Black Stone Minerals, L.P. 10-Q

Item 1. Financial Statements BLACK STONE MINERALS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) September 30, 2023 December 31, 2022 ASSETS CURRENT ASSETS Cash and cash equivalents $ 56,030 $ 4,307 Accounts receivable 87,725 135,697 Commodity derivative assets 21,218 31,472 Prepaid expenses and other current assets 1,979 1,905 TOTAL CURRENT ASSETS 166,952 173,381 PROPERTY AND EQUIPMENT Oil and natural gas properties, at cost, using the successful efforts method of accounting, includes unproved properties of $ 898,768 and $ 909,344 at September 30, 2023 and December 31, 2022, respectively 3,008,650 3,003,907 Accumulated depreciation, depletion, amortization, and impairment ( 1,950,326 ) ( 1,916,919 ) Oil and natural gas properties, net 1,058,324 1,086,988 Other property and equipment, net of accumulated depreciation of $ 13,988 and $ 13,461 at September 30, 2023 and December 31, 2022, respectively 1,090 1,259 NET PROPERTY AND EQUIPMENT 1,059,414 1,088,247 DEFERRED CHARGES AND OTHER LONG-TERM ASSETS 7,615 9,454 TOTAL ASSETS $ 1,233,981 $ 1,271,082 LIABILITIES, MEZZANINE EQUITY, AND EQUITY CURRENT LIABILITIES Accounts payable $ 4,502 $ 6,773 Accrued liabilities 13,597 19,729 Commodity derivative liabilities 14,513 3,243 Other current liabilities 1,173 989 TOTAL CURRENT LIABILITIES 33,785 30,734 LONG–TERM LIABILITIES Credit facility — 10,000 Accrued incentive compensation 1,368 1,884 Commodity derivative liabilities 6,770 16 Asset retirement obligations 15,497 15,030 Other long-term liabilities 3,178 3,606 TOTAL LIABILITIES 60,598 61,270 COMMITMENTS AND CONTINGENCIES (Note 7) MEZZANINE EQUITY Partners' equity – Series B cumulative convertible preferred units, 14,711 units outstanding at September 30, 2023 and December 31, 2022 298,361 298,361 EQUITY Partners' equity – general partner interest — — Partners' equity – common units, 209,986 and 209,407 units outstanding at September 30, 2023 and December 31, 2022, respectively 875,022 911,451 TOTAL EQUITY 875,022 911,451 TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,233,981 $ 1,271,082 The accompanying notes are an integral part of these unaudited consolidated financial statements. 1 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per unit amounts) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 REVENUE Oil and condensate sales $ 85,724 $ 80,240 $ 208,184 $ 250,367 Natural gas and natural gas liquids sales 48,815 137,756 147,857 324,691 Lease bonus and other income 2,180 3,159 8,682 10,262 Revenue from contracts with customers 136,719 221,155 364,723 585,320 Gain (loss) on commodity derivative instruments ( 26,922 ) ( 4,726 ) 36,652 ( 152,095 ) TOTAL REVENUE 109,797 216,429 401,375 433,225 OPERATING (INCOME) EXPENSE Lease operating expense 2,615 2,896 8,149 9,256 Production costs and ad valorem taxes 16,441 17,856 41,952 51,309 Exploration expense 1,711 10 1,719 192 Depreciation, depletion, and amortization 12,367 12,208 33,935 35,018 General and administrative 14,448 13,044 38,950 39,326 Accretion of asset retirement obligations 254 209 749 616 (Gain) loss on sale of assets, net ( 73 ) — ( 73 ) ( 17 ) TOTAL OPERATING EXPENSE 47,763 46,223 125,381 135,700 INCOME (LOSS) FROM OPERATIONS 62,034 170,206 275,994 297,525 OTHER INCOME (EXPENSE) Interest and investment income 511 20 1,041 22 Interest expense ( 621 ) ( 1,693 ) ( 2,080 ) ( 4,264 ) Other income (expense) 143 ( 58 ) ( 53 ) ( 22 ) TOTAL OTHER EXPENSE 33 ( 1,731 ) ( 1,092 ) ( 4,264 ) NET INCOME (LOSS) 62,067 168,475 274,902 293,261 Distributions on Series B cumulative convertible preferred units ( 5,250 ) ( 5,250 ) ( 15,750 ) ( 15,750 ) NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS $ 56,817 $ 163,225 $ 259,152 $ 277,511 ALLOCATION OF NET INCOME (LOSS): General partner interest $ — $ — $ — $ — Common units 56,817 163,225 259,152 277,511 $ 56,817 $ 163,225 $ 259,152 $ 277,511 NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT: Per common unit (basic) $ 0.27 $ 0.78 $ 1.23 $ 1.33 Per common unit (diluted) $ 0.27 $ 0.75 $ 1.22 $ 1.31 WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: Weighted average common units outstanding (basic) 209,982 209,402 209,963 209,374 Weighted average common units outstanding (diluted) 209,982 224,371 224,932 224,343 The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands) Common units Partners' equity BALANCE AT DECEMBER 31, 2022 209,407 $ 911,451 Repurchases of common units ( 358 ) ( 5,496 ) Restricted units granted, net of forfeitures 914 — Equity–based compensation — 5,052 Distributions — ( 99,600 ) Charges to partners' equity for accrued distribution equivalent rights — ( 733 ) Distributions on Series B cumulative convertible preferred units — ( 5,250 ) Net income (loss) — 134,443 BALANCE AT MARCH 31, 2023 209,963 $ 939,867 Restricted units granted, net of forfeitures 5 — Equity–based compensation — 2,076 Distributions — ( 99,734 ) Charges to partners' equity for accrued distribution equivalent rights — ( 471 ) Distributions on Series B cumulative convertible preferred units — ( 5,250 ) Net income (loss) — 78,392 BALANCE AT JUNE 30, 2023 209,968 $ 914,880 Restricted units granted, net of forfeitures 18 — Equity–based compensation — 3,530 Distributions — ( 99,744 ) Charges to partners' equity for accrued distribution equivalent rights — ( 461 ) Distributions on Series B cumulative convertible preferred units — ( 5,250 ) Net income (loss) — 62,067 BALANCE AT SEPTEMBER 30, 2023 209,986 $ 875,022 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands) Common units Partners' equity BALANCE AT DECEMBER 31, 2021 208,666 $ 765,268 Repurchases of common units ( 262 ) ( 2,991 ) Restricted units granted, net of forfeitures 988 — Equity–based compensation — 6,659 Distributions — ( 56,462 ) Charges to partners' equity for accrued distribution equivalent rights — ( 434 ) Distributions on Series B cumulative convertible preferred units — ( 5,250 ) Net income (loss) — ( 7,002 ) BALANCE AT MARCH 31, 2022 209,392 $ 699,788 Restricted units granted, net of forfeitures 7 — Equity–based compensation — 2,273 Distributions — ( 83,759 ) Charges to partners' equity for accrued distribution equivalent rights — ( 513 ) Distributions on Series B cumulative convertible preferred units — ( 5,250 ) Net income (loss) — 131,788 BALANCE AT JUNE 30, 2022 209,399 $ 744,327 Restricted units granted, net of forfeitures 3 — Equity–based compensation — 4,084 Distributions — ( 87,949 ) Charges to partners' equity for accrued distribution equivalent rights — ( 460 ) Distributions on Series B cumulative convertible preferred units — ( 5,250 ) Net income (loss) — 168,475 BALANCE AT SEPTEMBER 30, 2022 209,402 $ 823,227 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 274,902 $ 293,261 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization 33,935 35,018 Accretion of asset retirement obligations 749 616 Amortization of deferred charges 775 1,041 (Gain) loss on commodity derivative instruments ( 36,652 ) 152,095 Net cash (paid) received on settlement of commodity derivative instruments 65,658 ( 162,567 ) Equity-based compensation 8,412 11,809 (Gain) loss on sale of assets, net ( 73 ) ( 17 ) Changes in operating assets and liabilities: Accounts receivable 48,146 ( 60,345 ) Prepaid expenses and other current assets ( 74 ) ( 281 ) Accounts payable, accrued liabilities, and other ( 8,435 ) ( 1,592 ) Settlement of asset retirement obligations ( 208 ) ( 488 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 387,135 268,550 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of oil and natural gas properties ( 932 ) ( 132 ) Additions to oil and natural gas properties ( 3,720 ) ( 11,811 ) Additions to oil and natural gas properties leasehold costs ( 9 ) ( 32 ) Purchases of other property and equipment ( 358 ) ( 50 ) Proceeds from the sale of oil and natural gas properties 73 17 Proceeds from farmouts of oil and natural gas properties — 11,331 NET CASH USED IN INVESTING ACTIVITIES ( 4,946 ) ( 677 ) CASH FLOWS FROM FINANCING ACTIVITIES Distributions to common unitholders ( 299,078 ) ( 228,170 ) Distributions to Series B cumulative convertible preferred unitholders ( 15,750 ) ( 15,750 ) Repurchases of common units ( 5,496 ) ( 2,991 ) Borrowings under credit facility 64,000 237,000 Repayments under credit facility ( 74,000 ) ( 266,000 ) Debt issuance costs and other ( 142 ) — NET CASH USED IN FINANCING ACTIVITIES ( 330,466 ) ( 275,911 ) NET CHANGE IN CASH AND CASH EQUIVALENTS 51,723 ( 8,038 ) CASH AND CASH EQUIVALENTS – beginning of the period 4,307 8,876 CASH AND CASH EQUIVALENTS – end of the period $ 56,030 $ 838 SUPPLEMENTAL DISCLOSURE Interest paid $ 1,330 $ 3,203 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BUSINESS AND BASIS OF PRESENTATION Description of the Business Black Stone Minerals, L.P. (“BSM” or the “Partnership”) is a publicly traded Delaware limited partnership that owns oil and natural gas mineral interests, which make up the vast majority of the asset base. The Partnership's assets also include nonparticipating royalty interests and overriding royalty interests. These interests, which are substantially non-cost-bearing, are collectively referred to as “mineral and royalty interests.” The Partnership’s mineral and royalty interests are located in 41 states in the continental United States ("U.S."), including all of the major onshore producing basins. The Partnership also owns non-operated working interests in certain oil and natural gas properties. The Partnership's common units trade on the New York Stock Exchange under the symbol "BSM." Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Partnership’s consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Annual Report on Form 10-K"). The unaudited interim consolidated financial statements include the consolidated results of the Partnership. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated. The Partnership evaluates the significant terms of its investments to determine the method of accounting to be applied to each respective investment. Investments in which the Partnership has less than a 20 % ownership interest and does not have control or exercise significant influence are accounted for using fair value or cost minus impairment if fair value is not readily determinable. Investments in which the Partnership exercises control are consolidated, and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Partnership, are presented as a separate component of net income (loss) and equity. The unaudited interim consolidated financial statements include undivided interests in oil and natural gas property rights. The Partnership accounts for its share of oil and natural gas property rights by reporting its proportionate share of assets, liabilities, revenues, costs, and cash flows within the relevant lines on the accompanying unaudited interim consolidated balance sheets, statements of operations, and statements of cash flows. Segment Reporting The Partnership operates in a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Partnership’s chief executive officer has been determined to be the chief operating decision maker and allocates resources and assesses performance based upon financial information at the consolidated level. 6 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies Significant accounting policies are disclosed in the Partnership’s 2022 Annual Report on Form 10-K. There have been no changes in such policies or the application of such policies during the nine months ended September 30, 2023. Accounts Receivable The following table presents information about the Partnership's accounts receivable: September 30, 2023 December 31, 2022 (in thousands) Accounts receivable: Revenues from contracts with customers $ 80,018 $ 129,078 Other 7,707 6,619 Total accounts receivable $ 87,725 $ 135,697 NOTE 3 - OIL AND NATURAL GAS PROPERTIES Divestitures The Partnership had no material divestiture activity during 2022 or the nine months ended September 30, 2023. Acquisitions Acquisitions of proved oil and natural gas properties and working interests are generally considered business combinations and are recorded at their estimated fair value as of the acquisition date. Acquisitions that consist of all or substantially all unproved oil and natural gas properties are generally considered asset acquisitions and are recorded at cost. In the third quarter of 2023, the Partnership acquired mineral and royalty acreage in East Texas from various sellers for aggregate cash consideration of $ 0.9 million. These acquisitions were considered asset acquisitions and were funded with cash from operating activities. The Partnership had no material acquisition activity during the nine months ended September 30, 2022. Farmout Agreements The Partnership has entered into farmout arrangements designed to reduce its working interest capital expenditures and thereby significantly lowering its capital spending other than for mineral and royalty interest acquisitions. Under these agreements, the Partnership conveyed its rights to participate in certain non-operated working interest opportunities to external capital providers while retaining value from these interests in the form of additional royalty income or retained economic interests. San Augustine Farmout In May 2021, BSM and Aethon Energy ("Aethon") entered into an agreement to develop certain of the Partnership's undeveloped acreage in San Augustine County. The agreement provides for minimum well commitments by Aethon in exchange for reduced royalty rates and exclusive access to BSM's mineral and leasehold acreage in the contract area. The agreement calls for a minimum of five wells to be drilled in the initial program year, which began in the third quarter of 2021, 10 wells to be drilled in the second and third program years, and, thereafter, a minimum of 12 wells per year beginning with the fourth program year. The Partnership's development agreement with Aethon and related drilling commitments covering its San Augustine County acreage is independent of the development agreement and associated commitments covering Angelina County discussed below. 7 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS In May 2021, the Partnership entered into a farmout agreement (the "Canaan Farmout") with Canaan and in December 2021, the Partnership entered into a farmout agreement (the "Azul Farmout") with Azul-SA, LLC ("Azul"). In April 2022, the Partnership amended the Canaan Farmout and entered into a farmout agreement (the "JWM Farmout") with JWM Oil & Gas LLC ("JWM"). These agreements cover all of the Partnership's share of working interests under active development by Aethon in San Augustine County, Texas and continue for a 10 year period, unless earlier terminated in accordance with the terms of the agreements. Canaan, Azul, and JWM will each earn a percentage of the Partnership's working interest in wells drilled and operated by Aethon within the contract area subject to the agreements. Canaan, Azul, and JWM are obligated to fund the development of wells drilled by Aethon in the initial program year, and thereafter, have certain rights and options to continue funding the Partnership's working interest for the duration of each farmout agreement. The Partnership will receive an overriding royalty interest ("ORRI") before payout and an increased ORRI after payout on all wells drilled under the farmout agreements. As of September 30, 2023, 17 wells have been spud by Aethon in the contract area subject to the Canaan, Azul, and JWM Farmouts. The following tables present the working interests each farmout partner will earn within the contract area under the San Augustine farmout agreements: Brent Miller Area Farmout Partner % of Partnership's Working Interest Maximum % on an 8/8ths basis Canaan 64.0 % 32.0 % Azul 20.0 % 10.0 % JWM 16.0 % 8.0 % Total 100.0 % 50.0 % Other Areas Farmout Partner % of Partnership's Working Interest Maximum % on an 8/8ths basis Canaan 40.0 % 10.0 % Azul 50.0 % 12.5 % JWM 10.0 % 2.5 % Total 100.0 % 25.0 % Angelina Farmout In May 2020, the Partnership entered into a development agreement with Aethon to develop certain portions of the area forfeited by BPX Energy in Angelina County, Texas. The agreement provides for minimum well commitments by Aethon in exchange for reduced royalty rates and exclusive access to the Partnership's mineral and leasehold acreage in the contract area. The agreement calls for a minimum of four wells to be drilled in the initial program year, which began in the third quarter of 2020, 10 wells to be drilled in the second program year, and, beginning with the third program year, 15 wells per year beginning thereafter. In November 2020, the Partnership entered into a farmout agreement (the "Pivotal Farmout") with Pivotal. The Pivotal Farmout covers the Partnership's share of working interest under active development by Aethon in Angelina County, Texas and continues until April 2028, unless earlier terminated in accordance to the terms of the agreement. Pivotal will earn 100 % of the Partnership's working interest (ranging from approximately 12.5 % to 25 % on an 8/8ths basis) in wells drilled and operated by Aethon within the contract area subject to the agreement. Pivotal is obligated to fund the development of all wells drilled by Aethon in the initial program year and thereafter, Pivotal has certain rights and options to continue funding the Partnership's working interests for the duration of the Pivotal Farmout. Once Pivotal achieves a specified payout for a designated well group, the Partnership will obtain a majority of the original working interest in such well group. As of September 30, 2023, 45 wells have been spud by Aethon in the contract area subject to the Pivotal Farmout. 8 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Impairment of Oil and Natural Gas Properties Proved and unproved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of those properties. When assessing producing properties for impairment, the Partnership compares the expected undiscounted projected future cash flows of the producing properties to the carrying amount of the producing properties to determine recoverability. When the carrying amount exceeds its estimated undiscounted future cash flows, the carrying amount is written down to its fair value, which is measured as the present value of the projected future cash flows of such properties. The Partnership did not recognize any impairment of oil and natural gas properties for the three and nine months ended September 30, 2023 and 2022. See Note 5 - Fair Value Measurements for further discussion. NOTE 4 - COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS The Partnership’s ongoing operations expose it to changes in the market price for oil and natural gas. To mitigate the inherent commodity price risk associated with its operations, the Partnership uses oil and natural gas commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts and other contractual arrangements. A fixed-price swap contract between the Partnership and the counterparty specifies a fixed commodity price and a future settlement date. A costless collar contract between the Partnership and the counterparty specifies a floor and a ceiling commodity price and a future settlement date. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty. The Partnership does not enter into derivative instruments for speculative purposes. As of September 30, 2023, the Partnership’s open derivative contracts consisted of fixed-price swap contracts. The Partnership has not designated any of its contracts as fair value or cash flow hedges. Accordingly, the changes in the fair value of the contracts are included in the consolidated statement of operations in the period of the change. All derivative gains and losses from the Partnership’s derivative contracts have been recognized in revenue in the Partnership's accompanying consolidated statements of operations. Derivative instruments that have not yet been settled in cash are reflected as either derivative assets or liabilities in the Partnership’s accompanying consolidated balance sheets as of September 30, 2023 and December 31, 2022. See Note 5 - Fair Value Measurements for further discussion. The Partnership's derivative contracts expose it to credit risk in the event of nonperformance by counterparties that may adversely impact the fair value of the Partnership's commodity derivative assets. While the Partnership does not require its derivative contract counterparties to post collateral, the Partnership does evaluate the credit standing of such counterparties as deemed appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. As of September 30, 2023, the Partnership had seven counterparties, all of which are rated Baa1 or better by Moody’s and are lenders under the Credit Facility. 9 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The tables below summarize the fair values and classifications of the Partnership’s derivative instruments, as well as the gross recognized derivative assets, liabilities, and amounts offset in the consolidated balance sheets as of each date: September 30, 2023 Classification Balance Sheet Location Gross Fair Value Effect of Counterparty Netting Net Carrying Value on Balance Sheet (in thousands) Assets: Current asset Commodity derivative assets $ 26,896 $ ( 5,678 ) $ 21,218 Long-term asset Deferred charges and other long-term assets 5 ( 5 ) — Total assets $ 26,901 $ ( 5,683 ) $ 21,218 Liabilities: Current liability Commodity derivative liabilities $ 20,191 $ ( 5,678 ) $ 14,513 Long-term liability Commodity derivative liabilities 6,775 ( 5 ) 6,770 Total liabilities $ 26,966 $ ( 5,683 ) $ 21,283 December 31, 2022 Classification Balance Sheet Location Gross Fair Value Effect of Counterparty Netting Net Carrying Value on Balance Sheet (in thousands) Assets: Current asset Commodity derivative assets $ 41,648 $ ( 10,176 ) $ 31,472 Long-term asset Deferred charges and other long-term assets 797 ( 69 ) 728 Total assets $ 42,445 $ ( 10,245 ) $ 32,200 Liabilities: Current liability Commodity derivative liabilities $ 13,419 $ ( 10,176 ) $ 3,243 Long-term liability Commodity derivative liabilities 85 ( 69 ) 16 Total liabilities $ 13,504 $ ( 10,245 ) $ 3,259 10 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Changes in the fair values of the Partnership’s derivative instruments (both assets and liabilities) are presented on a net basis in the accompanying consolidated statements of operations and consolidated statements of cash flows and consist of the following for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, Derivatives not designated as hedging instruments 2023 2022 2023 2022 (in thousands) Beginning fair value of commodity derivative instruments $ 51,046 $ ( 107,218 ) $ 28,941 $ ( 53,545 ) Gain (loss) on oil derivative instruments ( 36,013 ) 32,022 ( 21,232 ) ( 33,096 ) Gain (loss) on natural gas derivative instruments 9,091 ( 36,748 ) 57,884 ( 118,999 ) Net cash paid (received) on settlements of oil derivative instruments ( 2,659 ) 23,275 ( 4,431 ) 65,512 Net cash paid (received) on settlements of natural gas derivative instruments ( 21,530 ) 45,596 ( 61,227 ) 97,055 Net change in fair value of commodity derivative instruments ( 51,111 ) 64,145 ( 29,006 ) 10,472 Ending fair value of commodity derivative instruments $ ( 65 ) $ ( 43,073 ) $ ( 65 ) $ ( 43,073 ) The Partnership had the following open derivative contracts for oil as of September 30, 2023: Weighted Average Price (Per Bbl) Range (Per Bbl) Period and Type of Contract Volume (Bbl) Low High Oil Swap Contracts: 2023 Third Quarter 180,000 $ 80.80 $ 73.00 $ 89.50 Fourth Quarter 540,000 80.80 73.00 89.50 2024 First Quarter 450,000 $ 68.98 $ 67.00 $ 72.82 Second Quarter 450,000 68.98 67.00 72.82 Third Quarter 450,000 68.98 67.00 72.82 Fourth Quarter 450,000 68.98 67.00 72.82 11 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The Partnership had the following open derivative contracts for natural gas as of September 30, 2023: Weighted Average Price (Per MMBtu) Range (Per MMBtu) Period and Type of Contract Volume (MMBtu) Low High Natural Gas Swap Contracts: 2023 Fourth Quarter 8,280,000 5.15 3.28 6.59 2024 First Quarter 10,010,000 $ 3.57 $ 3.48 $ 3.76 Second Quarter 10,010,000 3.57 3.48 3.76 Third Quarter 10,120,000 3.57 3.48 3.76 Fourth Quarter 10,120,000 3.57 3.48 3.76 The Partnership entered into the following derivative contracts for oil subsequent to September 30, 2023: Weighted Average Price (Per Bbl) Range (Per Bbl) Period and Type of Contract Volume (Bbl) Low High Oil Swap Contracts: 2024 First Quarter 120,000 $ 80.71 $ 80.35 $ 81.00 Second Quarter 120,000 80.71 80.35 81.00 Third Quarter 120,000 80.71 80.35 81.00 Fourth Quarter 120,000 80.71 80.35 81.00 NOTE 5 - FAIR VALUE MEASUREMENTS Fair value is defined as the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in an orderly transaction between market participants at the measurement date. Further, ASC 820, Fair Value Measurement , establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and includes certain disclosure requirements. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1 —Unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 —Quoted prices for similar assets or liabilities in non-active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 —Inputs that are unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The carrying value of the Partnership's cash and cash equivalents, receivables, and payables approximate fair value due to the short-term nature of the instruments. The estimated carrying value of all debt as of September 30, 2023 and December 31, 2022 approximated the fair value due to variable market rates of interest. These debt fair values, which are Level 3 12 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS measurements, were estimated based on the Partnership’s incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair values of the Partnership’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Partnership estimated the fair value of commodity derivative financial instruments using the market approach via a model that uses inputs that are observable in the market or can be derived from, or corroborated by, observable data. See Note 4 - Commodity Derivative Financial Instruments for further discussion. The following table presents information about the Partnership’s assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements Using Effect of Counterparty Netting Total Level 1 Level 2 Level 3 (in thousands) As of September 30, 2023 Financial Assets Commodity derivative instruments $ — $ 26,901 $ — $ ( 5,683 ) $ 21,218 Financial Liabilities Commodity derivative instruments $ — $ 26,966 $ — $ ( 5,683 ) $ 21,283 As of December 31, 2022 Financial Assets Commodity derivative instruments $ — $ 42,445 $ — $ ( 10,245 ) $ 32,200 Financial Liabilities Commodity derivative instruments $ — $ 13,504 $ — $ ( 10,245 ) $ 3,259 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Nonfinancial assets and liabilities measured at fair value on a non-recurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and measurements of oil and natural gas property values for assessment of impairment. The determination of the fair values of proved and unproved properties acquired in business combinations are estimated by discounting projected future cash flows. The factors used to determine fair value include estimates of economic reserves, future operating and development costs, future commodity prices, timing of future production, and a risk-adjusted discount rate. The Partnership has designated these measurements as Level 3. The Partnership had no business combinations for the nine months ended September 30, 2023 or the year ended December 31, 2022. See Note 3 - Oil and Natural Gas Properties. Oil and natural gas properties are measured at fair value on a non-recurring basis using the income approach when assessing for impairment. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, operating costs, future capital expenditures, and a risk-adjusted discount rate. The Partnership’s estimates of fair value have been determined at discrete points in time based on relevant market data. These estimates involve uncertainty, particularly in the current volatile market, and cannot be determined with precision. Changes to these estimates, particularly related to economic reserves, future commodity prices, and timing of future production could result in additional impairment charges in the future. There were no significant changes in valuation techniques or related inputs as of September 30, 2023 or December 31, 2022. There were no assets measured at fair value on a non-recurring basis for the nine months ended September 30, 2023 or the year ended December 31, 2022. 13 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - CREDIT FACILITY The Partnership maintains a senior secured revolving credit agreement, as amended (the “Credit Facility”). The Credit Facility has an aggregate maximum credit amount of $ 1.0 billion. The commitment of the lenders equals the least of the aggregate maximum credit amount, the then-effective borrowing base, and the aggregate elected commitment, as it may be adjusted from time to time. The amount of the borrowing base is redetermined semi-annually, usually in October and April, and is derived from the value of the Partnership’s oil and natural gas properties as determined by the lender syndicate using pricing assumptions that often differ from the current market for future prices. The Partnership and the lenders (at the direction of two-thirds of the lenders) each have discretion to request a borrowing base redetermination one time between scheduled redeterminations. The Partnership also has the right to request a redetermination following the acquisition of oil and natural gas properties in excess of 10 % of the value of the borrowing base immediately prior to such acquisition. The borrowing base is also adjusted if we terminate our hedge positions or sell oil and natural gas property interests that have a combined value exceeding 5 % of the current borrowing base. In these circumstances, the borrowing base will be adjusted by the value attributed to the terminated hedge positions or the oil and natural gas property interests sold in the most recent borrowing base. In October 2022, the Partnership revised and amended the Credit Facility to extend the maturity date from November 1, 2024 to October 31, 2027. Concurrent with the Credit Facility amendment, the borrowing base under the Credit Facility was increased to $ 550.0 million and the Partnership elected to lower commitments under the Credit Facility from $ 400.0 million to $ 375.0 million. The April 2023 borrowing base redetermination reaffirmed the borrowing base at $ 550.0 million with cash commitments at $ 375.0 million. The October 2023 borrowing base redetermination increased the borrowing base to $ 580.0 million with no change to the cash commitments. The next semi-annual redetermination is scheduled for April 2024. In October 2022, the Credit Facility was amended to replace the LIBOR rate with the secured overnight financing rate published by the Federal Reserve Bank of New York ("SOFR"). Outstanding borrowings under the Credit Facility bear interest at a floating rate elected by the Partnership equal to a base rate (which is a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50 %, and (c) Adjusted Term SOFR for a one month tenor in effect on such day plus 1.00 %) or Adjusted Term SOFR, in each case, plus the applicable margin. As of December 31, 2022 and September 30, 2023, the applicable margin for the alternative base rate ranged from 1.50 % to 2.50 % and the Adjusted Term SOFR margin ranged from 2.50 % to 3.50 %, depending on the borrowings outstanding in relation to the borrowing base. The weighted-average interest rate of the Credit Facility was 7.33 % during the nine months ended September 30, 2023 and 6.92 % as of December 31, 2022. Accrued interest is payable at the end of each calendar quarter or at the end of each interest period, unless the interest period is longer than 90 days, in which case interest is payable at the end of every 90-day period. In addition, a commitment fee is payable at the end of each calendar quarter based on either a rate of 0.375 % if the borrowing base utilization percentage is less than 50 %, or 0.500 % per annum if the borrowing base utilization percentage is equal to or greater than 50 %. The Credit Facility is secured by substantially all of the Partnership’s oil and natural gas production and assets. The Credit Facility contains various limitations on future borrowings, leases, hedging, and sales of assets. Additionally, the Credit Facility requires the Partnership to maintain a current ratio of not less than 1.0 :1.0 and a ratio of total debt to EBITDAX (Earnings before Interest, Taxes, Depreciation, Amortization, and Exploration) of not more than 3.5 :1.0. Distributions are not permitted if there is a default under the Credit Facility (including the failure to satisfy one of the financial covenants), if the availability under the Credit Facility is less than 10 % of the lenders' commitments, or if total debt to EBITDAX is greater than 3.0 . As of September 30, 2023, the Partnership was in compliance with all financial covenants in the Credit Facility. The aggregate principal balance outstanding was zero and $ 10.0 million at September 30, 2023 and December 31, 2022, respectively. The unused portion of the available borrowings under the Credit Facility were $ 375.0 million and $ 365.0 million at September 30, 2023 and December 31, 2022, respectively. NOTE 7 - COMMITMENTS AND CONTINGENCIES Environmental Matters The Partnership’s business includes activities that are subject to U.S. federal, state, and local environmental regulations with regard to air, land, and water quality and other environmental matters. 14 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The Partnership does not consider the potential remediation costs that could result from issues identified in any environmental site assessments to be significant to the consolidated financial statements, and no provision for potential remediation costs has been recorded. Litigation From time to time, the Partnership is involved in legal actions and claims arising in the ordinary course of business. The Partnership believes existing claims as of September 30, 2023 will be resolved without material adverse effect on the Partnership’s financial condition or operations. NOTE 8 - INCENTIVE COMPENSATION The table below summarizes incentive compensation expense recorded in the General and administrative line item of the consolidated statements of operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Cash—short and long-term incentive plans $ 1,303 $ 1,422 $ 3,236 $ 4,381 Equity-based compensation—restricted common units 976 1,054 2,872 3,030 Equity-based compensation—restricted performance units 2,282 2,949 3,968 7,186 Board of Directors incentive plan 519 531 1,572 1,593 Total incentive compensation expense $ 5,080 $ 5,956 $ 11,648 $ 16,190 For the nine months ended September 30, 2023, the Partnership repurchased 357,761 common units at an average price of $ 15.36 per unit for the purpose of satisfying tax withholding obligations upon the vesting of certain long-term incentive equity awards held by our executive officers and certain other employees. Specifically, when an employee's equity award vests, the Partnership withholds a portion of the shares to cover the employee's tax liability. In the first quarter of 2022, the board of directors of the Partnership's general partner (the "Board") approved a grant of awards to all employees dependent on the achievement of an aspirational production target to be measured in the fourth quarter of 2025 (the "Aspirational Awards"). The Aspirational Awards include performance cash awards and performance equity awards in the form of restricted performance units. To the extent earned, each performance unit represents the right to receive one common unit. The performance cash awards and performance units are eligible to become earned at the end of the requisite service period on December 31, 2025 if the minimum performance metrics are achieved. The minimum performance metrics are at least 42 Mboe per day of average daily royalty production in either the fourth quarter or the month of December of 2025 while maintaining a net debt to EBITDA ratio less than or equal to 1.0 on December 31, 2025. Average daily royalty production does not include production attributable to acquisitions consummated during the performance period. Compensation expense related to the Aspirational Awards will be recorded over the service period when achievement of the performance condition is probable. Total compensation expense to be recognized over the life of the Aspirational Awards consists of $ 5.7 million for the performance cash awards and $ 14.9 million for the performance equity awards ( 1,244,945 performance units with a weighted-average grant date fair value of $ 11.93 per unit). As of September 30, 2023, the Partnership determined achievement of the performance condition was not yet probable and no expense was recognized. NOTE 9 - PREFERRED UNITS Series B Cumulative Convertible Preferred Units On November 28, 2017, the Partnership issued and sold in a private placement 14,711,219 Series B cumulative convertible preferred units representing limited partner interests in the Partnership for a cash purchase price of $ 20.3926 per Series B cumulative convertible preferred unit, resulting in total proceeds of approximately $ 300.0 million. The Series B cumulative convertible preferred units are entitled to an annual distribution of 7.0 %, payable on a quarterly basis in arrears; provided that the distribution rate will be adjusted as follows: commencing on November 28, 2023 and readjusting every two years thereafter (each, a "Readjustment Date"), the rate will equal the greater of (i) the distribution rate in 15 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS effect immediately prior to the relevant Readjustment Date and (ii) the 10-year Treasury Rate as of such Readjustment Date plus 5.5 % per annum; provided, however, that for any quarter in which quarterly distributions are accrued but unpaid, the then-distribution rate shall be increased by 2.0 % per annum for such quarter. The Series B cumulative convertible preferred units may be converted by each holder at its option, in whole or in part, into common units on a one -for-one basis at the purchase price of $ 20.3926 , adjusted to give effect to any accrued but unpaid accumulated distributions on the applicable Series B cumulative convertible preferred units through the most recent declaration date. However, the Partnership shall not be obligated to honor any request for such conversion if such request does not involve an underlying value of common units of at least $ 10.0 million based on the closing trading price of common units on the trading day immediately preceding the conversion notice date, or such lesser amount to the extent such exercise covers all of a holder's Series B cumulative convertible preferred units. The Partnership has the option to redeem all or a portion (equal to or greater than $ 100 million) of the Series B cumulative convertible preferred units for a 90 day period beginning on November 28, 2023 at a redemption price of $ 21.41 per Series B cumulative convertible preferred unit, which is equal to 105 % of par value. Thereafter, the Partnership may redeem the Series B cumulative convertible preferred units at par within a 90 day period on each second anniversary following November 28, 2023. The Series B cumulative convertible preferred units had a carrying value of $ 298.4 million, including accrued distributions of $ 5.3 million, as of September 30, 2023 and December 31, 2022. The Series B cumulative convertible preferred units are classified as mezzanine equity on the consolidated balance sheets since certain provisions of redemption are outside the control of the Partnership. NOTE 10 - EARNINGS PER UNIT The Partnership applies the two-class method for purposes of calculating earnings per unit (“EPU”). The holders of the Partnership’s restricted common units have all the rights of a unitholder, including non-forfeitable distribution rights. As participating securities, the restricted common units are included in the calculation of basic earnings per unit. For the periods presented, the amount of earnings allocated to these participating units was not material. Net income (loss) attributable to the Partnership is allocated to the Partnership’s general partner and the common unitholders in proportion to their pro rata ownership after giving effect to distributions, if any, declared during the period. The Partnership assesses the Series B cumulative convertible preferred units on an as-converted basis for the purpose of calculating diluted EPU. The Partnership’s restricted performance unit awards are contingently issuable units that are considered in the calculation of diluted EPU. The Partnership assesses the number of units that would be issuable, if any, under the terms of the arrangement if the end of the reporting period were the end of the contingency period. 16 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth the computation of basic and diluted earnings per common unit: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except per unit amounts) NET INCOME (LOSS) $ 62,067 $ 168,475 $ 274,902 $ 293,261 Distributions on Series B cumulative convertible preferred units ( 5,250 ) ( 5,250 ) ( 15,750 ) ( 15,750 ) NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS $ 56,817 $ 163,225 $ 259,152 $ 277,511 ALLOCATION OF NET INCOME (LOSS): General partner interest $ — $ — $ — $ — Common units 56,817 163,225 259,152 277,511 $ 56,817 $ 163,225 $ 259,152 $ 277,511 NUMERATOR: Numerator for basic EPU - Net income (loss) attributable to common unitholders $ 56,817 $ 163,225 $ 259,152 $ 277,511 Effect of dilutive securities — 5,250 15,750 15,750 Numerator for diluted EPU - net income (loss) attributable to common unitholders after the effect of dilutive securities $ 56,817 $ 168,475 $ 274,902 $ 293,261 DENOMINATOR: Denominator for basic EPU - weighted average common units outstanding (basic) 209,982 209,402 209,963 209,374 Effect of dilutive securities — 14,969 14,969 14,969 Denominator for diluted EPU - weighted average number of common units outstanding after the effect of dilutive securities 209,982 224,371 224,932 224,343 NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT: Per common unit (basic) $ 0.27 $ 0.78 $ 1.23 $ 1.33 Per common unit (diluted) $ 0.27 $ 0.75 $ 1.22 $ 1.31 The following units of potentially dilutive securities were excluded from the computation of diluted weighted average units outstanding because their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Potentially dilutive securities (common units): Series B cumulative convertible preferred units on an as-converted basis 14,969 — — — NOTE 11 - COMMON UNITS Common Units The common units represent limited partner interests in the Partnership. The holders of common units are entitled to participate in distributions and exercise the rights and privileges provided to limited partners holding common units under the partnership agreement. The partnership agreement restricts unitholders’ voting rights by providing that any units held by a person or group that owns 15 % or more of any class of units then outstanding, other than the limited partners in Black Stone Minerals Company, 17 BLACK STONE MINERALS, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS L.P. prior to the IPO, their transferees, persons who acquired such units with the prior approval of the Board, holders of Series B cumulative convertible preferred units in connection with any vote, consent or approval of the Series B cumulative convertible preferred units as a separate class, and persons who own 15 % or more of any class as a result of any redemption or purchase of any other person's units or similar action by the Partnership or any conversion of the Series B cumulative convertible preferred units at the Partnership's option or in connection with a change of control, may not vote on any matter. The partnership agreement generally provides that any distributions are paid each quarter in the following manner: • first , to the holders of the Series B cumulative convertible preferred units in an amount equal to 7 % per annum, subject to certain adjustments; and • second , to the holders of common units. The following table provides information about the Partnership's per unit distributions to common unitholders: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Distributions declared and paid per common unit $ 0.4750 $ 0.4200 $ 1.4250 $ 1.0900 NOTE 12 - SUBSEQUENT EVENTS On October 18, 2023, the Board approved a distribution for the three months ended September 30, 2023 of $ 0.475 per common unit. Distributions will be payable on November 16, 2023 to unitholders of record at the close of business on November 9, 2023. On October 30, 2023, the Board authorized a $ 150 million unit repurchase program, terminating its existing $ 75 million program authorized in 2018. The unit repurchase program authorized the Partnership to make repurchases on a discretionary basis as determined by management, subject to market condition, applicable legal requirements, available liquidity, and other appropriate factors. All or a portion of any repurchases may be made under a Rule 10b5-1 plan, which would permit common units to be repurchased when the Partnership might otherwise be precluded from doing so under applicable laws. The repurchase program does not obligate the Partnership to acquire any particular number of common units and may be modified or suspended at any time and could be terminated prior to completion. The Partnership will periodically report the number of common units repurchased. The program will be funded from the Partnership’s cash on hand or through borrowings under the credit facility. Any repurchased units will be canceled. 18