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Operator: Greetings, and welcome to the Kimbell Royalty Partners First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Rick Black, Investor Relations. Thank you. You may begin.

Rick Black: Thank you, operator, and good morning, everyone. Welcome to Kimbell Royalty Partners conference call to review financial and operational results for the first quarter ended March 31, 2023. This call is also being webcast and can be accessed through the audio link on the Events and Presentations page of the IR section of kimbellrp.com. Information on this call speaks only as of today, May 3rd, so please be advised that any time-sensitive information may no longer be accurate as of the date of any replay listening or transcript reading. I would also like to remind you that the statements made in today’s discussion that are not historical facts, including statements of expectations or future events or future financial performance are forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

We will be making forward-looking statements as part of today’s call, which by their nature, are uncertain and outside of the company’s control. Actual results may differ materially. Please refer to today’s earnings press release for our disclosure on forward-looking statements. These factors and other risks and uncertainties are described in detail in the company’s filings with the Securities and Exchange Commission. Management will also refer to non-GAAP measures, including adjusted EBITDA and cash available for distribution. Reconciliations to the nearest GAAP measures can be found at the end of today’s earnings press release. Kimbell assumes no obligation to publicly update or revise any forward-looking statements. I would now like to turn the call over to Bob Ravnaas, Kimbell Royalty Partners’ Chairman and Chief Executive Officer.

Bob?

Robert Ravnaas: Thank you, Rick, and good morning, everyone. We appreciate you joining us on the call this morning. With me today are several members of our senior management team, including Davis Ravnaas, our President and Chief Financial Officer; Matt Daly, our Chief Operating Officer; and Blayne Rhynsburger, our Controller. We are pleased to report our first quarter results that included record run rate daily production, a new record high rig count on our acreage and a declared cash distribution of $0.35 per common unit. We’re also very excited about our Midland Basin mineral and royalty acquisition that we announced last month. We expect to close this acquisition later this month. With the addition of MB Minerals to our portfolio, we continue to build on last year’s momentum and our production mix is now expected to materially shift towards oil.

After giving effect to our recent M&A activity, the Permian now leads all categories in terms of production, inventory, rig count and line of sight wells. Looking at our natural gas royalty assets, even in the face of low natural gas prices in the first quarter, the rig count on our core Haynesville acreage increased quarter-over-quarter led by private operators. This increase in the rig count is a testament to the quality of our acreage in this area. In addition, we realized natural gas prices that were substantially higher than Henry Hub across several basins during Q1, led by the DJ Basin and Bakken, which highlights the strength of our diversified royalty model. In fact, we realized natural gas prices during Q1 that were 19% above Henry Hub.

Before turning the call over to Davis to provide a more detailed review of our financials, I’d like to comment further on our Midland Basin acquisition. These assets include targeted oil and gas mineral and royalty interest on approximately 60,000 gross acres concentrated in the Northern Midland Basin located primarily in Northern Howard County. There is a high interest contiguous footprint and three active rigs on the acreage as of March 31st. The mineral and overriding royalty ownership is on over 100 horizontal DSUs and is a 100% held by production, with over 300 total producing wells. We expect to add approximately 1,900 BOE per day with a mix of 77% oil, 12% natural gas and 11% NGL based on our estimated run rate average daily production over the next 12 months.

We believe this is an excellent and highly accretive transaction for our company and our unitholders at a very favorable multiple. This acquisition again reinforces our Permian Basin position as our leading basin in terms of production, active rig count, DUCs, permits and undrilled inventory. We expect to increase our run rate average daily production to over 19,000 BOE per day and the acquisition is expected to add 2.06 net DUCs and net permitted locations to Kimbell’s inventory. Following the transaction, we expect our oil weighting daily production mix to increase from 29% to 34%. We also expect to maintain a peer leading five-year PDP decline rate of approximately 13%. If we zoom out to take in a broad view of the industry, we continue to expect oil production growth from US operators to remain relatively flat.

We arrive at this view not only from the commentary we’re hearing from US operators, but also due to the fact that the number of DUCs in the US, which is one of the best indicators for near-term production growth, has dropped precipitously since 2020 and has not recovered. Many operators will continue to focus on replenishing their DUC inventories in the short-term and we believe that inflationary pressures in the drilling completion and labor side of their businesses will continue to temper oil production growth during 2023. Production stability, profitability and quality of inventory will continue to be the primary themes of energy investing rather than the hyper growth models we’ve seen in prior cycles. Moving forward, we will continue to drive growth, both through organic development and our disciplined acquisition strategy that is both a consistent and proven method at Kimbell.

We also expect to continue benefiting from our diverse portfolio with quality production, low PDP decline rates and upside drilling locations. As a major consolidator in the highly fragmented US oil and gas royalty sector, we remain bullish about the long-term consolidation in this space and our role in it. We believe that future opportunities for Kimbell are very bright and extend for many years. I’ll now turn the call over to Davis to review our financials in more detail before we open the call to questions.

Davis Ravnaas: Thanks, Bob, and good morning, everyone. We are pleased to report strong performance during the first quarter. We are also affirming our full year 2023 guidance that was previously disclosed in our fourth quarter 2022 press release and we will update our full year 2023 guidance after the closing of the MB Minerals acquisition. I’ll start by reviewing our financial results from the first quarter beginning with oil, natural gas and NGL revenues of $57.4 million, a decrease of 10.9% from the fourth quarter primarily due to a decline in realized commodity prices. Kimbell’s first quarter 2023 average realized price per barrel of oil was $74.99, per Mcf of natural gas is $3.16, per barrel of NGLs was $25.82 and per BOE combined was $36.19.

Despite coming in lower than Q4, our average realized natural gas prices for Q1 were 19% above Henry Hub due to premium prices received across several basins led by the DJ Basin and the Bakken. First quarter 2023 average daily production was 17,215 BOE per day on a 6:1 basis, which consisted of 201 BOE per day related to prior period production recognized during the quarter and 17,014 BOE per day of run rate production. The prior period production recognized this quarter was attributable to past production that came into pay status during Q1 2023. Our record first quarter run rate daily production of 17,014 BOE per day, an increase of 10.5% from Q4 2022, was composed of approximately 58% from natural gas and approximately 42% from liquids or 29% from oil and 13% from NGLs. The first quarter run rate daily production does not include any production from the MB Minerals acquisition that we announced last month.

As of March 31st, 2023, not including the MB Minerals acquisition, Kimbell’s major properties had 749 gross and 3.55 net drilled but uncompleted wells as well as 750 gross and 3.19 net permits on its acreage. This data does not include our minor properties, which we estimate could add an additional 20% to the DUC and permit inventory. In addition, we exited the quarter with a record 94 rigs actively drilling on our acreage, up from 92 rigs at the end of 2022. Currently, our market share of all land rigs drilling in the continental United States represents approximately 12.8%. On the expense side, general and administrative expenses for Kimbell were $8.3 million in the quarter, $5.1 million of which was cash G&A expense or $3.34 per BOE. Unit based compensation in the first quarter, which is a non-cash G&A expense was $3.2 million or $2.07 per BOE.

We saw an uptick in cash G&A expenses compared to last quarter due to the payment timing of certain third-party professional fee expenses. However, those costs are expected to come down through the remainder of the year. First quarter net income was approximately $28.9 million. For the first quarter, consolidated adjusted EBITDA was $42.3 million. You will find a reconciliation of both consolidated adjusted EBITDA and cash available for distribution at the end of our news release. Today, we announced a cash distribution of $0.35 per common unit for the first quarter. This represents a cash distribution payment to common unitholders of 75% of cash available for distribution and the remaining 25% will be used to pay down a portion of the outstanding borrowings under Kimbell’s secured revolving credit facility.

Since May 2020, excluding this upcoming Q1 payment, Kimbell has paid down approximately $99.2 million of outstanding borrowings under its secured revolving credit facility by allocating a portion of its cash available for distribution for debt paydown. And since our IPO in 2017 through today, the total cash distributed to common unitholders since we became a public company is $8.80 per common unit, approximately 49% of Kimbell’s $18 per unit IPO price. Commenting further on our balance sheet and liquidity, as of March 31st, we had approximately $223.9 million in debt outstanding under its secured revolving credit facility. We continue to maintain a conservative approach with net debt to trailing 12-month consolidated adjusted EBITDA of one times.

With approximately $126.1 million in undrawn capacity under our secured revolving credit facility, we are very comfortable with our strong financial position and the flexibility this provides for our continued consolidation. Before we open up the call to your questions, I would like to briefly reiterate Bob’s comments about our acquisition of MB Minerals. We think this is a home run acquisition for Kimbell at a great multiple that is highly accretive beginning in Q2 of this year. The purchase price is comprised of $48.8 million in cash, which is approximately 34% of the total consideration, approximately 5.4 million newly issued common units of Kimbell Royalty operating valued at $85.4 million at approximately 0.6 million newly issued common units of Kimbell Royalty Partners valued at $8.9 million.

We appreciate the vote of confidence and support of Kimbell by the sellers that see the value of holding units in our company. With that, operator, we are now ready for questions.

Operator: Thank you. Ladies and gentlemen, at this time, we will be conducting a question-and-answer session. Our first question comes from the line of John Annis with Stifel. Please proceed with your question.

John Annis: Good morning, everyone, and thanks for taking my questions. For my first one, looking at active rigs across your position, there was a six-rig increase in the Haynesville that you noted was largely driven by the privates. And as you mentioned, the rig increase during the first quarter when operators were generally decreasing activity is certainly a testament to your acreage quality. So my question is, how do you see that trend holding up against the backdrop of a lower commodity and commentary from industry regarding deferring completions and further activity reductions? Thanks.

Davis Ravnaas: Yes, thanks for the question, John. I think that was one — this is Davis. I think that was one of the more surprising data points that we observed from this quarter-over-quarter comparison. Frankly, we were expecting rig activity to be more muted in the Haynesville just given the obvious drop in the commodity price. Impossible for us to predict what’s going to happen in terms of operator activity. We do think it’s an indication that our acreage is in an area that’s better than average, obviously, and perhaps even extremely above average just given the fact that the rig activity increased meaningfully. But at the same time, we wouldn’t be totally opposed to our operators keeping the gas in the ground and pulling it out when commodity prices are higher.

So don’t want to make any sort of estimate about what’s going to happen on our acreage going forward, but it is a good sign that we appear to get more activity than the general, well, the basin, overall, notwithstanding the decline in the commodity price. Bob or Matt, anything you guys want to add to that?

Matthew Daly: Yes, I mean, I would just add that, I mean, their ability right now, especially all these operators, their ability to hedge into a contango shaped natural gas curve is likely driving a lot of this increase in drilling in the Haynesville. I mean, basically you can hedge natural gas at $3.50 and $4.15 in 2024 and 2025, and those prices, that’s a very high return in that part of the Haynesville they are drilling. So we really don’t — I mean, hard to predict like Davis said. But based on the contango right now, unless that flattens out, we really don’t see much in the way of a major slowdown in the Haynesville. Right now, we have 21 rigs drilling in the Haynesville. That’s one-third of all Haynesville rigs that we have on our acreage currently. So certainly good to see. But, yes, this contango I think is what’s driving mainly the drilling in the Haynesville, so.

John Annis: Terrific. I appreciate all the color. And for my follow-up, I wanted to touch on how you see production trending over the next few quarters on a legacy company basis, that is excluding the pending MB transaction. If we look at your line of sight inventory being well above your maintenance requirements, is it fair to say that there is potential upside to production growth above what the full year guide implies, which is relatively flat based on the midpoint?

Davis Ravnaas: Yes, John. So we said this last quarter and I think we’ll reiterate it. Yes, I mean, the number of net DUCs and permits on our acreage relative to the number needed to keep production flat is at its, I believe, it’s the best level in the company’s history. So we would expect potentially an increase in production above and beyond maintenance levels. That being said, commodity prices are obviously a headwind right now. It wouldn’t be unsurprising for us to see deferred completions on our acreage, which would obviously impact production going forward. We don’t see evidence of that currently. It’s just we don’t have control, obviously, as a mineral company over the timing of those completion. So we feel very good.

It’s inevitable that those DUCs get completed. The super majority, if not all of those permits get developed at some point, we just can’t control the timing. So we feel good about it. We just — there’s just uncertainty around when the timing materializes. Bob or Matt, anything you guys would add to that too?

Matthew Daly: No. I agree that.

Robert Ravnaas: No. I agree.

John Annis: Makes sense. That’s it from me. Thanks again for taking my questions.

Davis Ravnaas: Thank, John.

Operator: Our next question comes from the line of John Freeman with Raymond James. Please proceed with your question.

John Freeman: Hi, guys.

Davis Ravnaas: Hey, John.

Robert Ravnaas: Hey, John. How’s it going?

John Freeman: Good, thanks. I was looking at the last six months, you’ve done over $400 million in acquisitions, with these two very attractive Permian deals and when I looked at kind of the prior kind of four-year run rate, like prior to Hatch, you’re sort of averaging just over $100 million in acquisitions annually. And I’m just — I’m trying to get a sense of just what’s kind of changed that’s created this much more favorable backdrop for you all to get not just the quality of the deals, but also the size of these deals that you’ve done recently relative to the — what was kind of occurring in prior three, four years?

Davis Ravnaas: John, I think that’s an excellent question and thank you for making that observation. We — the largest acquisition we made which was perhaps our most impactful in terms of transforming the company was the Haymaker acquisition we made in 2018. That was $400 million plus acquisition back then. If you had asked us back then what we would have expected in terms of A&D and M&A, I think we would have expected and hoped that we would have been able to continue that sort of cadence of acquisitions being able to do several hundred million dollars every year. What I think changed was there was a major influx of private equity capital cash mostly that came in, in kind of that 2017, 2018 timeframe, more specifically focused on the Permian.

And so I think that made a lot of sellers, well, sellers always prefer cash to equity. I think in that particular timeframe, there was more cash available for sellers to exit too and to accept as consideration. And so I think it was more challenging for us to issue our equity to sellers and be competitive with large war chest of cash that we’re pursuing similar opportunities. At the same time, five years ago, six years ago, most of the mineral positions that existed in the Permian Basin, more specifically the positions of scale that existed in the Delaware Basin, were very, very mature. So we’re talking about very little — and I know you know all this, I’m just providing context for my answer — the production on those assets was very small.

So a lot of these deals were — it could have been $200 million deal but had very little existing production and folks — buyers were expecting a ramp in that production and development activity. We’ve never liked that strategy. We’ve just never done that. And as a public company, we think it’s tough to be buying non-producing assets that are immediately dilutive to distributable cash flow, making a bet on development that you can’t control as a mineral company. So we had to kind of wait it out, so to speak, as a combination of an immature basin that was in the process of maturing and was previously very immature and then a lot of cash buyers on the sidelines. So fast forward to Hatch, Hatch is an asset that was kind of perfect for us from a — and also MB, from the standpoint that it’s immediately accretive to distributable cash flow.

So there was — it was mature enough such that it was a meaningfully accretive asset to us on a cash flow basis, but then it also still had enough running room for us to get really excited about the growth opportunities on the asset as well. And then that coupled with the financing alternatives. We just don’t necessarily see new portfolio companies, major private equity firms coming out with $500 million, $1 billion commitments to go out and buy minerals. And even if they did have those, I don’t think they’re going to be competing for more mature assets like the ones that we’re targeting. So I think it’s kind of a combination of all those factors which has driven the success that we’ve had on the M&A front over the last six months. We haven’t changed anything internally about our underwriting process, which has frankly been virtually untouched for 25 years and we’ve made improvements and modifications to it, but similar approach and the thought process behind it.

So I think it’s more of a confluence of different events and it’s been very welcome. And we hope that it continues going forward. But we certainly didn’t necessarily expect that timing. We didn’t think that we’re going to do $400 million of deals for the last six months. It just happened that we were in the right place at the right time and we’re in a good position to execute. Bob or Matt, anything you guys would add?

Robert Ravnaas: Yes, I’d just like to add that both acquisitions, John, we’re very fortunate. As Davis said, we’re very selective and so there wasn’t any change in underwriting criteria. I’ll never forget looking at Hatch. I know you know Jimmy Murchison too, he and his team just put together an excellent set of assets that we almost couldn’t have asked for anything better. It just checked all the boxes with regard to — our offer was immediately accretive both to cash flow and also on NAV. And then they had a long inventory in the Delaware. So when I first saw that and I saw the engineering runs, I said, I think we’re going to be competitive on this. And I know a lot of — which I think is unfortunate, I think a lot of royalty companies still really do a backstop of looking at dollars per acre.

And I think that on us, as long as everything checks the boxes, if it’s a high quality area with a lot of development, we care less about the dollars per acre or look, we look at it, but we don’t use it as a backstop. The other thing about Hatch is they had a tremendous amount of near-term DUCs and permits. So the other aspect of it is it de-risked for us, it de-risked cash flows over the first year and a half, two years. So we love that. This most current acquisition, we love that too. So we were just very fortunate in both that they came out and they checked our boxes.

Davis Ravnaas: And John, I’ll add on to that just one more side. We’re very lucky to have different owners of mineral baskets, private equity sponsors in particular, and then also just management teams, Bob mentioned the Hatch team, and then also obviously EnCap is a sponsor with MB, these are groups that we’ve done business with in the past and groups that we trust and that we’ve had good experiences with. And so I think that’s just kind of speaks to the importance of relationships in this sector, which is still in the early stages of consolidating.

John Freeman: All that color is great. And actually, I was going to go a different direction, but I’m actually going to stick with the M&A topic because you all touched on a few things, Bob and Davis that I think is interesting is sort of the contrast where on the E&P side, we’ve seen a number of portfolio companies get sold by private equity this year and they generally had good inventory, acreage et cetera, but really high base decline rates relative to who’s acquiring them. And yet, you’ve done two sizable deals and your base decline rate barely budge, right, 12% prior to these two and 13% post. And I guess it’s sort of a) that it’s pretty — it I mean it’s great that you all were able to do that, but it does beg a question just thinking about other deals that may be coming over the next year or two.

If theoretically like a deal, obviously, it’s going to be accretive, I get that that’s the number one priority. But if it’s accretive on all the metrics that you all are focused on, it’s high inventory, it’s in a good area, got good operators, all of that stuff and it comes with a materially higher base decline rate to assess that it would materially affect your base decline rate, is that a deal that you all would still look at under the right circumstances or no, you just — you move on?

Davis Ravnaas: John, great question. We’ve been fortunate that we haven’t really pursued deals that fit that higher decline rate that you’re alluding to at least had meaningful scale up to this point. I think we’re — I think what we would do is we’d be open-minded on those opportunities. I think that we benefit from — as time goes by, obviously, our base decline rate continues to flatten. So the — that’s kind of one of the reasons why Hatch and MB didn’t have such an outsized impact on our base decline rate. As our base decline rate continues to decline and mature, it allows us I think to pursue opportunities like what you’re describing without changing the underlying D&A of our PDP production profile, which is something that’s critically important to us as you know well.

So I think open-minded, I think, that it probably on balance just makes the acquisition more challenging for us to get excited about. I think if the base decline rate was meaningfully higher and meaningfully increased Kimbell’s base decline rate, we would need to see something in terms of what we probably need to see. We need to see more impact. We need to be able to make more money for our shareholders on the accretion front to make it more direct. We need to see more of a meaningful impact on cash flow per unit immediately and then we need to be able to see the ability to drive those cash flows greater over time. So I think it just — it would be less desirable in a package. But I don’t think it would disqualify it from consideration by us.

And frankly, we’re just encouraged that as more specifically the Delaware continues to mature, I think that the production profile of some of those packages, but a lot of them are still in private hands, as you know. I think they’re going to become increasingly — I think we will continue to become increasingly more competitive in acquiring those deals that we missed in the past for all the reasons that I previously mentioned. Hopefully some of that makes sense.

John Freeman: That makes sense. I appreciate it. Thanks again guys for the detailed answers.

Davis Ravnaas: Thanks, John.

Robert Ravnaas: Yes. Thanks, John.

Operator: Our next question comes from the line of Tim Rezvan with KeyBanc. Please proceed with your question.

Tim Rezvan: Good morning, everybody. Thanks for taking my question. I had a couple of quickies just based on prepared comments to help us from a modeling standpoint. Did you say that you expect oil to be 34% of production after the close? And should we assume that as kind of a run rate going forward maybe starting in the third quarter?

Matthew Daly: Yes, this is Matt. Yes, that’s correct. 34% oil weighting in Q2, and of course, we are going to issue guidance here shortly, that will have this deal integrated that will have the revised production numbers, mix of various commodities, cash G&A and so forth. But, yes, 34% would be something to use and that would be something going forward plus or minus a couple of percent.

Robert Ravnaas: And then, Tim, this is Bob. We struck the deal, so that would be a full second quarter after we close. So it won’t be just after the closing date, that’s the effective date. So we’ll get full production beginning in the beginning of the second quarter. So that 34% would apply for the whole second quarter on.

Tim Rezvan: Okay. All right. I appreciate that. And then one thing I was sort of surprised on is this impending acquisition, the pricing seems so attractive that it looks like a little more of a kind of a PDP acquisition. I know there’s some near-term growth. If I heard you correctly, you said three active rigs at the end of the first quarter. Do you expect or did you underwrite kind of longer-term growth? Beyond you talked about the number of producing wells. How do you think about that asset over the next two, three years or what was embedded in your expectations?

Davis Ravnaas: Yes, Bob, do you want me to start out and then you can jump in here, and then Matt?

Robert Ravnaas: Sure.

Davis Ravnaas: So, Tim, great question. Great question. So not as much running room on the drilling front as something like Hatch, right, which has a much longer runway from an inventory standpoint. So love that because Hatch was immediately accretive, but then we also have a lot of inventory in growth to kind of drive future accretion. Contrast that with the MB acquisition, which has, at a much lower cash flow multiple to your point, which is correct, a lot more near term accretion but then less growth going forward. That being said, this isn’t a PDP asset that’s declining. We do see a multi-year inventory on this package, but it’s just not as much running room as Hatch has. And so candidly we kind of look at it and say they are a really nice complement to one another.

We didn’t proactively seek out to buy MB, because it was a good complement to add. It just kind of turned out that way because it is a nice circumstance. But it adds — it kind of drives more near term accretion to cash flow, which everybody is going to see in the second quarter and then that will be well balanced by the longer-term inventory nature of what Hatch has. But no, I don’t want to leave you with the conclusion that we bought an asset that’s peaked out on production rates — has been declining over time, and I think you pointed that out too. I mean, that’s why there’s a meaningful amount of DUC and permit inventory on the rigs that are running on the acreage. I mean, there is running room there, and you can go look at the calls, investor presentation and kind of make your own informed opinion as well.

But there is growth there, just not quite as much as Hatch. But that’s also why we bought it at the multiple of cash flow that we did and didn’t pay as much forward on a cash flow basis as Hatch, and that makes sense.

Tim Rezvan: Yes, totally. Okay. I just wanted to kind of confirm that and that was as expected. And then if I could sneak in a quick final one.

Davis Ravnaas: Sure.

Tim Rezvan: You touched about the $126 million undrawn capacity, $224 million drawn. My understanding that it’s kind of before the — factoring in this acquisition. So could you talk about kind of when the timing wise, when we might see a redetermination or how that liquidity could change?

Davis Ravnaas: Matt, you want to tackle that one?

Matthew Daly: Yes. This is — as Davis said, this is a relatively heavy PDP asset, which the banks gave a lot of credit on the borrowing base increase. So we’re looking at the bank meeting. It will be mid-May. Just throwing out some potential numbers here. You’re probably looking at least a $50 million increase in borrowing base on this transaction, probably could be more than that. And of course, with that increase, you’re looking at about $130 million of liquidity. So a lot of liquidity post this acquisition, and a pro forma leverage ratio around one times.

Tim Rezvan: Okay, that’s great. Thank you, everybody.

Matthew Daly: You bet.

Davis Ravnaas: Thank you.

Robert Ravnaas: Yes, thanks, Tim.

Operator: There are no further questions in the queue. I’d like to hand the call back to management for closing remarks.

Robert Ravnaas: Thanks, everyone. We appreciate your time today and look forward to talking to you again when we report our second quarter earnings. This completes today’s call.

Operator: Ladies and gentlemen, this does conclude today’s teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.