Kimbell Royalty Partners, LP
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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Jun 30, 2025 · Filed Aug 7, 2025
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Notes to Consolidated Financial Statements
Unless the context otherwise requi**res, references to “Kimbell Royalty Partners, LP,” the “Partnership,” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” or “OpCo” refer to Kimbell Royalty Operating, LLC. References to the “General Partner” refer to Kimbell Royalty GP, LLC. References to “Kimbell Operating” refer to Kimbell Operating Company, LLC, a wholly owned subsidiary of the General Partner. References to the “Sponsors” refer to affiliates of the Partnership’s founders, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of the Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to the Partnership.
NOTE 1—ORGANIZATION** AND BASIS OF PRESENTATION**
Organization
Kimbell Royalty Partners, LP is a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. The Partnership has elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, the Partnership is entitled to a portion of the revenues received from the production of oil, natural gas and associated natural gas liquids (“NGL”) from the acreage underlying its interests, net of post-production expenses and taxes. The Partnership is not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. The Partnership’s primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, its Sponsors and the Contributing Parties, and from organic growth through the continued development by working interest owners of the properties in which it owns an interest.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As a result, the accompanying unaudited interim consolidated financial statements do not include all disclosures required for complete annual financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which contains a summary of the Partnership’s significant accounting policies and other disclosures. In the opinion of management of the General Partner, the unaudited interim consolidated financial statements contain all adjustments necessary to fairly present the financial position and results of operations for the interim periods in accordance with GAAP and all adjustments are of a normal recurring nature. The accompanying unaudited interim consolidated financial statements include the accounts of the Partnership and its consolidated subsidiaries. All material intercompany balances and transactions are eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates.
Segment Reporting
The Partnership has one business activity as the owner of mineral and royalty interests and operates in asingle operating andreportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to
allocate resources and assess performance. The segment participates in activities and derives revenue as described in the organization section on a consolidated basis. The Partnership’s CODM is our Chief Operating Officer.
The CODM assesses performance for the segment and decides how to allocate resources based on net income presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance as presented on the consolidated statement of operations. The CODM uses this measure in the annual budgeting and monthly forecasting process and to evaluate income generated from segment assets to distribute cash to unitholders and deciding whether to reinvest profits for new or existing mineral and royalty interest through acquisitions or organic growth. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
Significant segment expenses of the Partnership include production and ad valorem taxes, depreciation and depletion expense, impairment of oil and natural gas properties, marketing and other deductions, general and administrative expense and interest expense. Other segment items included in net income are income tax expenses and other income (expense) line items. All significant segment expenses and other segment items are presented individually in the consolidated statements of operations.
Global Conflicts and Uncertainties
In February 2022, Russia invaded Ukraine and is still engaged in active armed conflict against the country. In October 2023, armed active conflict escalated in the Middle East between Israel and Hamas and is still active. In April 2024, Iran launched an attack on Israel, further escalating the regional conflict in the Middle East. In January 2025, Israel and Hamas agreed to a ceasefire deal, however, the ceasefire has not held and the conflict has continued. These conflicts and the sanctions imposed in response have led to regional instability and caused dramatic fluctuations in global financial markets and have increased the level of global economic and political uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has increased volatility in commodity prices. To date, the Partnership has not experienced a material impact to operations or the consolidated financial statements as a result of these conflicts; however, the Partnership will continue to monitor for events that could materially impact them.
President Trump has executed several executive orders, some of which impact the oil and gas industry, and he and others in Congress have indicated the potential for further changes to regulations, many of which could impact the oil and gas industry, as well as the implementation of tariffs on foreign goods and services. It is uncertain at this time to what extent such changes in regulations and tariffs will impact our business. Tariffs on foreign goods and services could result in other countries instituting tariffs on U.S. goods and services, which could impact the demand for and price of commodities, increase the price of supplies and raw materials that we rely on, and could impact interest rates. A changing regulatory environment and domestic or foreign tariffs could ultimately impact our operations and expenses.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
For a description of the Partnership’s significant accounting policies, see Note 2 of the consolidated financial statements included in the Partnership’s 2024 Form 10-K. There have been no substantial changes in such policies or the application of such policies during the three and six months ended June 30, 2025*.*
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).” The amendments in this update apply to all public business entities. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.
NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS
The Partnership has the right to receive revenues from oil, natural gas and NGL sales obtained by the operator of the wells in which the Partnership owns a mineral or royalty interest. Revenue is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Partnership’s contracts are tied to a market index.
The Partnership’s oil, natural gas and NGL sales contracts are generally structured whereby the producer of the properties in which the Partnership owns a mineral or royalty interest sells the Partnership’s proportionate share of oil, natural gas and NGL production to the purchaser and the Partnership collects its percentage royalty based on the revenue generated by the sale of the oil, natural gas and NGL. In this scenario, the Partnership recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Partnership’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.
The following table disaggregates the Partnership’s oil, natural gas and NGL revenues for the following periods:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| · · 2025 · 2024 · · 2025 · 2024 | ||||||||||||
| · · (In thousands) | ||||||||||||
| Oil revenue | | $48,827 | | $53,405 | | $100,762 | | $115,033 | ||||
| Natural gas revenue | | | 15,293 | | | 14,071 | | | 40,931 | | | 28,625 |
| NGL revenue | | | 10,575 | | | 9,483 | | | 22,953 | | | 20,800 |
| Total Oil, natural gas and NGL revenues | | $74,695 | | $76,959 | | $164,646 | | $164,458 | ||||
NOTE 4**—**ACQUISITIONS
Acquisitions
On January 17, 2025, the Partnership completed the acquisition of mineral and royalty interests from Boren Minerals (the “Boren Acquisition”) in a transaction valued at approximately $230.4 million, including transaction costs and certain customary post-closing adjustments. The Partnership funded the cash consideration of the purchase price with borrowings under its secured revolving credit facility and net proceeds from the 2025 Equity Offering (as defined in Note 11). Theoil and gas properties acquired are located under the Mabee Ranch in the Midland Basin in Texas. The Boren Acquisition was accounted for as an asset acquisition and the allocation of the purchase price was $94.9 million to proved developed properties and $127.8 million to unevaluated properties.
NOTE 5**—**DERIVATIVES
Commodity Derivatives
The Partnership’s ongoing operations expose it to changes in the market price for oil and natural gas. To mitigate the inherent commodity price risk associated with its operations, the Partnership uses oil and natural gas commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts and other contractual arrangements. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty.
As of June 30, 2025, the Partnership’s commodity derivative contracts consisted of fixed price swaps, under which the Partnership receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.
The Partnership’s oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and its natural gas fixed price swap transactions are settled based upon the last scheduled trading day of the first nearby month futures contract corresponding to the relevant contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month. Changes in the fair values of the Partnership’s commodity derivative instruments are recognized as gains or losses in the current period and are presented on a net basis within revenue in the accompanying unaudited interim consolidated statements of operations.
The Partnership has not designated any of its derivative contracts as hedges for accounting purposes. Changes in the fair value consisted of the following:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| · · 2025 · · 2024 · · 2025 · · 2024 | ||||||||||||
| · · (In thousands) | ||||||||||||
| Beginning fair value of derivative instruments | | $(5,154) | | $5,309 | | $1,836 | | $14,047 | ||||
| Gain (loss) on commodity derivative instruments, net | | | 9,339 | | | (1,046) | | | 3,286 | | | (6,750) |
| Net cash received on settlements of derivative instruments | | | (814) | | | (2,750) | | | (1,751) | | | (5,784) |
| Ending fair value of derivative instruments | | $3,371 | | $1,513 | | $3,371 | | $1,513 | ||||
The following table presents the fair value of the Partnership’s derivative contracts for the periods indicated:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · · · June 30, · · December 31, | ||||||||
| Classification · · Balance Sheet Location · · 2025 · · 2024 | ||||||||
| · · · · · (In thousands) | ||||||||
| Assets: | | | | | | | | |
| Current assets | | Derivative assets | | $3,773 | | $2,404 | ||
| Long-term assets | | Derivative assets | | | 267 | | | 566 |
| Liabilities: | | | | | | | | |
| Current liabilities | | Derivative liabilities | | | — | | | (255) |
| Long-term liabilities | | Derivative liabilities | | | (669) | | | (879) |
| | | | | $3,371 | | $1,836 | ||
As of June 30, 2025, the Partnership’s open commodity derivative contracts consisted of the following:
Oil Price Swaps
| · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Notional · · Weighted Average · · Range (per Bbl) | ||||||||
| · · Volumes (Bbl) · · Fixed Price (per Bbl) · · · Low · · High | ||||||||
| July 2025 - December 2025 | | 282,440 | | $71.12 | | $68.26 | | $74.20 |
| January 2026 - December 2026 | | 595,680 | | $67.75 | | $63.33 | | $70.78 |
| January 2027 - June 2027 | | 304,623 | | $62.65 | | $61.57 | | $63.75 |
Natural Gas Price Swaps
| · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Notional · · Weighted Average · · Range (per MMBtu) | ||||||||
| | | Volumes (MMBtu) | | Fixed Price (per MMBtu) | | Low | | High |
| July 2025 - December 2025 | | 2,553,644 | | $3.71 | | $3.68 | | $3.74 |
| January 2026 - December 2026 | | 5,256,000 | | $3.69 | | $3.33 | | $4.07 |
| January 2027 - June 2027 | | 2,658,528 | | $3.96 | | $3.47 | | $4.46 |
NOTE 6—FAIR VALUE MEASUREMENTS
The Partnership measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below. The carrying values of cash, oil, natural gas and NGL receivables, accounts receivable and other current assets and current and long-term liabilities included in the unaudited interim consolidated balance sheets approximated fair value as of June 30, 2025 and December 31, 2024 due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. As a result, these financial assets and liabilities are not discussed below.
| ● | Level 1— Unadjusted quoted market prices for identical assets or liabilities in active markets. |
| ● | Level 2—Quoted prices for similar assets or liabilities in non-active markets, or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| ● | Level 3—Measurement based on prices or valuations models that require inputs that are both unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value). |
Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Partnership recognizes transfers between fair value hierarchy levels as of the end of the reporting period in which the event or change in circumstances causing the transfer occurred. The Partnership did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements during the three and six months ended June 30, 2025 and 2024.
The Partnership’s commodity derivative instruments are classified within Level 2. The fair values of the Partnership’s oil and natural gas fixed price swaps are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, volatility factors and discount rates, or can be corroborated from active markets.
The following tables summarize the Partnership’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value Measurements Using · · · · · · | |||||||||||||||
| · · Level 1 · · Level 2 · · Level 3 · · Effect ofCounterparty Netting · · Total | |||||||||||||||
| · · (In thousands) | |||||||||||||||
| June 30, 2025 | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | |
| Commodity derivative contracts | | $— | | $6,917 | | $— | | $(2,877) | | $4,040 | |||||
| Liabilities | | | | | | | | | | | | | | | |
| Commodity derivative contracts | | $— | | $(3,546) | | $— | | $2,877 | | $(669) | |||||
| December 31, 2024 | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | |
| Commodity derivative contracts | | $— | | $4,476 | | $— | | $(1,506) | | $2,970 | |||||
| Liabilities | | | | | | | | | | | | | | | |
| Commodity derivative contracts | | $— | | $(2,640) | | $— | | $1,506 | | $(1,134) | |||||
NOTE 7—OIL AND NATURAL GAS PROPERTIES
Oil and natural gas properties consist of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · June 30, · · December 31, | ||||||
| · · 2025 · · 2024 | ||||||
| | | (In thousands) | ||||
| Oil and natural gas properties | | | | | | |
| Proved properties | | $2,067,856 | | $1,933,512 | ||
| Unevaluated properties | | | 203,608 | | | 115,200 |
| Less: accumulated depreciation, depletion and impairment | | | (1,085,279) | | | (1,023,890) |
| Total oil and natural gas properties | | $1,186,185 | | $1,024,822 | ||
| | | | | | | |
| Costs not subject to depletion | | | | | | |
| Incurred in 2025 | | $120,791 | | | | |
| Incurred in 2024 | | | — | | | |
| Incurred in 2023 | | | 82,817 | | | |
| Prior | | | — | | | |
| Total costs not subject to depletion | | $203,608 | | | | |
The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. Unevaluated properties are assessed on a periodic basis for possible impairment based on the following factors, among others: economic and market conditions, operators’ intent to drill, remaining lease term, geological and geophysical evaluations, operators’ drilling results and activity, the assignment of proved reserves and the economic viability of operator development if proved reserves are assigned. Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved developed reserves is able to be made. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization and to the full-cost ceiling test.
The Partnership didnot record an impairment on its oil and natural gas properties for the three and six months ended June 30, 2025. As a result of its full cost ceiling analysis, the Partnership recorded an impairment on its oil and natural gas properties of $6.0 million during the six months ended June 30, 2024.
Depletion expense for the three months ended June 30, 2025 and 2024 was $30.4 million and $32.9 million, respectively and the average depletion rate per barrel was $13.16 and $15.01, respectively. Depletion expense for the six months ended June 30, 2025 and 2024 was $61.4 million and $71.0 million, respectively and the average depletion rate per barrel was $13.34 and $15.13, respectively.
NOTE 8—LEASES
The Partnership is the lessee on a lease of administrative office space used for its operations. On December 26, 2024, the Partnership modified its existing operating leases associated with its main office used for operations. The lease commenced in February 2025, expanding the current office space and extending the lease term to 2035, with the exclusive right and option to renew and extend the lease at the expiration of the primary term. The Partnership does not have any material lessor arrangements. Substantially all the Partnership’s leases are long-term operating leases with fixed payment terms and will terminate in February 2035. The Partnership’s right-of-use (“ROU”) operating lease assets represent its right to use an underlying asset for the lease term, and its operating lease liabilities represent its obligation to make lease payments. ROU operating lease assets and operating lease liabilities are included in the accompanying unaudited interim consolidated balance sheets. Short-term operating lease liabilities are included in other current liabilities. The weighted average remaining lease term as of June 30, 2025 is 9.59 years.
Both the ROU operating lease assets and liabilities are recognized at the present value of the remaining lease payments over the lease term and do not include lease incentives. The Partnership’s leases do not provide an implicit rate that can readily be determined; therefore, the Partnership used a discount rate based on its incremental borrowing rate,
which is determined by the information available in the secured revolving credit facility. The incremental borrowing rate reflects the estimated rate of interest that the Partnership would pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The weighted average discount rate used for the operating leases was 7.51% for the six months ended June 30, 2025.
Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense in the accompanying unaudited interim consolidated statements of operations for the three and six months ended June 30, 2025 and 2024. The total operating lease expense recorded for the three months June 30, 2025 and 2024 was $0.2 million and $0.1 million, respectively, and $0.4 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.
Future minimum lease commitments as of June 30, 2025 were as follows:
| · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Total · · 2025 · · 2026 · · 2027 · · 2028 · · 2029 · · Thereafter | |||||||||||||||||||
| · · (In thousands) | |||||||||||||||||||
| Operating leases | | $6,906 | | $324 | | $658 | | $668 | | $682 | | $702 | | $3,872 | |||||
| Less: Imputed Interest | | (2,031) | | | | | | | | | | | | | | | | | |
| Total | | $4,875 | | | | | | | | | | | | | | | | | |
NOTE 9—LONG-TERM DEBT
On June 13, 2023, the Partnership entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated the Partnership’s existing Credit Agreement, dated as of January 11, 2017 (as amended on July 12, 2018, December 8, 2020, June 7, 2022 and December 15, 2022). The A&R Credit Agreement provides for, among other things, (i) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to$750.0 million with an initial borrowing base of$400.0 million and an initial aggregate elected commitments amount of up to$400.0 million, including a sub-facility for the issuance of letters of credit of up to$10.0 million and (ii) an extension of the maturity date of the A&R Credit Agreement to June 7, 2027.
On May 1, 2025, in connection with the recent redetermination, the Partnership entered into Amendment No. 3 (the “Third Amendment”) to the A&R Credit Agreement. The amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base andaggregate elected commitments from $550.0 million to $625.0 million.
The A&R Credit Agreement requires the Partnership to maintain as of the last day of each fiscal quarter: (i) a Debt to EBITDAX Ratio (as defined in the A&R Credit Agreement) of not more than 3.5 to 1.0 and (ii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0.
The A&R Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, entry into certain derivatives contracts, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments and other customary covenants. These covenants are subject to a number of limitations and exceptions.
Additionally, the A&R Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If the Partnership does not comply with the financial and other covenants in the A&R Credit Agreement, the Lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the A&R Credit Agreement and any outstanding unfunded commitments may be terminated.
During the six months ended June 30 2025, the Partnership borrowed an additional $254.1 million under the secured revolving credit facility and repaid approximately $31.2 million of the outstanding borrowings. As of June 30, 2025, the Partnership’s outstanding balance was $462.1 million. The Partnership was in compliance with all covenants included in the secured revolving credit facility as of June 30, 2025.
As of June 30, 2025, borrowings under the secured revolving credit facility bore interest at SOFR plus a margin of 3.25% or the ABR (as defined in the Amended Credit Agreement) plus a margin of 2.25%. For the three and six months ended June 30, 2025, the weighted average interest rate on the Partnership’s outstanding borrowings was 7.75% and 7.72%, respectively.
NOTE 10—PREFERRED UNITS
On May 7, 2025, the Partnership completed the redemption of 162,500 Series A preferred units, representing 50% of the then-outstanding Series A preferred units. The Series A preferred units were redeemed at a price of $1,121.92 per Series A preferred unit for an aggregate redemption price of $182.3 million. As the consideration transferred by the Partnership to redeem the Series A preferred units was greater than the carrying value of the Series A preferred units as of the redemption date, a deemed dividend distribution of $24.0 million was recognized in unitholders’ equity and non-controlling interest during the six months ended June 30, 2025.
The Series A preferred units are classified as mezzanine equity on the consolidated balance sheets due to certain redemption provisions being outside of the Partnership’s control. The Partnership has elected to accrete changes in the redemption value of the Series A preferred units over the period from the date of issuance to the earliest redemption date. The Series A preferred units were estimated to be redeemable at a price of $1,116.00 per Series A preferred unit as of June 30, 2025, equal to 112% of par value.
The Series A preferred units had a carrying value of $158.4 million, including accrued distributions of $2.4 million, as of June 30, 2025, and a carrying value of $316.0 million, including accrued distributions of $4.9 million, as of December 31, 2024.
NOTE 11—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS
The Partnership has issued units representing limited partner interests. As of June 30, 2025, the Partnership had a total of 93,396,488 common units issued andoutstanding and 14,491,540 Class B units issued and outstanding.
On January 9, 2025, the Partnership completed an underwritten public offering of 11,500,000 common units for net proceeds of approximately$163.6 million (the “2025 Equity Offering”). The Partnership used the net proceeds from the 2025 Equity Offering to purchase OpCo common units. The Operating Company ultimately used the net proceeds of the 2025 Equity Offering to fund the Boren Acquisition.
The following table summarizes the changes in the number of the Partnership’s common units:
| | | |
|---|---|---|
| | | Common Units |
| Balance at December 31, 2024 | | 80,969,651 |
| Units issued for equity offering | | 11,500,000 |
| Common units issued under the A&R LTIP (1) | | 1,213,611 |
| Restricted units repurchased for tax withholding | | (315,276) |
| Conversion of Class B units to common units | | 32,580 |
| Forfeiture of restricted units | | (4,078) |
| Balance at June 30, 2025 | | 93,396,488 |
| (1) | Includes restricted units granted to certain employees and directors under the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan on February 25, 2025. |
The following table presents information regarding the common unit cash distributions approved by the General Partner’s Board of Directors (the “Board of Directors”) for the periods presented:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Amount per · · Date · · Unitholder · · Payment | |||||||||
| · · Common Unit · · Declared · · Record Date · · Date | |||||||||
| Q1 2025 | | $0.47 | | May 8, 2025 | | May 20, 2025 | | May 28, 2025 | |
| Q2 2025 | | $0.38 | | August 7, 2025 | | August 18, 2025 | | August 25, 2025 | |
| | | | | | | | | | |
| Q1 2024 | | $0.49 | | May 2, 2024 | | May 13, 2024 | | May 20, 2024 | |
| Q2 2024 | | $0.42 | | August 1, 2024 | | August 12, 2024 | | August 19, 2024 | |
For each Class B unit issued, five cents has been paid to the Partnership as additional consideration (the “Class B Contribution”). Holders of the Class B units are entitled to receive cash distributions equal to 2.0% per quarter on their respective Class B Contribution, subsequent to distributions on the Series A preferred units, but prior to distributions on the common units and OpCo common units.
Holders of the Class B units are entitled to one vote per unit on all matters to be voted upon by the unitholders. Holders of the common units and the Class B units generally vote together as a single class on all matters presented to the Kimbell Royalty Partners, LP unitholders for their vote or approval. Holders of Class B units do not have any right to receive dividends or distributions upon a liquidation or winding up of Kimbell Royalty Partners, LP. The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.
Change in Ownership of Consolidated Subsidiaries
The following table summarizes the changes in common unitholders' equity due to changes in ownership interest during the period:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| · · 2025 · · 2024 · · 2025 · · 2024 | ||||||||||||
| · · (In thousands) | ||||||||||||
| Net income attributable to the Partnership | | $23,089 | | $12,877 | | $45,469 | | $20,176 | ||||
| Changes in ownership of consolidated subsidiaries, net | | | (552) | | | (3,824) | | | (12,805) | | | (2,632) |
| Change from net income attributable to the Partnership's unitholders and transfers to non-controlling interest | | $22,537 | | $9,053 | | $32,664 | | $17,544 | ||||
NOTE 12—EARNINGS PER COMMON UNI****T
Basic earnings per common unit is calculated by dividing net income attributable to common units by the weighted-average number of common units outstanding during the period. Diluted net income per common unit gives effect, when applicable, to unvested restricted units granted under the Partnership’s A&R LTIP (as defined in Note 13) for its employees and directors and potential conversion of Series A preferred units and Class B units. The Partnership uses the “if-converted” method to determine the potential dilutive effect of exchanges of outstanding Series A preferred units and Class B units (and corresponding units of Kimbell Royalty Partners, LP), and the treasury stock method to determine the potential dilutive effect of vesting of outstanding restricted units granted under the Partnership’s A&R LTIP. The Partnership does not use the two-class method because the Class B units and the unvested restricted units granted under the Partnership’s A&R LTIP are nonparticipating securities.
The following table summarizes the calculation of weighted average common units outstanding used in the computation of diluted earnings per common unit:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended June 30, · · Six Months Ended June 30, | ||||||||||||
| · · 2025 · · 2024 · · 2025 · · 2024 | ||||||||||||
| · · (In thousands) | ||||||||||||
| Net income attributable to common units of Kimbell Royalty Partners, LP | | $2,007 | | $8,410 | | $19,869 | | $11,579 | ||||
| Distribution and accretion on Series A preferred units | | | 24,337 | | | 5,243 | | | 29,540 | | | 10,499 |
| Net income attributable to non-controlling interests in OpCo and distribution to Class B unitholders | | | 328 | | | 1,534 | | | 3,116 | | | 2,446 |
| Diluted net income attributable to common units of Kimbell Royalty Partners, LP | | $26,672 | | $15,187 | | $52,525 | | $24,524 | ||||
| | | | | | | | | | | | | |
| Weighted average number of common units outstanding: | | | | | | | | | | | | |
| Basic | | | 91,170 | | | 74,835 | | | 90,430 | | | 73,473 |
| Effect of dilutive securities: | | | | | | | | | | | | |
| Series A preferred units | | | 15,048 | | | 21,566 | | | 18,290 | | | 21,566 |
| Class B units | | | 14,492 | | | 18,624 | | | 14,499 | | | 19,736 |
| Restricted units | | | 2,214 | | | 1,569 | | | 2,058 | | | 1,621 |
| Diluted | | | 122,924 | | | 116,594 | | | 125,277 | | | 116,396 |
| | | | | | | | | | | | | |
| Net income per unit attributable to common units of Kimbell Royalty Partners, LP | | | | | | | | | | | | |
| Basic | | $0.02 | | $0.11 | | $0.22 | | $0.16 | ||||
| Diluted | | $0.02 | | $0.11 | | $0.22 | | $0.16 | ||||
The calculation of diluted net income per unit for the three and six months ended June 30, 2025 and 2024 includes the conversion of all Series A preferred units and Class B units to common units calculated using the “if-converted” method and units of unvested restricted units calculated using the treasury stock method.
NOTE 13—UNIT-BASED COMPENSATION
On May 1, 2024, the Board of Directors approved and adopted the first amendment to the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (as so amended, the “A&R LTIP”), which increased the number of common units available to be awarded under the A&R LTIP by 4,684,622 common units, which increased the total number of common units available to be awarded under the A&R LTIP, after taking into account previously awarded common units, to 6,765,012 common units. The Partnership’s A&R LTIP authorizes grants to its employees and directors. The restricted units issued under the Partnership’s A&R LTIP generally vest inone-third installments on each of the first three anniversaries of the grant date, subject to the grantee’s continuous service through the applicable vesting date. Compensation expense for such awards will be recognized over the term of the service period on a straight-line basis over the requisite service period for the entire award. Management elects not to estimate forfeiture rates and to account for forfeitures in compensation cost when they occur.
Distributions related to the restricted units are paid concurrently with the Partnership’s distributions for common units. The fair value of the Partnership’s restricted units issued under the A&R LTIP to the Partnership’s employees and directors is determined by utilizing the market value of the Partnership’s common units on the respective grant date.
The following table presents a summary of the Partnership’s unvested restricted units.
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · · · Weighted · Weighted | |||||||
| · · · · Average · · Average | |||||||
| · · · · Grant-Date · · Remaining | |||||||
| · · · · Fair Value · · Contractual | |||||||
| · · Units · · per Unit · · Term | |||||||
| Unvested at December 31, 2024 | | 1,992,201 | | $15.727 | 1.542 years | ||
| Awarded | | 1,213,611 | | | 15.780 | | — |
| Vested | | (975,338) | | | 15.519 | | — |
| Forfeited | | (4,078) | | | 15.633 | | — |
| Unvested at June 30, 2025 (1) | | 2,226,396 | | $15.847 | 2.079 years | ||
| (1) | As of June 30, 2025, there was $35.3 million of unrecognized compensation expense associated with unvested restricted units based on the weighted average grant date fair value per unit of $15.847. |
NOTE 14—INCOME TAXES
As discussed in Note 1, the Partnership has elected to be taxed as a corporation for United States federal income tax purposes. The non-controlling interest, which represents OpCo common unitholders’, are not subject to federal income taxes.
The Partnership records income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets, changes in forecasted annual income (loss) attributable to non-controlling interest and changes to actual or forecasted permanent book to tax differences. The Partnership’s effective tax rate for the three months ended June 30, 2025 was 5.8%, compared to 9.9% for the three months ended June 30, 2024. The Partnership recorded an income tax expense of $2.2 million and $1.8 million for the three months ended June 30, 2025 and 2024, respectively, and an income tax expense of $3.3 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively.
NOTE 15—RELATED PARTY TRANSACTIONS
The Partnership currently has a management services agreement with Kimbell Operating, which has a separate services agreement with K3 Royalties, LLC (“K3 Royalties”). Pursuant to the K3 Royalties service agreement, K3 Royalties and Kimbell Operating provide management, administrative and operational services to the Partnership. In addition, under each of their respective services agreements, affiliates of the Partnership’s Sponsors may identify, evaluate and recommend to the Partnership acquisition opportunities and negotiate the terms of such acquisitions. Amounts paid to Kimbell Operating and K3 Royalties under their respective services agreements will reduce the amount of cash available for distribution on common units to the Partnership’s unitholders. During the three and six months ended June 30, 2025, the Partnership made payments to K3 Royalties in the amount of $30,000 and $60,000, respectively.
The Partnership received $41,732 and $82,888 in reimbursements from Rivercrest Capital Management, LLC for shared operating expenses for the three and six months ended June 30, 2025, respectively.
NOTE 16—COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Partnership may experience situations where disagreements occur relating to the ownership of certain mineral or overriding royalty interest acreage. Management is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the Partnership’s financial condition, results of operations or liquidity as of June 30, 2025.
NOTE 17—SUBSEQUENT EVENTS
The Partnership has evaluated events that occurred subsequent to June 30, 2025 in the preparation of its unaudited interim consolidated financial statements.
Government Legislation
The One Big Beautiful Bill Act, enacted on July 4, 2025, introduced significant modifications to the U.S. tax code. Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment. As such, this legislation is not reflected in the Partnership’s unaudited consolidated financial statements for the periods ended June 30, 2025. The Partnership is currently evaluating the full impact of this new legislation on its consolidated financial statements.
Distributions
On August 7, 2025 the Board of Directors declared a quarterly cash distribution of $0.38 per common unit and $0.380261 per OpCo common unit for the quarter ended June 30, 2025. The Partnership intends to pay this distribution on August 25, 2025 to common unitholders and OpCo common unitholders of record as of the close of business on August 18, 2025.
As to the Partnership, $0.000261 of the OpCo common unit distribution corresponds to a tax payment made by the Partnership in the second quarter of 2025. Under the limited liability company agreement of the Operating Company, the Partnership is not reimbursed by the Operating Company for federal income taxes paid by the Partnership.
The Partnership will pay a quarterly cash distribution on the Series A preferred units of approximately $2.4 million for the quarter ended June 30, 2025. The Partnership intends to pay the distribution subsequent to August 7, 2025, and prior to the distribution on the common units and OpCo common units.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.