0001628280-24-021063 | 10-Q | XBRL Viewer

Print Document

OIL AND NATURAL GAS PROPERTIES - Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Asset Acquisition [Line Items]
Aggregate cash consideration	$ 22,966	$ 0
Unproved Oil And Gas Properties
Asset Acquisition [Line Items]
Total consideration			$ 14,600
Mineral and Royalty Acreage
Asset Acquisition [Line Items]
Aggregate cash consideration	$ 23,000

INCENTIVE COMPENSATION

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

INCENTIVE COMPENSATION

The table below summarizes incentive compensation expense recorded in the General and administrative line item of the consolidated statements of operations for the periods presented:


	Three Months Ended March 31,
	2024		2023

	(in thousands)
Cash—short and long-term incentive plans	$	1,260	$	1,079
Equity-based compensation—restricted common units	996		954
Equity-based compensation—restricted performance units	738		633
Board of Directors incentive plan	649		531
Total incentive compensation expense	$	3,643	$	3,197

For the three months ended March 31, 2024, the Partnership repurchased 286,761 common units at a weighted average price of $15.28 per unit for the purpose of satisfying tax withholding obligations upon the vesting of certain long-term incentive equity awards held by our executive officers and certain other employees. Specifically, when an employee's equity award vests, the Partnership withholds a portion of the units to cover the employee's tax liability.

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 $5.6 million for the performance cash awards and $14.7 million for the performance equity awards (1,220,201 performance units with a weighted-average grant date fair value of $12.03 per unit). As of March 31, 2024, the Partnership determined achievement of the performance condition was not yet probable and no expense was recognized.

FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gross fair value, assets	$ 37,177	$ 41,983
Effect of counterparty netting, assets	(6,289)	(3,338)
Total net carrying value on balance sheet, assets	30,888	38,645
Gross fair value, liabilities	24,929	4,648
Effect of counterparty netting, liabilities	(6,289)	(3,338)
Total net carrying value on balance sheet, liabilities	18,640	1,310
Commodity derivative instruments \| Fair Value Measurements, Recurring Basis
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Effect of counterparty netting, assets	(6,289)	(3,338)
Total net carrying value on balance sheet, assets	30,888	38,645
Effect of counterparty netting, liabilities	(6,289)	(3,338)
Total net carrying value on balance sheet, liabilities	18,640	1,310
Commodity derivative instruments \| Fair Value Measurements, Recurring Basis \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gross fair value, assets	0	0
Gross fair value, liabilities	0	0
Commodity derivative instruments \| Fair Value Measurements, Recurring Basis \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gross fair value, assets	37,177	41,983
Gross fair value, liabilities	24,929	4,648
Commodity derivative instruments \| Fair Value Measurements, Recurring Basis \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gross fair value, assets	0	0
Gross fair value, liabilities	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Partnership’s consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report on Form 10-K"). The unaudited interim consolidated financial statements include the consolidated results of the Partnership. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated. The Partnership evaluates the significant terms of its investments to determine the method of accounting to be applied to each respective investment. Investments in which the Partnership has less than a 20% ownership interest and does not have control or exercise significant influence are accounted for using fair value or cost minus impairment if fair value is not readily determinable. Investments in which the Partnership exercises control are consolidated, and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Partnership, are presented as a separate component of net income (loss) and equity in the accompanying unaudited interim consolidated financial statements. The unaudited interim consolidated financial statements include undivided interests in oil and natural gas property rights. The Partnership accounts for its share of oil and natural gas property rights by reporting its proportionate share of assets, liabilities, revenues, costs, and cash flows within the relevant lines on the accompanying unaudited interim consolidated balance sheets, statements of operations, and statements of cash flows.
Segment Reporting	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments provide new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Partnership does not plan to early adopt and expects the new guidance will not have a material impact on the Partnership's consolidated financial statements and related disclosures.
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.

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 72,428	$ 82,253
Revenues from contracts with customers
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	68,312	77,560
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 4,116	$ 4,693

EARNINGS PER UNIT - Computation of Basic and Diluted Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
NET INCOME (LOSS)	$ 63,927	$ 134,443
Distributions on Series B cumulative convertible preferred units	(7,367)	(5,250)
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	56,560	129,193
ALLOCATION OF NET INCOME (LOSS):
General partner interest	0	0
Common units	56,560	129,193
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	56,560	129,193
NUMERATOR:
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	56,560	129,193
Effect of dilutive securities	0	5,250
Numerator for diluted EPU - net income (loss) attributable to common unitholders after the effect of dilutive securities	$ 56,560	$ 134,443
DENOMINATOR:
Denominator for basic EPU - weighted average common units outstanding (basic) (in shares)	210,654	209,941
Effect of dilutive securities (in shares)	0	14,969
Denominator for diluted EPU - weighted average number of common units outstanding after the effect of dilutive securities (in shares)	210,654	224,910
NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT:
Per common unit (basic) (in dollars per share)	$ 0.27	$ 0.62
Per common unit (diluted) (in dollars per share)	$ 0.27	$ 0.60

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Unproved properties	$ 913,031	$ 890,338
Accumulated depreciation	$ 14,270	$ 14,163
Series B Cumulative Convertible Preferred Units
Partners' equity, preferred units, outstanding (in shares)	14,711,000	14,711,000
Common units
Partners' equity - units, outstanding (in shares)	210,656,000	209,991,000

INCENTIVE COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Incentive Compensation Expense

The table below summarizes incentive compensation expense recorded in the General and administrative line item of the consolidated statements of operations for the periods presented:


	Three Months Ended March 31,
	2024		2023

	(in thousands)
Cash—short and long-term incentive plans	$	1,260	$	1,079
Equity-based compensation—restricted common units	996		954
Equity-based compensation—restricted performance units	738		633
Board of Directors incentive plan	649		531
Total incentive compensation expense	$	3,643	$	3,197

CREDIT FACILITY	3 Months Ended
CREDIT FACILITY	Mar. 31, 2024
Debt Disclosure [Abstract]
CREDIT FACILITY	CREDIT FACILITY The Partnership maintains a senior secured revolving credit agreement, as amended (the “Credit Facility”). The Credit Facility has an aggregate maximum credit amount of $1.0 billion and terminates on October 31, 2027. The commitment of the lenders equals the least of the aggregate maximum credit amount, the then-effective borrowing base, and the aggregate elected commitment, as it may be adjusted from time to time. The amount of the borrowing base is redetermined semi-annually, usually in October and April, and is derived from the value of the Partnership’s oil and natural gas properties as determined by the lender syndicate using pricing assumptions that often differ from the current market for future prices. The Partnership and the lenders (at the direction of two-thirds of the lenders) each have discretion to request a borrowing base redetermination one time between scheduled redeterminations. The Partnership also has the right to request a redetermination following the acquisition of oil and natural gas properties in excess of 10% of the value of the borrowing base immediately prior to such acquisition. The borrowing base is also adjusted if we terminate our hedge positions or sell oil and natural gas property interests that have a combined value exceeding 5% of the current borrowing base. In these circumstances, the borrowing base will be adjusted by the value attributed to the terminated hedge positions or the oil and natural gas property interests sold in the most recent borrowing base. The April 2023 borrowing base redetermination reaffirmed the borrowing base at $550.0 million. The subsequent redeterminations increased the borrowing base to $580.0 million in October 2023 and reaffirmed the borrowing base in April 2024. After each redetermination we elected to maintain cash commitments at $375.0 million. The next semi-annual redetermination is scheduled for October 2024. The Partnership’s borrowings under the Credit Facility bear interest at a floating rate determined by the type of loan the Partnership has elected to take: a secured overnight financing rate ("SOFR") loan or a base-rate loan. Both types of loans bear interest at a reference rate plus a margin that varies with the amount of borrowings outstanding under the Credit Facility. The reference rate for SOFR loans is equal to SOFR as published by the Federal Reserve Bank of New York, adjusted for the borrowing term, plus 0.10%, which is referred to as Adjusted Term SOFR. The reference rate for base rate loans is the highest of (a) Wells Fargo’s prime commercial lending rate for that day, (2) the Federal Funds Rate in effect on that day plus 0.50%, and (c) the Adjusted Term SOFR for a one-month tenor, plus 1.00%. As of December 31, 2023 and March 31, 2024, the applicable margin for the base rate loans ranged from 1.50% to 2.50%, and the margin for SOFR loans ranged from 2.50% to 3.50%. The Partnership is obligated to pay a quarterly commitment fee ranging from a 0.375% to 0.500% annualized rate on the unused portion of the borrowing base, depending on the amount of the borrowings outstanding in relation to the borrowing base. Principal may be optionally repaid from time to time without premium or penalty, other than customary SOFR breakage, and is required to be paid (a) if the amount outstanding exceeds the borrowing base, whether due to a borrowing base redetermination or otherwise, in some cases subject to a cure period, or (b) at the maturity date. The weighted-average interest rate of the Credit Facility was 7.92% during the three months ended March 31, 2024 and 7.36% for the twelve months ended December 31, 2023. Accrued interest is payable at the end of each calendar quarter or at the end of each interest period, unless the interest period is longer than 90 days, in which case interest is payable at the end of every 90-day period. The Credit Facility is secured by substantially all of the Partnership’s oil and natural gas production and assets. The Credit Facility contains various limitations on future borrowings, leases, hedging, and sales of assets. Additionally, the Credit Facility requires the Partnership to maintain a current ratio of not less than 1.0:1.0 and a ratio of total debt to EBITDAX (Earnings before Interest, Taxes, Depreciation, Amortization, and Exploration) of not more than 3.5:1.0. Distributions are not permitted if there is a default under the Credit Facility (including the failure to satisfy one of the financial covenants), if the availability under the Credit Facility is less than 10% of the lenders' commitments, or if total debt to EBITDAX is greater than 3.0. As of March 31, 2024, the Partnership was in compliance with all financial covenants in the Credit Facility. There was no aggregate principal balance outstanding at March 31, 2024 and December 31, 2023, respectively. The unused portion of the available borrowings under the Credit Facility was $375.0 million at March 31, 2024 and December 31, 2023

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

OIL AND NATURAL GAS PROPERTIES (Tables)

3 Months Ended

Mar. 31, 2024

Extractive Industries [Abstract]

Business Combination, Segment Allocation

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	%

OIL AND NATURAL GAS PROPERTIES - Farmout Agreements (Details)	1 Months Ended		3 Months Ended				12 Months Ended
	May 31, 2021	Nov. 30, 2020	Mar. 31, 2024 USD ($) well	Mar. 31, 2023 USD ($)	Sep. 30, 2021 well	Sep. 30, 2020 well	Dec. 31, 2022 well	Dec. 31, 2021 well
Asset Acquisition [Line Items]
Partnership agreement term (in years)	10 years
Impairment of oil and natural gas properties \| $			$ 0	$ 0
Farmout Agreement \| Aethon Energy \| San Augustine County, Texas
Asset Acquisition [Line Items]
Exploratory wells, expected to be drilled initial program year					5
Exploratory wells, expected to be drilled					10
Farmout Agreement \| Aethon Energy \| San Augustine County, Texas \| Minimum
Asset Acquisition [Line Items]
Exploratory wells, expected to be drilled					12
Farmout Agreement \| Aethon Energy \| Angelina County, Texas
Asset Acquisition [Line Items]
Exploratory wells, expected to be drilled						4
Exploratory wells, expected to be drilled per year							15
Farmout Agreement \| Azul-SA, LLC And Canaan Resource Partners \| San Augustine County, Texas
Asset Acquisition [Line Items]
Oil, productive well, number of wells, net			20
Farmout Agreement \| Pivotal \| Angelina County, Texas
Asset Acquisition [Line Items]
Exploratory wells, expected to be drilled								10
Farmout Agreement \| Second Pivotal Farmout \| Angelina County, Texas
Asset Acquisition [Line Items]
Oil, productive well, number of wells, net			45
% of Partnership's Working Interest		100.00%
Farmout Agreement \| Second Pivotal Farmout \| Angelina County, Texas \| Minimum
Asset Acquisition [Line Items]
Asset acquisition, ownership interest, in wells operated by others, gross, percent		12.50%
Farmout Agreement \| Second Pivotal Farmout \| Angelina County, Texas \| Maximum
Asset Acquisition [Line Items]
Asset acquisition, ownership interest, in wells operated by others, gross, percent		25.00%

COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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 March 31, 2024, the Partnership’s open derivative contracts consisted of fixed-price swap contracts. The Partnership has not designated any of its contracts as fair value or cash flow hedges. Accordingly, the changes in the fair value of the contracts are included in the consolidated statement of operations in the period of the change. All derivative gains and losses from the Partnership’s derivative contracts have been recognized in revenue in the Partnership's accompanying consolidated statements of operations. Derivative instruments that have not yet been settled in cash are reflected as either derivative assets or liabilities in the Partnership’s accompanying consolidated balance sheets as of March 31, 2024 and December 31, 2023. See "Note 5 - Fair Value Measurements" for additional information.

The Partnership's derivative contracts expose it to credit risk in the event of nonperformance by counterparties that may adversely impact the fair value of the Partnership's commodity derivative assets. While the Partnership does not require its derivative contract counterparties to post collateral, the Partnership does evaluate the credit standing of such counterparties as deemed appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. As of March 31, 2024, the Partnership had seven counterparties, all of which are rated Baa2 or better by Moody’s and are lenders under the Credit Facility.

The tables below summarize the fair values and classifications of the Partnership’s derivative instruments, as well as the gross recognized derivative assets, liabilities, and amounts offset in the consolidated balance sheets as of each date:


		March 31, 2024
Classification	Balance Sheet Location	Gross Fair Value		Effect of Counterparty Netting		Net Carrying Value on Balance Sheet

		(in thousands)
Assets:
Current asset	Commodity derivative assets	$	36,665	$	(5,924)	$	30,741
Long-term asset	Deferred charges and other long-term assets	512		(365)		147
Total assets		$	37,177	$	(6,289)	$	30,888
Liabilities:
Current liability	Commodity derivative liabilities	$	18,706	$	(5,924)	$	12,782
Long-term liability	Commodity derivative liabilities	6,223		(365)		5,858
Total liabilities		$	24,929	$	(6,289)	$	18,640


		December 31, 2023
Classification	Balance Sheet Location	Gross Fair Value		Effect of Counterparty Netting		Net Carrying Value on Balance Sheet

		(in thousands)
Assets:
Current asset	Commodity derivative assets	$	41,485	$	(3,212)	$	38,273
Long-term asset	Deferred charges and other long-term assets	498		(126)		372
Total assets		$	41,983	$	(3,338)	$	38,645
Liabilities:
Current liability	Commodity derivative liabilities	$	4,441	$	(3,212)	$	1,229
Long-term liability	Commodity derivative liabilities	207		(126)		81
Total liabilities		$	4,648	$	(3,338)	$	1,310

Changes in the fair values of the Partnership’s derivative instruments (both assets and liabilities) are presented on a net basis in the accompanying consolidated statements of operations and consolidated statements of cash flows and consist of the following for the periods presented:


	Three Months Ended March 31,
Derivatives not designated as hedging instruments	2024		2023
	(in thousands)
Beginning fair value of commodity derivative instruments	$	37,335	$	28,941
Gain (loss) on oil derivative instruments	(23,230)		7,422
Gain (loss) on natural gas derivative instruments	11,940		44,849
Net cash paid (received) on settlements of oil derivative instruments	(121)		1,400
Net cash paid (received) on settlements of natural gas derivative instruments	(13,676)		(14,685)
Net change in fair value of commodity derivative instruments	(25,087)		38,986
Ending fair value of commodity derivative instruments	$	12,248	$	67,927

The Partnership had the following open derivative contracts for oil as of March 31, 2024:


		Weighted Average Price (Per Bbl)		Range (Per Bbl)
Period and Type of Contract	Volume (Bbl)			Low		High
Oil Swap Contracts:
2024
First Quarter	190,000	$	71.45	$	67.00	$	81.00
Second Quarter	570,000	71.45		67.00		81.00
Third Quarter	570,000	71.45		67.00		81.00
Fourth Quarter	570,000	71.45		67.00		81.00
2025
First Quarter	555,000	$	71.22	$	70.02	$	73.15
Second Quarter	555,000	71.22		70.02		73.15
Third Quarter	555,000	71.22		70.02		73.15
Fourth Quarter	555,000	71.22		70.02		73.15

The Partnership had the following open derivative contracts for natural gas as of March 31, 2024:


		Weighted Average Price (Per MMBtu)		Range (Per MMBtu)
Period and Type of Contract	Volume (MMBtu)			Low		High
Natural Gas Swap Contracts:
2024

Second Quarter	10,465,000	$	3.55	$	3.00	$	3.76
Third Quarter	10,580,000	3.55		3.00		3.76
Fourth Quarter	10,580,000	3.55		3.00		3.76
2025
First Quarter	7,200,000	$	3.39	$	3.34	$	3.65
Second Quarter	7,280,000	3.39		3.34		3.65
Third Quarter	11,040,000	3.45		3.34		3.65
Fourth Quarter	11,040,000	3.45		3.34		3.65

BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
BUSINESS AND BASIS OF PRESENTATION	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS AND BASIS OF PRESENTATION	BUSINESS AND BASIS OF PRESENTATION Description of the Business Black Stone Minerals, L.P. (“BSM” or the “Partnership”) is a publicly traded Delaware limited partnership that owns oil and natural gas mineral interests, which make up the vast majority of the asset base. The Partnership's assets also include nonparticipating royalty interests and overriding royalty interests. These interests, which are substantially non-cost-bearing, are collectively referred to as “mineral and royalty interests.” The Partnership’s mineral and royalty interests are located in 41 states in the continental United States ("U.S."), including all of the major onshore producing basins. The Partnership also owns non-operated working interests in certain oil and natural gas properties. The Partnership's common units trade on the New York Stock Exchange under the symbol "BSM." Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Partnership’s consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report on Form 10-K"). The unaudited interim consolidated financial statements include the consolidated results of the Partnership. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated. The Partnership evaluates the significant terms of its investments to determine the method of accounting to be applied to each respective investment. Investments in which the Partnership has less than a 20% ownership interest and does not have control or exercise significant influence are accounted for using fair value or cost minus impairment if fair value is not readily determinable. Investments in which the Partnership exercises control are consolidated, and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Partnership, are presented as a separate component of net income (loss) and equity in the accompanying unaudited interim consolidated financial statements. The unaudited interim consolidated financial statements include undivided interests in oil and natural gas property rights. The Partnership accounts for its share of oil and natural gas property rights by reporting its proportionate share of assets, liabilities, revenues, costs, and cash flows within the relevant lines on the accompanying unaudited interim consolidated balance sheets, statements of operations, and statements of cash flows. Segment Reporting The Partnership operates in a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Partnership’s chief executive officer has been determined to be the chief operating decision maker and allocates resources and assesses performance based upon financial information at the consolidated level.

COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details)	Mar. 31, 2024 counterparty
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Number of counterparties	7

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 40,456	$ 70,282
Accounts receivable	72,428	82,253
Commodity derivative assets	30,741	38,273
Prepaid expenses and other current assets	2,540	2,319
TOTAL CURRENT ASSETS	146,165	193,127
PROPERTY AND EQUIPMENT
Oil and natural gas properties, at cost, using the successful efforts method of accounting, includes unproved properties of $913,031 and $890,338 at March 31, 2024 and December 31, 2023, respectively	3,049,455	3,026,394
Accumulated depreciation, depletion, amortization, and impairment	(1,972,524)	(1,961,899)
Oil and natural gas properties, net	1,076,931	1,064,495
Other property and equipment, net of accumulated depreciation of $14,270 and $14,163 at March 31, 2024 and December 31, 2023, respectively	938	1,007
NET PROPERTY AND EQUIPMENT	1,077,869	1,065,502
DEFERRED CHARGES AND OTHER LONG-TERM ASSETS	7,641	8,255
TOTAL ASSETS	1,231,675	1,266,884
CURRENT LIABILITIES
Accounts payable	5,844	6,270
Accrued liabilities	7,380	17,003
Commodity derivative liabilities	12,782	1,229
Other current liabilities	1,374	1,334
TOTAL CURRENT LIABILITIES	27,380	25,836
LONG–TERM LIABILITIES
Accrued incentive compensation	802	1,699
Commodity derivative liabilities	5,858	81
Asset retirement obligations	19,078	19,030
Other long-term liabilities	2,755	2,893
TOTAL LIABILITIES	55,873	49,539
COMMITMENTS AND CONTINGENCIES (Note 7)
EQUITY
Partners' equity – general partner interest	0	0
TOTAL EQUITY	875,324	918,208
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY	1,231,675	1,266,884
Series B Cumulative Convertible Preferred Units
MEZZANINE EQUITY
Partners' equity – Series B cumulative convertible preferred units, 14,711 units outstanding at March 31, 2024 and December 31, 2023	300,478	299,137
Common units
EQUITY
Partners' equity – common units, 210,656 and 209,991 units outstanding at March 31, 2024 and December 31, 2023, respectively	$ 875,324	$ 918,208

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
REVENUE
Revenue from contracts with customers	$ 116,783	$ 122,307
Gain (loss) on commodity derivative instruments	(11,290)	52,271
TOTAL REVENUE	105,493	174,578
OPERATING (INCOME) EXPENSE
Lease operating expense	2,432	2,668
Production costs and ad valorem taxes	13,038	12,667
Exploration expense	3	4
Depreciation, depletion, and amortization	11,639	11,147
General and administrative	14,090	12,648
Accretion of asset retirement obligations	317	245
TOTAL OPERATING EXPENSE	41,519	39,379
INCOME (LOSS) FROM OPERATIONS	63,974	135,199
OTHER INCOME (EXPENSE)
Interest and investment income	670	157
Interest expense	(629)	(814)
Other income (expense)	(88)	(99)
TOTAL OTHER EXPENSE	(47)	(756)
NET INCOME (LOSS)	63,927	134,443
Distributions on Series B cumulative convertible preferred units	(7,367)	(5,250)
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	56,560	129,193
ALLOCATION OF NET INCOME (LOSS):
General partner interest	0	0
Common units	56,560	129,193
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	$ 56,560	$ 129,193
NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT:
Per common unit (basic) (in dollars per share)	$ 0.27	$ 0.62
Per common unit (diluted) (in dollars per share)	$ 0.27	$ 0.60
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Weighted average common units outstanding (basic) (in shares)	210,654	209,941
Weighted average common units outstanding (diluted) (in shares)	210,654	224,910
Oil and condensate sales
REVENUE
Revenue from contracts with customers	$ 71,224	$ 60,909
Natural gas and natural gas liquids sales
REVENUE
Revenue from contracts with customers	42,011	57,423
Lease bonus and other income
REVENUE
Revenue from contracts with customers	$ 3,548	$ 3,975

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

OIL AND NATURAL GAS PROPERTIES

3 Months Ended

Mar. 31, 2024

Extractive Industries [Abstract]

OIL AND NATURAL GAS PROPERTIES

Divestitures

The Partnership had no material divestiture activity during 2023 or the three months ended March 31, 2024.

Acquisitions

Acquisitions of proved oil and natural gas properties and working interests are generally considered business combinations and are recorded at their estimated fair value as of the acquisition date. Acquisitions that consist of all or substantially all unproved oil and natural gas properties are generally considered asset acquisitions and are recorded at cost.

In the first quarter of 2024, the Partnership acquired mineral and royalty interests that consisted of substantially all unproved oil and natural gas properties from various sellers for cash consideration of $23.0 million, including capitalized direct transaction costs. These acquisitions were considered asset acquisitions, were primarily located in the Gulf Coast land region, and were funded with cash from operating activities.

During the year ended December 31, 2023, the Partnership acquired mineral and royalty interests that consisted of unproved oil and natural gas properties from various sellers for cash consideration of $14.6 million, including capitalized direct transaction costs. These acquisitions were considered asset acquisitions, were primarily located in the Gulf Coast land region, and were funded with cash from operating activities.

Farmout Agreements

The Partnership has entered into farmout arrangements designed to reduce its working interest capital expenditures and thereby significantly lowering its capital spending other than for mineral and royalty interest acquisitions. Under these agreements, the Partnership conveyed its rights to participate in certain non-operated working interest opportunities to external

capital providers while retaining value from these interests in the form of additional royalty income or retained economic interests.

San Augustine Farmout

In May 2021, BSM and Aethon Energy ("Aethon") entered into an agreement to develop certain portions of the Partnership's undeveloped acreage in San Augustine County, Texas. The agreement provides for minimum well commitments by Aethon in exchange for reduced royalty rates and exclusive access to BSM's mineral and leasehold acreage in the contract area. The agreement calls for a minimum of five wells to be drilled in the initial program year, which began in the third quarter of 2021, 10 wells to be drilled in the second and third program years, and, thereafter, a minimum of 12 wells per year beginning with the fourth program year. The Partnership's development agreement with Aethon and related drilling commitments covering its San Augustine County acreage is independent of the development agreement and associated commitments covering Angelina County discussed below.

In May 2021, the Partnership entered into a farmout agreement (the "Canaan Farmout") with Canaan and in December 2021, the Partnership entered into a farmout agreement (the "Azul Farmout") with Azul-SA, LLC ("Azul"). In April 2022, the Partnership amended the Canaan Farmout and entered into a farmout agreement (the "JWM Farmout") with JWM Oil & Gas LLC ("JWM"). These agreements cover all of the Partnership's share of working interests under active development by Aethon in San Augustine County, Texas and continue for a 10 year period, unless earlier terminated in accordance with the terms of the agreements. Canaan, Azul, and JWM will each earn a percentage of the Partnership's working interest in wells drilled and operated by Aethon within the contract area subject to the agreements. Canaan, Azul, and JWM are obligated to fund the development of wells drilled by Aethon in the initial program year, and thereafter, have certain rights and options to continue funding the Partnership's working interest for the duration of each farmout agreement. The Partnership will receive an overriding royalty interest ("ORRI") before payout and an increased ORRI after payout on all wells drilled under the farmout agreements. As of March 31, 2024, 20 wells have been spud by Aethon in the contract area subject to the Canaan, Azul, and JWM Farmouts.

The following tables present the working interests each farmout partner will earn within the contract area under the San Augustine farmout agreements:

Brent Miller Area


Farmout Partner	% of Partnership's Working Interest		Maximum % on an 8/8ths basis
Canaan	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, BSM and Aethon entered into an agreement to develop certain portions of the Partnership's undeveloped acreage in Angelina County, Texas. The agreement provides for minimum well commitments by Aethon in exchange for reduced royalty rates and exclusive access to the Partnership's mineral and leasehold acreage in the contract area. The agreement calls for a minimum of four wells to be drilled in the initial program year, which began in the third quarter of 2020, 10 wells to be drilled in the second program year, and, beginning with the third program year, 15 wells per year beginning thereafter.

In November 2020, the Partnership entered into a farmout agreement (the "Pivotal Farmout") with Pivotal. The Pivotal Farmout covers the Partnership's share of working interest under active development by Aethon in Angelina County, Texas and continues until April 2028, unless earlier terminated in accordance to the terms of the agreement. Pivotal will earn 100% of the Partnership's working interest (ranging from approximately 12.5% to 25% on an 8/8ths basis) in wells drilled and operated by Aethon within the contract area subject to the agreement. Pivotal is obligated to fund the development of all wells drilled by Aethon in the initial program year and thereafter, Pivotal has certain rights and options to continue funding the Partnership's working interests for the duration of the Pivotal Farmout. Once Pivotal achieves a specified payout for a designated well group, the Partnership will obtain a majority of the original working interest in such well group. As of March 31, 2024, 45 wells have been spud by Aethon in the contract area subject to the Pivotal Farmout.

Aethon Time-Out

In December 2023, the Partnership received notice that Aethon was exercising the "time-out" provisions under its joint exploration agreements with BSM in Angelina and San Augustine counties in East Texas. When natural gas prices fall below specified thresholds, Aethon may elect to temporarily suspend its drilling obligations for up to nine consecutive months and a maximum of 18 total months in any 48-month period. The current program year under each agreement is paused during the suspension period such that the program year may extend beyond 12 calendar months. Aethon has not previously invoked the time-out provisions under the agreements.

Impairment of Oil and Natural Gas Properties

Proved and unproved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of those properties. When assessing producing properties for impairment, the Partnership compares the expected undiscounted projected future cash flows of the producing properties to the carrying amount of the producing properties to determine recoverability. When the carrying amount exceeds its estimated undiscounted future cash flows, the carrying amount is written down to its fair value, which is measured as the present value of the projected future cash flows of such properties.

The Partnership did not recognize any impairment of oil and natural gas properties for the three months ended March 31, 2024 and 2023. See "Note 5 - Fair Value Measurements" for additional information.

BUSINESS AND BASIS OF PRESENTATION - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 state segment
Limited Partners Capital Account [Line Items]
Cost basis, ownership percentage	20.00%
Number of operating segments	1
Number of reportable segments	1
U.S.
Limited Partners Capital Account [Line Items]
Number of states major onshore oil and natural gas basins located \| state	41

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Distribution On April 17, 2024, the Board approved a distribution for the three months ended March 31, 2024 of $0.375 per common unit. Distributions will be payable on May 17, 2024 to unitholders of record at the close of business on May 10, 2024. Acquisitions Subsequent to March 31, 2024, the Partnership acquired mineral and royalty interests from various sellers for cash consideration of $12.3 million. These acquisitions were funded with cash from operating activities.

CREDIT FACILITY (Details) $ in Millions	1 Months Ended	3 Months Ended
CREDIT FACILITY (Details) $ in Millions	Dec. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) lender	Oct. 31, 2023 USD ($)	Oct. 30, 2023 USD ($)	Apr. 30, 2023 USD ($)
Line Of Credit Facility [Line Items]
Number of lenders \| lender		0.667
Percentage current borrowing base		5.00%
Current ratio		1.0
Senior Line of Credit \| Revolving Credit Facility
Line Of Credit Facility [Line Items]
Maximum borrowing capacity		$ 1,000.0
Right to request a redetermination, acquisition of properties in excess of value of borrowing base (percent)		10.00%
Borrowing base			$ 580.0		$ 550.0
Increase limit				$ 375.0	$ 375.0
Weighted average interest rate (percent)	7.36%	7.92%
Interest payable, term		90 days
Percentage of availability of lenders' commitments, distributions not permitted		10.00%
Ratio of total debt to EBITDAX, distributions not permitted		3.0
Unused portion of current borrowing base	$ 375.0	$ 375.0
Senior Line of Credit \| Revolving Credit Facility \| Federal Funds Effective Rate
Line Of Credit Facility [Line Items]
Interest rate (percent)		0.50%
Senior Line of Credit \| Revolving Credit Facility \| Adjusted Term SOFR
Line Of Credit Facility [Line Items]
Interest rate (percent)		0.10%
Senior Line of Credit \| Revolving Credit Facility \| Adjusted Term Secured Overnight Funds Rate
Line Of Credit Facility [Line Items]
Interest rate (percent)		1.00%
Senior Line of Credit \| Revolving Credit Facility \| Borrowing Base Utilization Percentage Less Than 50%
Line Of Credit Facility [Line Items]
Commitment fee payable rate (percent)		0.375%
Senior Line of Credit \| Revolving Credit Facility \| Borrowing Base Utilization Percentage Equal to or Greater Than 50%
Line Of Credit Facility [Line Items]
Commitment fee payable rate (percent)		0.50%
Senior Line of Credit \| Revolving Credit Facility \| Minimum
Line Of Credit Facility [Line Items]
Interest payable, term		90 days
Current ratio		1.0
Senior Line of Credit \| Revolving Credit Facility \| Minimum \| Prime Rate Plus Margin Rate
Line Of Credit Facility [Line Items]
Interest rate (percent)	1.50%	1.50%
Senior Line of Credit \| Revolving Credit Facility \| Minimum \| Secured Overnight Financing Rate (SOFR)
Line Of Credit Facility [Line Items]
Interest rate (percent)	2.50%	2.50%
Senior Line of Credit \| Revolving Credit Facility \| Maximum
Line Of Credit Facility [Line Items]
Ratio of total debt to EBITDAX		3.5
Senior Line of Credit \| Revolving Credit Facility \| Maximum \| Prime Rate Plus Margin Rate
Line Of Credit Facility [Line Items]
Interest rate (percent)	2.50%	2.50%
Senior Line of Credit \| Revolving Credit Facility \| Maximum \| Secured Overnight Financing Rate (SOFR)
Line Of Credit Facility [Line Items]
Interest rate (percent)	3.50%	3.50%

INCENTIVE COMPENSATION - Summary of Incentive Compensation Expense (Details) $ / shares in Units, MMBoe in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) commonUnit MMBoe $ / shares shares	Mar. 31, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 0
Number of common units receivable \| commonUnit	1
Mboe per day \| MMBoe	42
Current ratio	1.0
Common units \| November 2018 Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Treasury stock, acquired (in shares) \| shares	286,761
Treasury stock, acquired (in USD per share) \| $ / shares	$ 15.28
Performance Cash Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 5,600
Performance Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 14,700
Grant of stock units (in shares) \| shares	1,220,201
Weighted-average grant date fair value (in USD per share) \| $ / shares	$ 12.03
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash—short and long-term incentive plans	$ 1,260	$ 1,079
Incentive compensation expense	3,643	3,197
General and administrative expenses \| Equity-based compensation—restricted common units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	996	954
General and administrative expenses \| Equity-based compensation—restricted performance units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	738	633
General and administrative expenses \| Common units \| Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive compensation expense	$ 649	$ 531

OIL AND NATURAL GAS PROPERTIES - Ownership Interest (Details)	1 Months Ended
	May 31, 2021
Partitioned Acreage From XTO
Asset Acquisition [Line Items]
% of Partnership's Working Interest	100.00%
Maximum % on an 8/8ths basis	50.00%
Other
Asset Acquisition [Line Items]
% of Partnership's Working Interest	100.00%
Maximum % on an 8/8ths basis	25.00%
Canaan \| San Augustine County, Texas \| Partitioned Acreage From XTO \| Farmout Agreement
Asset Acquisition [Line Items]
% of Partnership's Working Interest	64.00%
Canaan \| San Augustine County, Texas \| Partitioned Acreage From XTO \| Farmout Agreement \| Maximum
Asset Acquisition [Line Items]
Maximum % on an 8/8ths basis	32.00%
Canaan \| San Augustine County, Texas \| Other \| Farmout Agreement
Asset Acquisition [Line Items]
% of Partnership's Working Interest	40.00%
Maximum % on an 8/8ths basis	10.00%
Azul \| San Augustine County, Texas \| Partitioned Acreage From XTO \| Farmout Agreement
Asset Acquisition [Line Items]
% of Partnership's Working Interest	20.00%
Azul \| San Augustine County, Texas \| Partitioned Acreage From XTO \| Farmout Agreement \| Maximum
Asset Acquisition [Line Items]
Maximum % on an 8/8ths basis	10.00%
Azul \| San Augustine County, Texas \| Other \| Farmout Agreement
Asset Acquisition [Line Items]
% of Partnership's Working Interest	50.00%
Azul \| San Augustine County, Texas \| Other \| Farmout Agreement \| Maximum
Asset Acquisition [Line Items]
Maximum % on an 8/8ths basis	12.50%
JWM \| San Augustine County, Texas \| Partitioned Acreage From XTO \| Farmout Agreement
Asset Acquisition [Line Items]
% of Partnership's Working Interest	16.00%
JWM \| San Augustine County, Texas \| Partitioned Acreage From XTO \| Farmout Agreement \| Maximum
Asset Acquisition [Line Items]
Maximum % on an 8/8ths basis	8.00%
JWM \| San Augustine County, Texas \| Other \| Farmout Agreement
Asset Acquisition [Line Items]
% of Partnership's Working Interest	10.00%
JWM \| San Augustine County, Texas \| Other \| Farmout Agreement \| Maximum
Asset Acquisition [Line Items]
Maximum % on an 8/8ths basis	2.50%

EARNINGS PER UNIT (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Common and Subordinated Unit

The following table sets forth the computation of basic and diluted earnings per common unit:


	Three Months Ended March 31,
	2024		2023

	(in thousands, except per unit amounts)
NET INCOME (LOSS)	$	63,927	$	134,443

Distributions on Series B cumulative convertible preferred units	(7,367)		(5,250)
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	$	56,560	$	129,193
ALLOCATION OF NET INCOME (LOSS):
General partner interest	$	—	$	—
Common units	56,560		129,193
	$	56,560	$	129,193
NUMERATOR:
Numerator for basic EPU - Net income (loss) attributable to common unitholders	$	56,560	$	129,193
Effect of dilutive securities	—		5,250
Numerator for diluted EPU - net income (loss) attributable to common unitholders after the effect of dilutive securities	$	56,560	$	134,443
DENOMINATOR:
Denominator for basic EPU - weighted average common units outstanding (basic)	210,654		209,941
Effect of dilutive securities	—		14,969
Denominator for diluted EPU - weighted average number of common units outstanding after the effect of dilutive securities	210,654		224,910
NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT:
Per common unit (basic)	$	0.27	$	0.62
Per common unit (diluted)	$	0.27	$	0.60

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following units of potentially dilutive securities were excluded from the computation of diluted weighted average units outstanding because their inclusion would be anti-dilutive:


	Three Months Ended March 31,
	2024	2023

	(in thousands)
Potentially dilutive securities (common units):
Series B cumulative convertible preferred units on an as-converted basis	15,072	—

PREFERRED UNITS (Details) $ / shares in Units, $ in Thousands	Nov. 28, 2023	Nov. 28, 2017 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Class of Stock [Line Items]
Redemption maximum		$ 100,000
Redemption price (in USD per share) \| $ / shares		$ 20.39
Period of redemption restriction		90 days
Series B Cumulative Convertible Preferred Units
Class of Stock [Line Items]
Shares, price per share (in dollars per share) \| $ / shares		$ 20.39
Proceeds from issuance of convertible preferred stock		$ 300,000
Preferred units distribution rate	9.80%	7.00%
Preferred stock, dividend distribution terms, period of readjustment	2 years
Distribution rate	2.00%
Preferred unit conversion ratio		1
Minimum underlying value for conversion trigger		$ 10,000
Preferred units, outstanding value			$ 300,478	$ 299,137
Accrued distributions			$ 7,400	$ 6,000
Series B Cumulative Convertible Preferred Units \| US Treasury (UST) Interest Rate
Class of Stock [Line Items]
Basis spread on variable rate	5.50%
Series B Cumulative Convertible Preferred Units \| Noble Acquisition
Class of Stock [Line Items]
Number of shares issued (in shares) \| shares		14,711,219

PREFERRED UNITS	3 Months Ended
PREFERRED UNITS	Mar. 31, 2024
Equity [Abstract]
PREFERRED UNITS	PREFERRED UNITS Series B Cumulative Convertible Preferred Units On November 28, 2017, the Partnership issued and sold in a private placement 14,711,219 Series B cumulative convertible preferred units representing limited partner interests in the Partnership for a cash purchase price of $20.39 per Series B cumulative convertible preferred unit, resulting in total proceeds of approximately $300.0 million. The Series B cumulative convertible preferred units were initially entitled to quarterly distributions in an amount equal to 7.0% of the face amount of the preferred units per annum (the "Distribution Rate"). On November 28, 2023, the Distribution Rate was adjusted to 9.8% and will be readjusted every two years thereafter (each, a "Readjustment Date"). The rate set on each Readjustment Date is equal to the greater of (i) the distribution rate in effect immediately prior to the relevant Readjustment Date and (ii) the 10-year Treasury Rate as of such Readjustment Date plus 5.5% per annum; provided, however, that for any quarter in which quarterly distributions are accrued but unpaid, the then-distribution rate shall be increased by 2.0% per annum for such quarter. The Partnership cannot pay any distributions on any junior securities, including common units, prior to paying the quarterly distribution payable to the preferred units, including any previously accrued and unpaid distributions. The Series B cumulative convertible preferred units may be converted by each holder at its option, in whole or in part, into common units on a one-for-one basis at the purchase price of $20.39, adjusted to give effect to any accrued but unpaid accumulated distributions on the applicable Series B cumulative convertible preferred units through the most recent declaration date. However, the Partnership shall not be obligated to honor any request for such conversion if such request does not involve an underlying value of common units of at least $10.0 million based on the closing trading price of common units on the trading day immediately preceding the conversion notice date, or such lesser amount to the extent such exercise covers all of a holder's Series B cumulative convertible preferred units. The Partnership has the option to redeem all or a portion (equal to or greater than $100 million) of the Series B cumulative convertible preferred units for a 90 day period beginning on each Readjustment Date at a redemption price of $20.39 per Series B cumulative convertible preferred unit, which is equal to par value. The Series B cumulative convertible preferred units had a carrying value of $300.5 million, including accrued distributions of $7.4 million, as of March 31, 2024 and a carrying value of $299.1 million, including accrued distributions of $6.0 million, as of December 31, 2023. The Series B cumulative convertible preferred units are classified as mezzanine equity on the consolidated balance sheets since certain provisions of redemption are outside the control of the Partnership.

COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS - Changes in Fair Value of Company's Commodity Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivatives not designated as hedging instruments
Gain (loss) on commodity derivative instruments	$ (11,290)	$ 52,271
Net cash paid (received) on settlements of derivative instruments	(13,797)	(13,285)
Derivatives not designated as hedging instruments
Derivatives not designated as hedging instruments
Beginning fair value of commodity derivative instruments	37,335	28,941
Net change in fair value of commodity derivative instruments	(25,087)	38,986
Ending fair value of commodity derivative instruments	12,248	67,927
Derivatives not designated as hedging instruments \| Oil Swap Contracts:
Derivatives not designated as hedging instruments
Gain (loss) on commodity derivative instruments	(23,230)	7,422
Net cash paid (received) on settlements of derivative instruments	(121)	1,400
Derivatives not designated as hedging instruments \| Natural gas and natural gas liquids sales
Derivatives not designated as hedging instruments
Gain (loss) on commodity derivative instruments	11,940	44,849
Net cash paid (received) on settlements of derivative instruments	$ (13,676)	$ (14,685)

COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Fair Value and Classification of Derivative Instruments


		March 31, 2024
Classification	Balance Sheet Location	Gross Fair Value		Effect of Counterparty Netting		Net Carrying Value on Balance Sheet

		(in thousands)
Assets:
Current asset	Commodity derivative assets	$	36,665	$	(5,924)	$	30,741
Long-term asset	Deferred charges and other long-term assets	512		(365)		147
Total assets		$	37,177	$	(6,289)	$	30,888
Liabilities:
Current liability	Commodity derivative liabilities	$	18,706	$	(5,924)	$	12,782
Long-term liability	Commodity derivative liabilities	6,223		(365)		5,858
Total liabilities		$	24,929	$	(6,289)	$	18,640


		December 31, 2023
Classification	Balance Sheet Location	Gross Fair Value		Effect of Counterparty Netting		Net Carrying Value on Balance Sheet

		(in thousands)
Assets:
Current asset	Commodity derivative assets	$	41,485	$	(3,212)	$	38,273
Long-term asset	Deferred charges and other long-term assets	498		(126)		372
Total assets		$	41,983	$	(3,338)	$	38,645
Liabilities:
Current liability	Commodity derivative liabilities	$	4,441	$	(3,212)	$	1,229
Long-term liability	Commodity derivative liabilities	207		(126)		81
Total liabilities		$	4,648	$	(3,338)	$	1,310

Changes in Fair Value of Company's Commodity Derivative Instruments


	Three Months Ended March 31,
Derivatives not designated as hedging instruments	2024		2023
	(in thousands)
Beginning fair value of commodity derivative instruments	$	37,335	$	28,941
Gain (loss) on oil derivative instruments	(23,230)		7,422
Gain (loss) on natural gas derivative instruments	11,940		44,849
Net cash paid (received) on settlements of oil derivative instruments	(121)		1,400
Net cash paid (received) on settlements of natural gas derivative instruments	(13,676)		(14,685)
Net change in fair value of commodity derivative instruments	(25,087)		38,986
Ending fair value of commodity derivative instruments	$	12,248	$	67,927

Summary of Open Derivative Contracts

The Partnership had the following open derivative contracts for oil as of March 31, 2024:


		Weighted Average Price (Per Bbl)		Range (Per Bbl)
Period and Type of Contract	Volume (Bbl)			Low		High
Oil Swap Contracts:
2024
First Quarter	190,000	$	71.45	$	67.00	$	81.00
Second Quarter	570,000	71.45		67.00		81.00
Third Quarter	570,000	71.45		67.00		81.00
Fourth Quarter	570,000	71.45		67.00		81.00
2025
First Quarter	555,000	$	71.22	$	70.02	$	73.15
Second Quarter	555,000	71.22		70.02		73.15
Third Quarter	555,000	71.22		70.02		73.15
Fourth Quarter	555,000	71.22		70.02		73.15

The Partnership had the following open derivative contracts for natural gas as of March 31, 2024:


		Weighted Average Price (Per MMBtu)		Range (Per MMBtu)
Period and Type of Contract	Volume (MMBtu)			Low		High
Natural Gas Swap Contracts:
2024

Second Quarter	10,465,000	$	3.55	$	3.00	$	3.76
Third Quarter	10,580,000	3.55		3.00		3.76
Fourth Quarter	10,580,000	3.55		3.00		3.76
2025
First Quarter	7,200,000	$	3.39	$	3.34	$	3.65
Second Quarter	7,280,000	3.39		3.34		3.65
Third Quarter	11,040,000	3.45		3.34		3.65
Fourth Quarter	11,040,000	3.45		3.34		3.65

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

EARNINGS PER UNIT - Potentially Dilutive Securities Excluded from the Computation of Diluted Weighted Average Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Series B cumulative convertible preferred units on an as-converted basis \| Common units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Units issuable upon conversion of preferred units excluded from the calculation of diluted EPU (in shares)	15,072	0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Significant accounting policies are disclosed in the Partnership’s 2023 Annual Report on Form 10-K. There have been no changes in such policies or the application of such policies during the three months ended March 31, 2024.

Accounts Receivable

The following table presents information about the Partnership's accounts receivable:


	March 31, 2024		December 31, 2023

	(in thousands)
Accounts receivable:
Revenues from contracts with customers	$	68,312	$	77,560
Other	4,116		4,693
Total accounts receivable	$	72,428	$	82,253

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments provide new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Partnership does not plan to early adopt and expects the new guidance will not have a material impact on the Partnership's consolidated financial statements and related disclosures.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 63,927	$ 134,443
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization	11,639	11,147
Accretion of asset retirement obligations	317	245
Amortization of deferred charges	268	255
(Gain) loss on commodity derivative instruments	11,290	(52,271)
Net cash (paid) received on settlement of commodity derivative instruments	13,797	13,285
Equity-based compensation	2,383	2,118
Changes in operating assets and liabilities:
Accounts receivable	9,851	41,588
Prepaid expenses and other current assets	(220)	(182)
Accounts payable, accrued liabilities, and other	(8,510)	(13,333)
Settlement of asset retirement obligations	(282)	(140)
NET CASH PROVIDED BY OPERATING ACTIVITIES	104,460	137,155
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of oil and natural gas properties	(22,966)	0
Additions to oil and natural gas properties	(285)	(1,932)
Additions to oil and natural gas properties leasehold costs	(753)	0
Purchases of other property and equipment	(39)	(22)
Proceeds from the sale of oil and natural gas properties	79	0
NET CASH USED IN INVESTING ACTIVITIES	(23,964)	(1,954)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit facility	6,000	50,000
Repayments under credit facility	(6,000)	(60,000)
Debt issuance costs and other	(16)	(12)
NET CASH USED IN FINANCING ACTIVITIES	(110,322)	(120,358)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(29,826)	14,843
CASH AND CASH EQUIVALENTS – beginning of the period	70,282	4,307
CASH AND CASH EQUIVALENTS – end of the period	40,456	19,150
SUPPLEMENTAL DISCLOSURE
Interest paid	361	588
Common units
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to unitholders	(99,899)	(99,600)
Repurchases of common units	(4,381)	(5,496)
Preferred Units
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to unitholders	$ (6,026)	$ (5,250)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Partnership’s assets and liabilities measured at fair value on a recurring basis:


	Fair Value Measurements Using						Effect of Counterparty Netting		Total
	Level 1		Level 2		Level 3

	(in thousands)
As of March 31, 2024
Financial Assets
Commodity derivative instruments	$	—	$	37,177	$	—	$	(6,289)	$	30,888
Financial Liabilities
Commodity derivative instruments	$	—	$	24,929	$	—	$	(6,289)	$	18,640
As of December 31, 2023
Financial Assets
Commodity derivative instruments	$	—	$	41,983	$	—	$	(3,338)	$	38,645
Financial Liabilities
Commodity derivative instruments	$	—	$	4,648	$	—	$	(3,338)	$	1,310

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common units	Partners' equity	Series B cumulative convertible preferred units on an as-converted basis Partners' equity
Beginning balance (in shares) at Dec. 31, 2022		209,407
Beginning balance at Dec. 31, 2022			$ 911,451
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchases of common units (in shares)		(358)
Repurchases of common units			(5,496)
Restricted units granted, net of forfeitures (in shares)		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
Ending balance (in shares) at Mar. 31, 2023		209,963
Ending balance at Mar. 31, 2023			939,867
Beginning balance (in shares) at Dec. 31, 2023		209,991
Beginning balance at Dec. 31, 2023	$ 918,208		918,208
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchases of common units (in shares)		(287)
Repurchases of common units			(4,381)
Restricted units granted, net of forfeitures (in shares)		952
Equity–based compensation			5,431
Distributions			(99,899)
Charges to partners' equity for accrued distribution equivalent rights			(595)
Distributions on Series B cumulative convertible preferred units				$ (7,367)
Net income (loss)			63,927
Ending balance (in shares) at Mar. 31, 2024		210,656
Ending balance at Mar. 31, 2024	$ 875,324		$ 875,324

COMMON UNITS - Narrative (Details) - USD ($) $ in Millions	Nov. 28, 2023	Nov. 28, 2017	Mar. 31, 2024	Oct. 30, 2023	Oct. 29, 2023
2023 Unit Repurchase Plan
Class of Stock [Line Items]
Stock repurchase program, authorized amount				$ 150.0
2018 Unit Repurchase Plan
Class of Stock [Line Items]
Stock repurchase program, authorized amount					$ 75.0
Series B Cumulative Convertible Preferred Units
Class of Stock [Line Items]
Preferred units minimum voting rights rate (percent)			15.00%
Preferred units distribution rate	9.80%	7.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Fair value is defined as the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in an orderly transaction between market participants at the measurement date. Further, ASC 820, Fair Value Measurement, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and includes certain disclosure requirements. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk.

ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2—Quoted prices for similar assets or liabilities in non-active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3—Inputs that are unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value).

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers into, or out of, the three levels of fair value hierarchy for the three months ended March 31, 2024 and 2023.

The carrying value of the Partnership's cash and cash equivalents, receivables, and payables approximate fair value due to the short-term nature of the instruments. The estimated carrying value of all debt as of March 31, 2024 and December 31, 2023 approximated the fair value due to variable market rates of interest. These debt fair values, which are Level 3 measurements, were estimated based on the Partnership’s incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair values of the Partnership’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Partnership estimated the fair value of commodity derivative financial instruments using the market approach via a model that uses inputs that are observable in the market or can be derived from, or corroborated by, observable data. See "Note 4 - Commodity Derivative Financial Instruments" for additional information.

The following table presents information about the Partnership’s assets and liabilities measured at fair value on a recurring basis:


	Fair Value Measurements Using						Effect of Counterparty Netting		Total
	Level 1		Level 2		Level 3

	(in thousands)
As of March 31, 2024
Financial Assets
Commodity derivative instruments	$	—	$	37,177	$	—	$	(6,289)	$	30,888
Financial Liabilities
Commodity derivative instruments	$	—	$	24,929	$	—	$	(6,289)	$	18,640
As of December 31, 2023
Financial Assets
Commodity derivative instruments	$	—	$	41,983	$	—	$	(3,338)	$	38,645
Financial Liabilities
Commodity derivative instruments	$	—	$	4,648	$	—	$	(3,338)	$	1,310

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Nonfinancial assets and liabilities measured at fair value on a non-recurring basis include certain nonfinancial assets and liabilities as may be acquired in a business combination and measurements of oil and natural gas property values for assessment of impairment.

The determination of the fair values of proved and unproved properties acquired in business combinations are estimated by discounting projected future cash flows. The factors used to determine fair value include estimates of economic reserves, future operating and development costs, future commodity prices, timing of future production, and a risk-adjusted discount rate. The Partnership has designated these measurements as Level 3. The Partnership had no business combinations for the three months ended March 31, 2024 or the year ended December 31, 2023. See "Note 3 - Oil and Natural Gas Properties".

Oil and natural gas properties are measured at fair value on a non-recurring basis using the income approach when assessing for impairment. Proved and unproved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of those properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, operating costs, future capital expenditures, and a risk-adjusted discount rate.

The Partnership’s estimates of fair value are determined at discrete points in time based on relevant market data. These estimates involve uncertainty, and cannot be determined with precision. There were no significant changes in valuation techniques or related inputs as of March 31, 2024 or December 31, 2023. There were no assets measured at fair value on a non-recurring basis for the three months ended March 31, 2024 or the year ended December 31, 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

EARNINGS PER UNIT

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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.

The following table sets forth the computation of basic and diluted earnings per common unit:


	Three Months Ended March 31,
	2024		2023

	(in thousands, except per unit amounts)
NET INCOME (LOSS)	$	63,927	$	134,443

Distributions on Series B cumulative convertible preferred units	(7,367)		(5,250)
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	$	56,560	$	129,193
ALLOCATION OF NET INCOME (LOSS):
General partner interest	$	—	$	—
Common units	56,560		129,193
	$	56,560	$	129,193
NUMERATOR:
Numerator for basic EPU - Net income (loss) attributable to common unitholders	$	56,560	$	129,193
Effect of dilutive securities	—		5,250
Numerator for diluted EPU - net income (loss) attributable to common unitholders after the effect of dilutive securities	$	56,560	$	134,443
DENOMINATOR:
Denominator for basic EPU - weighted average common units outstanding (basic)	210,654		209,941
Effect of dilutive securities	—		14,969
Denominator for diluted EPU - weighted average number of common units outstanding after the effect of dilutive securities	210,654		224,910
NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT:
Per common unit (basic)	$	0.27	$	0.62
Per common unit (diluted)	$	0.27	$	0.60

The following units of potentially dilutive securities were excluded from the computation of diluted weighted average units outstanding because their inclusion would be anti-dilutive:


	Three Months Ended March 31,
	2024	2023

	(in thousands)
Potentially dilutive securities (common units):
Series B cumulative convertible preferred units on an as-converted basis	15,072	—

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 17, 2024	May 07, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Unproved Oil And Gas Properties
Subsequent Event [Line Items]
Total consideration					$ 14.6
Common units
Subsequent Event [Line Items]
Quarterly cash distribution declared (in dollars per share)			$ 0.4750	$ 0.4750
Subsequent Event \| Unproved Oil And Gas Properties
Subsequent Event [Line Items]
Total consideration		$ 12.3
Subsequent Event \| Common units
Subsequent Event [Line Items]
Quarterly cash distribution declared (in dollars per share)	$ 0.375

COMMON UNITS (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Distributions Made to Limited Partner, by Distribution

The following table provides information about the Partnership's per unit distributions to common unitholders:


	Three Months Ended March 31,
	2024		2023
Distributions declared and paid per common unit	$	0.4750	$	0.4750

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Accounts Receivable

The following table presents information about the Partnership's accounts receivable:


	March 31, 2024		December 31, 2023

	(in thousands)
Accounts receivable:
Revenues from contracts with customers	$	68,312	$	77,560
Other	4,116		4,693
Total accounts receivable	$	72,428	$	82,253

COMMON UNITS - Per Share Distributions to Common and Subordinated Unitholders (Details) - Common units - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class of Stock [Line Items]
Distributions paid per common unit (in dollars per share)	$ 0.4750	$ 0.4750
Distributions declared per common unit (in dollars per share)	$ 0.4750	$ 0.4750

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

COMMON UNITS

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

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, L.P. prior to the IPO, their transferees, persons who acquired such units with the prior approval of the Board, holders of Series B cumulative convertible preferred units in connection with any vote, consent or approval of the Series B cumulative convertible preferred units as a separate class, and persons who own 15% or more of any class as a result of any redemption or purchase of any other person's units or similar action by the Partnership or any conversion of the Series B cumulative convertible preferred units at the Partnership's option or in connection with a change of control, may not vote on any matter.

The partnership agreement generally provides that beginning on November 28, 2023 any distributions are paid each quarter in the following manner:

• first, to the holders of the Series B cumulative convertible preferred units in an amount equal to 9.8% of the face amount of the preferred units per annum, subject to readjustment on each Readjustment Date; and

• second, to the holders of common units.

The following table provides information about the Partnership's per unit distributions to common unitholders:


	Three Months Ended March 31,
	2024		2023
Distributions declared and paid per common unit	$	0.4750	$	0.4750

Common Unit Repurchase Program

On October 30, 2023, the Board authorized a $150.0 million unit repurchase program, terminating its existing $75.0 million program authorized in 2018. The unit repurchase program authorizes the Partnership to make repurchases on a discretionary basis as determined by management, subject to market condition, applicable legal requirements, available liquidity, and other appropriate factors. The Partnership made no repurchases under this program for the three months ended March 31, 2024. The program is funded from the Partnership’s cash on hand or through borrowings under the credit facility. Any repurchased units are canceled.

COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Value and Classification of Derivative Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Derivatives Fair Value [Line Items]
Gross fair value, assets	$ 37,177	$ 41,983
Effect of counterparty netting, assets	(6,289)	(3,338)
Total net carrying value on balance sheet, assets	30,888	38,645
Gross fair value, liabilities	24,929	4,648
Effect of counterparty netting, liabilities	(6,289)	(3,338)
Total net carrying value on balance sheet, liabilities	18,640	1,310
Commodity derivative assets
Derivatives Fair Value [Line Items]
Gross fair value, assets	36,665	41,485
Effect of counterparty netting, assets	(5,924)	(3,212)
Total net carrying value on balance sheet, assets	30,741	38,273
Deferred charges and other long-term assets
Derivatives Fair Value [Line Items]
Gross fair value, assets	512	498
Effect of counterparty netting, assets	(365)	(126)
Total net carrying value on balance sheet, assets	147	372
Commodity derivative liabilities
Derivatives Fair Value [Line Items]
Gross fair value, liabilities	18,706	4,441
Effect of counterparty netting, liabilities	(5,924)	(3,212)
Total net carrying value on balance sheet, liabilities	12,782	1,229
Commodity derivative liabilities
Derivatives Fair Value [Line Items]
Gross fair value, liabilities	6,223	207
Effect of counterparty netting, liabilities	(365)	(126)
Total net carrying value on balance sheet, liabilities	$ 5,858	$ 81

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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. The Partnership does not consider the potential remediation costs that could result from issues identified in any environmental site assessments to be significant to the unaudited interim consolidated financial statements, and no provision for potential remediation costs has been recorded. Litigation 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 March 31, 2024 will be resolved without material adverse effect on the Partnership’s financial condition or operations.

COVER - shares	3 Months Ended
COVER - shares	Mar. 31, 2024	May 03, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-37362
Entity Registrant Name	Black Stone Minerals, L.P.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-1846692
Entity Address, Address Line One	1001 Fannin Street, Suite 2020
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	(713)
Local Phone Number	445-3200
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Trading Symbol	BSM
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller reporting company	false
Emerging growth company	false
Entity shell company	false
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001621434
Current Fiscal Year End Date	--12-31
Common units
Entity Information [Line Items]
Entity Partnership Units Outstanding (in shares)		210,702,620
Preferred Units
Entity Information [Line Items]
Entity Partnership Units Outstanding (in shares)		14,711,219

COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Open Derivative Contracts for Oil and Natural Gas (Details) - Derivatives not designated as hedging instruments - Swap - Swaps Contract bbl in Thousands, MMBTU in Thousands	3 Months Ended
	Mar. 31, 2024 MMBTU $ / bbl $ / MMBTU bbl
Oil Swap Contracts: \| First Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	190
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.45
Derivative contract, price range low (in USD per Bbl or MMBtu)	67.00
Derivative contract, price range high (in USD per Bbl or MMBtu)	81.00
Oil Swap Contracts: \| Second Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	570
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.45
Derivative contract, price range low (in USD per Bbl or MMBtu)	67.00
Derivative contract, price range high (in USD per Bbl or MMBtu)	81.00
Oil Swap Contracts: \| Third Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	570
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.45
Derivative contract, price range low (in USD per Bbl or MMBtu)	67.00
Derivative contract, price range high (in USD per Bbl or MMBtu)	81.00
Oil Swap Contracts: \| Fourth Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	570
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.45
Derivative contract, price range low (in USD per Bbl or MMBtu)	67.00
Derivative contract, price range high (in USD per Bbl or MMBtu)	81.00
Oil Swap Contracts: \| First Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	555
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.22
Derivative contract, price range low (in USD per Bbl or MMBtu)	70.02
Derivative contract, price range high (in USD per Bbl or MMBtu)	73.15
Oil Swap Contracts: \| Second Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	555
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.22
Derivative contract, price range low (in USD per Bbl or MMBtu)	70.02
Derivative contract, price range high (in USD per Bbl or MMBtu)	73.15
Oil Swap Contracts: \| Third Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	555
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.22
Derivative contract, price range low (in USD per Bbl or MMBtu)	70.02
Derivative contract, price range high (in USD per Bbl or MMBtu)	73.15
Oil Swap Contracts: \| Fourth Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in Bbl) \| bbl	555
Derivative contract, weighted average price (in USD per Bbl or MMBtu)	71.22
Derivative contract, price range low (in USD per Bbl or MMBtu)	70.02
Derivative contract, price range high (in USD per Bbl or MMBtu)	73.15
Natural gas and natural gas liquids sales \| Second Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	10,465
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.55
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.00
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.76
Natural gas and natural gas liquids sales \| Third Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	10,580
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.55
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.00
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.76
Natural gas and natural gas liquids sales \| Fourth Quarter 2024
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	10,580
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.55
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.00
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.76
Natural gas and natural gas liquids sales \| First Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	7,200
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.39
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.34
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.65
Natural gas and natural gas liquids sales \| Second Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	7,280
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.39
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.34
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.65
Natural gas and natural gas liquids sales \| Third Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	11,040
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.45
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.34
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.65
Natural gas and natural gas liquids sales \| Fourth Quarter 2025
Derivative [Line Items]
Derivative contract, volume (in MMBtu) \| MMBTU	11,040
Derivative contract, weighted average price (in USD per Bbl or MMBtu) \| $ / MMBTU	3.45
Derivative contract, price range low (in USD per Bbl or MMBtu) \| $ / MMBTU	3.34
Derivative contract, price range high (in USD per Bbl or MMBtu) \| $ / MMBTU	3.65