UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

9 Months Ended

Sep. 30, 2022

UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

NOTE 10—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS

The Partnership has issued units representing limited partner interests. As of September 30, 2022, the Partnership had a total of 57,331,833 common units issued and outstanding and 8,211,579 Class B units outstanding.

In November 2021, the Partnership completed an underwritten public offering of 4,312,500 common units for net proceeds of approximately $57.7 million (the “2021 Equity Offering”). The Partnership used the net proceeds from the 2021 Equity Offering to purchase OpCo common units. The Operating Company in turn used the net proceeds to repay approximately $56.0 million of the outstanding borrowings under the Partnership’s secured revolving credit facility.

The following table summarizes the changes in the number of the Partnership’s common units:

	Common Units
Balance at December 31, 2021	47,162,773
Conversion of Class B units	9,400,000
Common units issued under the A&R LTIP (1)	963,835
Restricted units repurchased for tax withholding	(193,604)
Forfeiture of restricted units	(1,171)
Balance at September 30, 2022	57,331,833

(1) Includes restricted units granted to certain employees, directors and consultants under the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan on February 24, 2022.

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 2022	$	0.47	April 22, 2022	May 2, 2022	May 9, 2022
Q2 2022	$	0.55	August 3, 2022	August 15, 2022	August 22, 2022
Q3 2022	$	0.49	November 3, 2022	November 14, 2022	November 21, 2022
Q1 2021	$	0.27	April 23, 2021	May 3, 2021	May 10, 2021
Q2 2021	$	0.31	July 23, 2021	August 2, 2021	August 9, 2021
Q3 2021	$	0.37	October 22, 2021	November 1, 2021	November 8, 2021

The following table summarizes the changes in the number of the Partnership’s Class B units:

	Class B Units
Balance at December 31, 2021	17,611,579
Conversion of Class B units	(9,400,000)
Balance at September 30, 2022	8,211,579

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 prior to distributions on the common units and OpCo common units.

The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.