $ 265,800,000 $ 265,800,000            
Excess cash determinations               $ 50,000,000.0 $ 30,000,000.0
Interest rate on outstanding borrowings (as a percent)   8.59% 8.65%            
Borrowings of debt     $ 5,000,000.0            
Revolving credit facility | Prime                  
Long-term debt                  
Margin (as a percent)     2.00%            
Revolving credit facility | SOFR                  
Long-term debt                  
Margin (as a percent)     3.00%            
Revolving credit facility | Maximum                  
Long-term debt                  
Debt to EBITDAX ratio   350.00% 350.00%            
Revolving credit facility | Minimum                  
Long-term debt                  
Current assets to current liabilities ratio   100.00% 100.00%            
Standby and/or commercial letters of credit                  
Long-term debt                  
Revolving credit facility maximum borrowings $ 10,000,000.0                
Senior Secured Reserve Based Revolving Credit Facility                  
Long-term debt                  
Revolving credit facility maximum borrowings 750,000,000.0                
Borrowing base 400,000,000.0                
Initial aggregate elected commitments amount 400,000,000.0                
Minimum cash balance required to be applied weekly to prepay loans 50,000,000.0                
Reduced cash balance as permitted by agreement $ 0                
Commitment fees (as a percent) 0.50%                
Senior Secured Reserve Based Revolving Credit Facility | Maximum | SOFR                  
Long-term debt                  
Margin (as a percent) 3.75%                
Senior Secured Reserve Based Revolving Credit Facility | Maximum | Base Rate                  
Long-term debt                  
Margin (as a percent) 2.75%                
Senior Secured Reserve Based Revolving Credit Facility | Minimum | SOFR                  
Long-term debt                  
Margin (as a percent) 2.75%                
Senior Secured Reserve Based Revolving Credit Facility | Minimum | Base Rate                  
Long-term debt                  
Margin (as a percent) 1.75%                
v3.24.2.u1
PREFERRED UNITS - Other (Details)
3 Months Ended
Sep. 13, 2023
USD ($)
D
item
$ / shares
shares
Aug. 02, 2023
shares
Jun. 30, 2024
USD ($)
shares
Mar. 31, 2024
USD ($)
Dec. 31, 2023
shares
Preferred units          
Temporary equity, issued (in units)     325,000   325,000
Liquidation preference rate (in percentage) 10.00%        
Increased distribution rate 20.00%        
Series A preferred units deemed distributions | $     $ 5,243,004 $ 5,256,287  
Temporary equity, outstanding (in units)     325,000   325,000
Series A Preferred Units          
Preferred units          
The period after issuance securities become convertible 7 years        
Percentage of cash distributions per annum 6.00%        
Number of members of board | item 2        
Ownership required to grant the approval 66.67%        
Ratio of return on investment to preferred units 1.2        
Series A Preferred Units | Series A Issuance Date          
Preferred units          
Minimum internal rate of return (as percent) 12.00%        
Series A Preferred Units | On or after the fifth anniversary of the Series A Issuance Date and prior to the sixth anniversary          
Preferred units          
Minimum internal rate of return (as percent) 13.00%        
Series A Preferred Units | On or after the sixth anniversary          
Preferred units          
Minimum internal rate of return (as percent) 14.00%        
Series A Preferred Units | Minimum | The Partnership          
Preferred units          
Aggregate value of common units to be issued for preferred units | $ $ 10,000,000.0        
Percentage of closing price to the conversion price 160.00%        
Threshold trading days for transfer, assign or sale of units preceding the conversion notice | D 20        
Threshold consecutive trading days for transfer, assign or sale of units preceding the conversion notice | D 30        
Affiliates of Apollo Capital Management, L.P. | LongPoint Minerals II, LLC          
Preferred units          
Series A preferred units issued 325,000        
Affiliates of Apollo Capital Management, L.P. | Series A Preferred Units | Kimbell Royalty Operating, LLC          
Preferred units          
Temporary equity, issued (in units) 325,000        
Affiliates of Apollo Capital Management, L.P. | Series A Preferred Units | LongPoint Minerals II, LLC          
Preferred units          
Share price (in dollars per unit) | $ / shares $ 1,000        
Proceeds from the issuance of preferred units | $ $ 325,000,000.0        
Affiliates of Apollo Capital Management, L.P. | Series A Preferred Stock          
Preferred units          
Series A preferred units issued   400,000      
Series A Purchasers | Minimum          
Preferred units          
Percentage of closing price to the conversion price 130.00%        
Conversion price of units | $ / shares $ 15.07        
Series A Purchasers | Series A Preferred Units | Minimum          
Preferred units          
Aggregate value of common units to be issued for preferred units | $ $ 10,000,000.0        
Threshold trading days for transfer, assign or sale of units preceding the conversion notice | D 20        
Threshold consecutive trading days for transfer, assign or sale of units preceding the conversion notice | D 30        
v3.24.2.u1
UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS (Details) - USD ($)
3 Months Ended 6 Months Ended
Aug. 07, 2023
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Common units                
Units issued (in units)   80,969,651       80,969,651   73,851,458
Units outstanding (in units)   80,969,651       80,969,651   73,851,458
Repayment of debt           $ 33,400,000 $ 22,500,000  
Capital rollforward                
Unitholders' capital, beginning balance (in units)     73,851,458     73,851,458    
Unitholders' capital, ending balance (in units)   80,969,651       80,969,651    
Common Units                
Common units                
Units issued (in units)   80,969,651       80,969,651    
Units outstanding (in units)   80,969,651       80,969,651   73,851,458
Capital rollforward                
Unitholders' capital, beginning balance (in units)     73,851,458     73,851,458    
Common units issued under the A&R LTIP (in units)           1,087,502    
Restricted units repurchased for tax withholding (in units)           (292,484)    
Conversion of Class B Units (in units)           6,323,175    
Unitholders' capital, ending balance (in units)   80,969,651       80,969,651    
Class B                
Capital rollforward                
Cash distributions (as a percent)           2.00%    
Class B Common Units                
Common units                
Units outstanding (in units)   14,524,120       14,524,120    
Capital rollforward                
Unitholders' capital, beginning balance (in units)                
Unitholders' capital, ending balance (in units)   14,524,120       14,524,120    
Additional consideration paid per unit (in dollars per unit)           $ 0.05    
Public Offering                
Common units                
Units issued (in units) 8,337,500              
Proceeds from equity offering $ 110,700,000              
Repayment of debt $ 90,000,000.0              
2024 Q1 Dividends                
Capital rollforward                
Cash distributions declared and paid (in dollars per unit)     $ 0.49          
Dividend declared date     May 02, 2024          
Dividend record date     May 13, 2024          
Dividend payable date     May 20, 2024          
2024 Q2 Dividends                
Capital rollforward                
Cash distributions declared and paid (in dollars per unit)   $ 0.42            
Dividend declared date   Aug. 01, 2024            
Dividend record date   Aug. 12, 2024            
Dividend payable date   Aug. 19, 2024            
2023 Q1 Dividends                
Capital rollforward                
Cash distributions declared and paid (in dollars per unit)         $ 0.35      
Dividend declared date         May 03, 2023      
Dividend record date         May 15, 2023      
Dividend payable date         May 22, 2023      
2023 Q2 Dividends                
Capital rollforward                
Cash distributions declared and paid (in dollars per unit)       $ 0.39        
Dividend declared date       Aug. 02, 2023        
Dividend record date       Aug. 14, 2023        
Dividend payable date       Aug. 21, 2023        
v3.24.2.u1
EARNINGS PER COMMON UNIT (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings per unit        
Net income attributable to common units of Kimbell Royalty Partners, LP $ 8,410,318 $ 13,467,988 $ 11,579,274 $ 36,788,624
Net adjustment to accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions   (1,572,737)   (1,572,737)
Net income attributable to common units of Kimbell Royalty Partners, LP after accretion of redeemable non-controlling interest in Kimbell Tiger Acquisition Corporation and write-off of deferred underwriting commissions 8,410,318 15,040,725 11,579,274 38,361,361
Distribution and accretion on Series A preferred units 5,243,004   10,499,291  
Diluted net income attributable to common units of Kimbell Royalty Partners, LP $ 15,186,529 $ 19,369,768 $ 24,523,468 $ 48,269,306
Weighted average number of common units outstanding Basic (in units) 74,834,777 63,274,492 73,473,416 62,910,053
Weighted average number of common units outstanding Diluted (in units) 116,593,560 82,959,981 116,395,698 81,263,101
Net income per unit attributable to common units (basic) (in dollar per share) $ 0.11 $ 0.24 $ 0.16 $ 0.61
Net income per unit attributable to common units (diluted) (in dollar per share) $ 0.11 $ 0.23 $ 0.16 $ 0.59
Series A Preferred Units        
Earnings per unit        
Distribution and accretion on Series A preferred units $ 5,243,004   $ 10,499,291  
Class B        
Earnings per unit        
Net income attributable to non-controlling interests in OpCo and distribution on Class B units $ 1,533,207 $ 4,329,043 $ 2,444,903 $ 9,907,945
Restricted Units        
Earnings per unit        
Weighted average number of common units outstanding (in units) 1,568,997 1,545,981 1,620,729 1,533,759
Series A Preferred Units        
Earnings per unit        
Weighted average number of common units outstanding (in units) 21,566,025   21,566,025  
Class B Common Units        
Earnings per unit        
Weighted average number of common units outstanding (in units) 18,623,761 18,139,508 19,735,528 16,819,289
v3.24.2.u1
UNIT-BASED COMPENSATION (Details) - USD ($)
$ / shares in Units, $ in Millions
6 Months Ended 12 Months Ended
May 01, 2024
Jun. 30, 2024
Dec. 31, 2023
Restricted Units      
Weighted Average Remaining Contractual Term      
Exercisable, at end of period (in dollars per unit)   $ 15.727  
Unrecognized compensation   $ 31.3  
Long-Term Incentive Plan      
Unit-based compensation      
Additional common units authorized for issuance 4,684,622    
Vesting period   3 years  
Authorized issuance of units   6,765,012  
Long-Term Incentive Plan | First Anniversary      
Unit-based compensation      
Vesting percent   33.30%  
Long-Term Incentive Plan | Second Anniversary      
Unit-based compensation      
Vesting percent   33.30%  
Long-Term Incentive Plan | Third Anniversary      
Unit-based compensation      
Vesting percent   33.30%  
Long-Term Incentive Plan | Restricted Units      
Unvested Units      
Unvested at beginning of period (in units)   1,951,430  
Awarded (in units)   1,087,502  
Vesting (in units)   (1,046,731)  
Unvested at end of period (in units)   1,992,201 1,951,430
Unvested Weighted Average Grant-Date Fair Value      
Unvested at beginning of period (in dollars per unit)   $ 14.763  
Awarded (in dollars per unit)   15.710  
Vesting (in dollars per unit)   13.913  
Unvested at end of period (in dollars per unit)   $ 15.727 $ 14.763
Weighted Average Remaining Contractual Term      
Unvested contractual term, at end of period   2 years 17 days 1 year 6 months 9 days
v3.24.2.u1
INCOME TAXES - (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
INCOME TAXES        
Effective income tax rate (as a percent) 9.90% 4.70%    
Income tax expense $ 1,759,282 $ 909,057 $ 2,681,850 $ 2,312,040
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Details) - Related Party - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
BJF Royalties    
Related Party Transactions    
Payments made to related parties $ 0 $ 0
K3 Royalties    
Related Party Transactions    
Payments made to related parties 30,000 60,000
Rivercrest Capital Management, LLC    
Related Party Transactions    
Related party expense reimbursement received $ 32,101 $ 59,479
v3.24.2.u1
SUBSEQUENT EVENTS (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 3 Months Ended
Aug. 01, 2024
Jun. 30, 2024
Subsequent Event | Forecast | Series A Preferred Stock    
Subsequent events    
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Declared $ 4.8  
2024 Q2 Dividends    
Subsequent events    
Dividend declared date   Aug. 01, 2024
Dividend record date   Aug. 12, 2024
Dividend payable date   Aug. 19, 2024
2024 Q2 Dividends | Subsequent Event    
Subsequent events    
Cash distributions declared (in dollars per unit) $ 0.42  
Dividend declared date Aug. 01, 2024  
Dividend record date Aug. 12, 2024  
Dividend payable date Aug. 19, 2024  

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