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| PART I |
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| Item 1. Business | 12 |
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| Item 1A. Risk Factors | 33 |
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| Item 1B. Unresolved Staff Comments | 65 |
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| Item 1C. Cybersecurity | 65 |
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| Item 2. Properties | 67 |
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| Item 3. Legal Proceedings | 67 |
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| Item 4. Mine Safety Disclosures | 67 |
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| PART II |
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| Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities | 68 |
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| Item 6. [Reserved] | 71 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 71 |
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| Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 85 |
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| Item 8. Financial Statements and Supplementary Data | 89 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 89 |
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| Item 9A. Controls and Procedures | 90 |
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| Item 9B. Other Information | 93 |
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| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 93 |
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| PART III |
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| Item 10. Directors, Executive Officers and Corporate Governance | 93 |
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| Item 11. Executive Compensation and Other Information | 97 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters | 107 |
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| Item 13. Certain Relationships and Related Party Transactions, and Director Independence | 111 |
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| Item 14. Principal Accounting Fees and Services | 116 |
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| PART IV |
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| Item 15. Exhibits, Financial Statement Schedules | 116 |
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| Signatures | 120 |
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i
GLOSSARY OF TERMS
The following are definitions of certain terms used in this Annual Report on Form 10-K (“Annual Report”).
Basin. A large depression on the earth’s surface in which sediments accumulate.
Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume.
Boe. Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil at the pressure and temperature base standard of each respective state in which the gas is produced.
Boe/d. Boe per day.
British Thermal Unit (Btu). The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
Completion. The process of treating a drilling well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
Condensate. Liquid hydrocarbons associated with the production of a primarily natural gas reserve.
Crude oil. Liquid hydrocarbons retrieved from geological structures underground to be refined into fuel sources.
Deterministic method. The method of estimating reserves or resources under which a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.
Developed acreage. The number of acres that are allocated or assignable to productive wells or wells capable of production.
Development costs. Capital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves divided by proved reserve additions and revisions to proved reserves.
Development well. A well drilled within the proved area of an oil and natural gas reservoir to the depth of a stratigraphic horizon known to be productive.
Differential. An adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.
DUCs. Drilled but uncompleted wells.
Dry hole or dry well. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
Economically producible. A resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation.
Electrical log. Provide information on porosity, hydraulic conductivity and fluid content of formations drilled in fluid-filled boreholes.
Exploration. A drilling or other project which may target proven or unproven reserves (such as probable or possible reserves).
Extension well. A well drilled to extend the limits of a known reservoir.
Field. An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.
Formation. A layer of rock which has distinct characteristics that differs from nearby rock.
Fracturing. The process of creating and preserving a fracture or system of fractures in a reservoir rock typically by injecting a fluid under pressure through a wellbore and into the targeted formation.
Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.
Horizontal drilling. A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.
Hydraulic fracturing. A process used to stimulate production of hydrocarbons. The process involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production.
Lease bonus. Usually a one-time payment made to a mineral owner as consideration for the execution of an oil and natural gas lease.
Lease operating expense. All direct and allocated indirect costs of lifting hydrocarbons from a producing formation to the surface constituting part of the current operating expenses of a working interest. Such costs include labor, superintendence, supplies, repairs, maintenance, allocated overhead charges, workover, insurance and other expenses incidental to production, but exclude lease acquisition or drilling or completion expenses.
MBbl/d. MBbl per day.
MBbls. One thousand barrels of oil or other liquid hydrocarbons.
MBoe. One thousand barrels of oil equivalent, determined using a ratio of six Mcf of natural gas to one Bbl of oil.
Mcf. One thousand cubic feet of natural gas.
Mineral interests. Real-property interests that grant ownership of the oil and natural gas under a tract of land and the rights to explore for, drill for and produce oil and natural gas on that land or to lease those exploration and development rights to a third party.
MMBtu. One million British Thermal Units.
MMcf. One million cubic feet of natural gas.
Net acres. The sum of the fractional working interest owned in gross acres.
Net revenue interest. An owner’s interest in the revenues of a well after deducting proceeds allocated to royalty, overriding royalty and other non-cost-bearing interests.
Natural gas. A combination of light hydrocarbons that, in average pressure and temperature conditions, is found in a gaseous state. In nature, it is found in underground accumulations, and may potentially be dissolved in oil or may also be found in its gaseous state.
Natural gas liquids or NGLs. Hydrocarbons found in natural gas which may be extracted as liquefied petroleum gas and natural gasoline.
Nonparticipating royalty interest. A type of non-cost-bearing royalty interest, which is carved out of the mineral interest and represents the right, which is typically perpetual, to receive a fixed cost-free percentage of production or revenue from production, without an associated right to lease.
Oil. Crude oil and condensate.
Oil and natural gas properties. Tracts of land consisting of properties to be developed for oil and natural gas resource extraction.
Operator. The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease. Refers to the operator of record and any lessor or working interest holder for which the operator is acting.
Overriding royalty interest or ORRI. A fractional, undivided interest or right of participation in the oil or natural gas, or in the proceeds from the sale of the oil or gas, produced from a specified tract or tracts, which are limited in duration to the terms of an existing lease and which are not subject to any portion of the expense of development, operation or maintenance.
Pad drilling. The practice of drilling multiple wellbores from a single surface location.
PDP. Proved developed producing.
Play. A set of discovered or prospective oil and/or natural gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, reservoir structure, timing, trapping mechanism and hydrocarbon type.
Plugging and abandonment. Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.
Pooling. The majority of our producing acreage is pooled with third party acreage. Pooling refers to an operator’s consolidation of multiple adjacent leased tracts, which may be covered by multiple leases with multiple lessors, in order to maximize drilling efficiency or to comply with state mandated well spacing requirements. Pooling dilutes our royalty in a given well or unit, but it also increases both the acreage footprint and the number of wells in which we have an economic interest. To estimate our total potential drilling locations in a given play, we include third party acreage that is pooled with our acreage.
Production costs. The production or operational costs incurred while extracting and producing, storing and transporting oil and/or natural gas. Typical of these costs are wages for workers, facilities lease costs, equipment maintenance, logistical support, applicable taxes and insurance.
PUD. Proved undeveloped.
Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.
Prospect. A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
Proved developed reserves. Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
Proved developed producing reserves. Reserves expected to be recovered from existing completion intervals in existing wells.
Proved reserves. The estimated quantities of oil, natural gas and NGLs which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.
Proved undeveloped reserves. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.
Recompletion. The process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.
Reserves. Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to the market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).
Reservoir. A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
Resource play. A set of discovered or prospective oil and/or natural gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, reservoir structure, timing, trapping mechanism and hydrocarbon type.
Royalty interest. An interest that gives an owner the right to receive a portion of the resources or revenues without having to carry any costs of development.
SCOOP. South Central Oklahoma Oil Province.
Secondary recovery. The second stage of hydrocarbon production during which an external fluid, such as water or gas, is injected into the reservoir through injection wells located in rock that has fluid communication with production wells.
Seismic data. Seismic data is used by scientists to interpret the composition, fluid content, extent and geometry of rocks in the subsurface. Seismic data is acquired by transmitting a signal from an energy source, such as dynamite or water, into the earth. The energy so transmitted is subsequently reflected beneath the earth’s surface and a receiver is used to collect and record these reflections.
Shale. A fine grained sedimentary rock formed by consolidation of clay- and silt-sized particles into thin, relatively impermeable layers. Shale can include relatively large amounts of organic material compared with other rock types and thus has the potential to become rich hydrocarbon source rock. Its fine grain size and lack of permeability can allow shale to form a good cap rock for hydrocarbon traps.
Spacing. The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.
STACK. Sooner Trend, Anadarko Basin, Canadian and Kingfisher counties, Oklahoma.
Standardized measure. The present value of estimated future net revenue to be generated from the production of proved reserves, determined in accordance with the rules and regulations of the Securities and Exchange Commission (using prices and costs in effect as of the date of estimation), less future development, production and income tax expenses, and discounted at 10% per annum to reflect the timing of future net revenue. Standardized measure does not give effect to derivative transactions.
Tertiary recovery. Traditionally, the third stage of hydrocarbon production, comprising recovery methods that follow water flooding or pressure maintenance. The principal tertiary recovery techniques used are thermal methods, gas injection and chemical flooding.
Tight formation. A formation with low permeability that produces natural gas with low flow rates for long periods of time.
Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.
Wellbore. The hole drilled by the bit that is equipped for oil or natural gas production on a completed well.
Working interest. An operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.
WTI. West Texas Intermediate oil, which is a light, sweet crude oil, characterized by an American Petroleum Institute gravity, of API gravity, between 39 and 41 and a sulfur content of approximately 0.4 weight percent that is used as a benchmark for the other crude oils.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements and information in this Annual Report may constitute forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Annual Report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of future operations or acquisitions. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
| ● | our ability to replace our reserves; |
| ● | our ability to make, consummate and integrate acquisitions of assets or businesses and realize the benefits or effects of any acquisitions or the timing, final purchase price or consummation of any acquisitions; |
| ● | our ability to execute our business strategies; |
| ● | the volatility of realized prices for oil, natural gas and NGLs, including as a result of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”) and other foreign, oil-exporting countries; |
| ● | the level of production on our properties; |
| ● | the level of drilling and completion activity by the operators of our properties; |
| ● | our ability to forecast identified drilling locations, gross horizontal wells, drilling inventory and estimates of reserves on our properties and on properties we seek to acquire; |
| ● | regional supply and demand factors, delays or interruptions of production; |
| ● | industry, economic, business or political conditions, including the energy and environmental proposals being considered and evaluated by the federal government and other regulating bodies; |
| ● | trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, which may have varying effects on commodity prices; |
| ● | the continued threat of terrorism and the impact of military and other action and armed conflict, such as the current conflict between Russia and Ukraine, the conflict in the Middle East and recent U.S. military action in Venezuela; |
| ● | revisions to our reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties; |
| ● | impacts of impairment expense on our financial statements; |
| ● | competition in the oil and natural gas industry generally and the mineral and royalty industry in particular; |
| ● | the ability of the operators of our properties to obtain capital or financing needed for development and exploration operations; |
| ● | title defects in the properties in which we acquire an interest; |
| ● | the availability or cost of rigs, completion crews, equipment, raw materials, supplies, oilfield services or personnel to the operators of our properties; |
| ● | restrictions on or the availability of the use of water in the business of the operators of our properties; |
| ● | the availability of transportation facilities; |
| ● | the ability of the operators of our properties to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals; |
| ● | federal and state legislative and regulatory initiatives relating to the environment, hydraulic fracturing, tax laws and other matters affecting the oil and gas industry, including regulation, proposals and executive orders focused on addressing climate change; |
| ● | future operating results; |
| ● | exploration and development drilling prospects, inventories, projects and programs; |
| ● | operating hazards faced by the operators of our properties; |
| ● | the ability of the operators of our properties to keep pace with technological advancements; |
| ● | uncertainties regarding United States federal income tax law, including the treatment of our future earnings and distributions; |
| ● | our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures; and |
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
Summary of Risk Factors
Risks Related to Our Organization and Structure
| ● | We may not have sufficient available cash to pay any quarterly distribution on our common units (defined below). |
| ● | Our cash flow may prevent us from paying cash distributions. |
| ● | The amount of our quarterly cash distributions, if any, is directly dependent on the performance of our business. We do not have a minimum quarterly distribution and could pay no distribution with respect to any particular quarter. |
| ● | Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions. |
| ● | The limited liability company agreement of our General Partner (defined below) contains provisions that may restrict our ability to pursue our business strategies. |
| ● | Our General Partner and its affiliates, including our Sponsors (defined below) and their affiliates, have conflicts of interest with us and limited duties to us and our unitholders. |
| ● | Our partnership agreement does not restrict our Sponsors and their affiliates or the Contributing Parties (defined below) from competing with us. |
| ● | Our General Partner intends to limit its liability under contractual arrangements between us and third parties such that these third parties would not have recourse against our General Partner or its assets. |
| ● | Neither we, our General Partner nor our subsidiaries have any employees, and we rely solely on Kimbell Operating (defined below) to manage and operate, or arrange for the management and operation of, our business. |
| ● | Our partnership agreement restricts the remedies available to our unitholders for actions by our General Partner that might otherwise constitute breaches of fiduciary duty. |
| ● | Our partnership agreement replaces our General Partner’s fiduciary duties with contractual standards. |
| ● | Holders of our common units have limited voting rights and cannot elect our General Partner or its directors. |
| ● | Even if our unitholders are dissatisfied, they cannot remove our General Partner without its consent. |
| ● | Our partnership agreement restricts the voting rights of unitholders owning 20% or more of the interests in any class of our securities. |
| ● | Cost reimbursements due to our General Partner for services provided to us or on our behalf will reduce cash available for distribution. |
| ● | Our General Partner interest or the control of our General Partner may be transferred to a third party without unitholder consent. |
| ● | Our sole cash-generating asset is our membership interest in the Operating Company. |
| ● | Unitholders may have liability to repay distributions and may be personally liable for the obligations of the partnership. |
| ● | Increases in interest rates may cause the market price of our common units to decline. |
| ● | Our General Partner has a call right that may require unitholders to sell their units. |
| ● | We may issue additional common units and other equity interests ranking junior to the Series A preferred units without unitholder approval, which would dilute existing common unitholder ownership interests. |
| ● | There are no limitations in our partnership agreement on our ability to issue units ranking senior in right of distributions or liquidation to our common units. |
| ● | The market price of our common units could be materially adversely affected by sales of substantial amounts of our common units in the public or private markets. |
| ● | The price of our common units may fluctuate, and unitholders could lose their investment. |
| ● | The New York Stock Exchange (the “NYSE”) does not require a publicly traded partnership to comply with certain corporate governance requirements. |
| ● | Our partnership agreement includes exclusive forum, venue and jurisdiction provisions applicable to our unitholders. |
| ● | If a unitholder is an ineligible holder, the units of such unitholder may be subject to redemption. |
| ● | Our Series A preferred units have rights, preferences and privileges that are not held by, and are preferential to the rights of, holders of our common units. |
| ● | The terms of our Series A preferred units contain covenants that may limit our business flexibility. |
Risks Related to Economic Conditions and Our Industry
| ● | Our revenues are derived from royalty payments that are based on the variable prices at which oil, natural gas and NGLs are sold. |
| ● | A deterioration in general economic, business or industry conditions would materially adversely affect our business. |
| ● | Conservation measures and technological advances could reduce demand for oil and natural gas. |
| ● | Intense competition in the oil and natural gas industry may adversely affect our operators. |
| ● | The results of exploratory drilling in shale plays will be subject to risks and may not meet our expectations for reserves or production. |
| ● | The marketability of oil and natural gas production is dependent upon transportation and other facilities. |
| ● | Drilling for and producing oil and natural gas are high-risk activities. |
Risks Related to Our Indebtedness and Derivatives
| ● | Our derivative activities could result in financial losses and reduce earnings. |
| ● | Restrictions in our secured revolving credit facility and future debt agreements could limit our growth or ability to pay distributions. |
| ● | Any significant reduction in our borrowing base under our secured revolving credit facility may negatively impact our ability to fund our operations. |
| ● | Our debt levels may limit our flexibility to obtain additional financing. |
Risks Related to Our Operations
| ● | Our business is difficult to evaluate because we have made several significant acquisitions. |
| ● | We depend on unaffiliated operators for all of the exploration, development and production on the properties in which we own mineral and royalty interests. |
| ● | We may not be able to terminate our leases if any of the operators of our properties declare bankruptcy. |
| ● | Our success depends on replacing reserves through acquisitions and the development of our properties. |
| ● | Our failure to identify, complete and integrate acquisitions would slow our growth. |
| ● | Any acquisitions of additional mineral and royalty interests will be subject to substantial risks. |
| ● | If we are unable to make acquisitions on economically acceptable terms, our future growth will be limited. |
| ● | Prospect areas on our properties may not yield oil or natural gas in commercially viable quantities. |
| ● | Our estimated reserves are based on many assumptions that may prove to be inaccurate. |
| ● | We do not intend to retain cash from our operations for replacement capital expenditures. |
| ● | We rely on a few key individuals whose absence or loss could materially adversely affect our business. |
| ● | Loss of our or our operators’ information and computer systems could materially adversely affect our business. |
| ● | Title to the properties in which we have an interest may be impaired by title defects. |
| ● | The potential drilling locations of operators of our properties are susceptible to uncertainties. |
| ● | Acreage must be drilled before lease expiration in order to hold the acreage by production. |
| ● | The unavailability, high cost, or shortages of materials, equipment or personnel may result in increased costs for our operators. |
| ● | Operating hazards and uninsured risks may result in substantial losses to the operators of our properties, which could materially adversely affect our business. |
| ● | If the operators of our properties suspend our right to receive royalty payments for any reason, our business may be adversely affected. |
| ● | We will be required to take write-downs of the carrying values of our proved properties if commodity prices decrease to a level such that the future cash flows discounted at 10% from our proved properties are less than their carrying value. |
Tax Risks to Common Unitholders
| ● | We may incur substantial income tax liabilities. |
| ● | Taxable gain or loss on the sale of our common units could be more or less than expected. |
| ● | Our tax liability may be greater than expected if we do not generate sufficient depletion deductions. |
| ● | Future tax legislation could have an adverse impact on our cash tax liabilities. |
| ● | Certain decreases in the price of our common units could adversely affect our cash available for distribution. |
| ● | The IRS Form 1099-DIV that you receive from your broker may over-report your dividend income and failure to report your dividend income accurately may cause the IRS to assert audit adjustments. |
| ● | The portion of our distributions taxable as dividends may be greater than expected. |
| ● | If the Operating Company became a publicly traded partnership taxable as a corporation for United States federal income tax purposes, we and the Operating Company might be subject to potentially significant tax inefficiencies. |
Legal, Environmental and Regulatory Risks
| ● | Oil and natural gas operations are subject to various governmental laws and regulations, and compliance with such laws and regulations can be burdensome and expensive. |
| ● | The operators of our properties are subject to complex and evolving environmental and occupational health and safety laws and regulations that may cause delays or expenses that could materially adversely affect our business. |
| ● | Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays. |
| ● | The adoption of climate change legislation and regulations could result in increased operating costs of our operators and reduced demand for oil and natural gas. |
| ● | Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations. |
General Risk Factors
| ● | Increased costs of capital could materially adversely affect our business. |
| ● | A terrorist attack or armed conflict could harm our business. |
| ● | Cyber-attacks targeting systems and infrastructure used by the oil and gas industry and related regulations may adversely impact our operations. |
| ● | Ineffective internal controls could impact our business and operating results. |