Good morning. At this time I would like to welcome everyone to the Q1 2019 Black Stone Minerals Earnings Conference Call. All lines have been placed on mute, to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I would now like to turn today’s conference over to Mr. Brent Collins, Vice President of Investor Relations. Please go ahead sir.

Thank you, Sean, and good morning to everyone. Thank you for joining us either by phone or online for Black Stone Minerals first quarter 2019 earnings conference call. Today’s call is being recorded and will be available on our website along with earnings release, which was issued yesterday afternoon. Before we start I’d like to advise you that we will be making forward-looking statements during this call about our plans, expectations and assumptions regarding our future performance. These statements involve risks that may cause our actual results to differ materially from the results expressed for implied and are forward-looking statements. For discussion of these risks, you should refer to the cautionary information about forward-looking statements in our press releases from yesterday and the Risk Factors section of our 10-Q, which will be filed later today. We may refer to certain non-GAAP financial measures that we believe are useful in evaluating our performance, reconciliation of those measures to the most directly comparable GAAP measure and other information about these non-GAAP metrics are described in our earnings release from yesterday, which can be found on our website at blackstoneminerals.com. The company officials on the call this morning are Tom Carter, Chairman and CEO; Jeff Wood, President and CFO; Holbrook Dorn, Senior Vice President of Business Development; Brock Morris, Senior Vice President of Engineering and Geology; and Steve Putman, Senior Vice President and General Counsel. I’ll now turn the call over to Tom.

Thanks. Good morning and thank you for joining us today. Black Stone Minerals had a solid first quarter to begin 2019 and our underlying business is performing well. We had 6.1 net well additions in the first quarter of 2019 of which roughly half came from the Midland, Delaware and the Haynesville. The Bakken and the Eagle Ford were the next largest contributors with the remainder coming from other assets across our portfolio. For perspective, we averaged 5.3 net wells during the course of the same quarter in 2018. So what we saw in the first quarter of this year is a 15% increase. From a rig perspective, at the end of the first quarter, we had a total of 119 drilling rigs operating on us. Over a third of those were in the Midland Basin with XTO, Pioneer, Endeavor and partially operating over half of that activity. A quarter of that total rig count was focused in the Delaware with XTO, Diamondback, Concho and Cimarex comprising half of the activity on our acreage. In Haynesville, we had 15 rigs operating in both Texas and Louisiana; bulk of that activity is led by BP and XTO on our Shelby Trough assets in East Texas. We had 20 rigs or about 20% of the total, operating across the Bakken, Eagle Ford and SCOOP/STACK plays. Finally we had 15 rigs operating typically run by private operators across our asset base outside of those areas. Things are very busy on our acreage and that work is translating into well adds, which lead to new sources of production volumes. On the acquisition front, we purchased approximately $21 million of assets in the quarter, roughly 60% of that was in East Texas where we continue to bolt on to our Shelby Trough position. The remainder…

Thanks Tom. Good morning everyone. We reported total production for the first quarter of 46,800 Boe per day, that’s in the middle of our guidance range for the full year. And while we’re in line with guidance, production was down a bit from what we reported last quarter, so I just want to give a little color and context around that. We took a one-time charge against production and revenue in the first quarter related to a change in estimates of certain of our revenue accruals. This non-recurring adjustment negatively impacted our first quarter reported production by about 2,000 Boe per day. Without that impact, we would have been slightly above the high-end of our full-year production guidance range of 45,000 to 48,000 Boe per day. Now our guidance does include the expectation as we’ll see some shut-ins on our Shelby Trough acreage related offset drilling and fracking operations during the middle of this year, as well as the expectation that our working interest volumes will continue to decline as we are no longer investing any capital into that part of the business. As usual we will give any updates to our guidance levels to the extent that they’re needed with our second quarter results. For now, we don’t see any changes to what we put out in February. Spot prices for oil and gas were lower in the first quarter relative to 4Q of 2018 and differentials for oil widened. As a result our realized prices were down about 15% quarter-over-quarter. Our crude prices have rebounded significantly since the first of the year and differentials have come in as well, so pricing at least for oil looks more positive today. The large loss on commodity derivatives that we’ve posted for the first quarter was all unrealized caused by the…

[Operator Instructions] Our first question comes from the line of Brent Koaches from Raymond James.

Good morning guys. Thanks for taking the question. Just curious and it seems like inevitably every quarter we kind of come back to the distribution coverage question. But, with the conversion about to happen on subunits is there – has there been any changes that you guys have discussed on the policy or kind of how do you think about coverage going forward?

No. Brent, thanks for the question. This is Jeff. No real change there. Our thoughts about coverage is a little lower this quarter than it has been in the past, but we continue to see value and retaining some cash flow for balance sheet management and acquisition funding. So I think you’ll see us continue to do that going forward. The idea is to kind of have a stable and growing distribution, while retaining some cash for those items.

Okay, fair enough. Just then thinking on the acquisition side, I know you talked about $21 million of acquisitions this quarter, last year 2018 was about $150 million. Can you just maybe talk about your kind of outlook on the acquisition market, maybe what you’re seeing in the field and kind of just your outlook for 2018 sort of – for 2019, should expect similar levels this year as last year?

Brent, this is Holbrook. I’ll take that. Q1 was a little slower than expected just the market was a little tighter. But things feel like they’ve opened up a bit. The acquisition market is lumpy and sometimes there’s not as much to buy or there’s not as much that you want to buy as other times. And right now, it feels like we’re hitting our stride and we kind of manually predict, we can put away $150 million comfortably with some outside years [indiscernible] we’ll just see.

Okay. And do you think that you target the use of cash for those acquisitions going forward or is equity going to be a bigger part of the mix?

Equity is always a part of the conversation, so it’s just the mix. It’s just depends on the – interested in. We’ve had a lot of great success using equity in the past few years.

And Brent, this is Jeff. I think you’ve seen that just become sort of more and more common across the face. There’s a lot of benefits to a seller taking back equity including the potential to carry over tax basis, defer recognition of a gain and continue distribution, broaden exposure to minerals. So we have as Holbrook said, we’ve seen a lot of success there and would hope to continue to utilize that going forward.

Great, thanks guys. That’s it for me.

Thanks, Brent.

Your next question comes from the line of TJ Schultz from RBC Capital Markets.

Hi, good morning. Jeff, I think you said you’d have a guidance update next quarter, but nothing really changed as you look at it today. I guess two questions there. First was the revenue accrual impacts considered in the guidance for the year? And then second, if we do expect an update next quarter, when you look at the schedule and you’re expecting in the Shelby area and then the kind of lease bonus structural shift you mentioned, are those the primary points of focus on guidance, anything notably different than what you were seeing a couple of months ago or just anything else we should be watching for? Thanks.

Yes, thanks TJ. So the accrual adjustment was not considered in guidance. So that’s just something we’re going to have to run a little faster to make up for over the course of the year. As you mentioned as I said in my prepared remarks, what was included in guidance and sometimes this can – the timing of this is tough to know with perfect insight. But we do expect some shut-ins in the Shelby Trough area as a couple of our operators look to do some more in-fill drilling work there. So yes, I mean, it’s kind of our normal course TJ that we’ll look to update guidance on the second quarter. For now, I think you’ve hit it, the big pieces that we’re kind of keeping eye on are lease bonus probably more than anything.

I would just – this is Tom. I’d just add that with respect to our statements about evolution of structure and leasing, it’s not yet given that our bonus income will be less than it’s been in the past because that is a number that’s hard to predict. And we have for some time had substantial lease transactions that have not been fully loaded for bonus, but more geared toward drilling. And so, how the mix really plays out as we continue to evolve remains to be seen.

Okay, makes sense. That’s all I had. Thanks guys.

[Operator Instructions] Our next question comes from the line of Philip Stuart for Scotia Howard.

Good morning guys. Just going back to the lease bonus one more time. I know you talked about earlier on the call, that you’re giving up some on the front-end lease bonus payment for more security I guess, in terms of the development of the given acreage that’s being leased. Can you talk about how long you’ve been implementing that strategy, is it something that you have done more in the last six months or is that kind of been the strategy and we’re just kind of seeing it play out more now. I mean, I think it makes sense to give up a little bit more on the lease bonus to have more visibility on the actual development plan on the underlying leases, just trying to figure out if that’s something new or if that’s kind of been ongoing for a while now?

This is Tom, I’ll take that. Well to answer that question, I could talk for an hour or so about that business model. But, I’ll try to put it this way, it’s not only transparency and control, what we have called in some of our investor presentations, navigational influence on where and when rigs go out there. But it also has to do with the economics of the given plays. And for example the per well economics in the Haynesville are not necessarily the same as the per well economics in the in the Delaware. And so to compete for capital, one place where you can adjust your economics is in what the upfront cost of the lease is, so that’s a part of it. But I would say that over the course of our history, from time to time especially on larger transactions and when I say larger, where we have blocks with full or near full interest as opposed to smaller interest over a broad area. We have structured drilling commitments a little bit differently than industry norm and sometimes that has seen diminution in bonus income in favor of significant well commitment.

Okay. I think that makes a lot of sense. And then I guess my next question is more just on general activity. In the Permian, obviously it’s becoming a more and more important area for Black Stone given the amount of money that you guys have invested there over the last two years. It seems like anecdotally from listening to the E&P calls kind of you know during 1Q that, most operators’ completion schedules are a little bit more back-end weighted and front-end weighted. Is that what you guys are seeing on your side of things?

We’re seeing kind of a steady level of activity throughout the year to be honest with you. As people move to full development mode is probably going to get a little bit lumpier and lumpier or as time goes on as rigs just hit on one pad and drill out a full 1,280 or stand up 640, whatever we have it. But so far we’ve been fortunate, where we feel like we’re kind of on the front-end of that curve. So we’re expecting a pretty active year in both the Midland and the Delaware throughout 2019.

Okay, appreciate the color there. And if I could, just one more and I’m sorry if you all touched on this earlier on in the call, I was a little late joining. But any update on the PepperJack?

Sure, this is Brock Morris. The well has been completed and has been producing for a few weeks without tubing. The well is currently shut in, they’re in the process of running tubing. Fortunately it’s making a little bit more hydrocarbon liquids than we anticipated, the rates we’re kind of below the critical flow rates for liquid loading. So they’ll be running the tubing and back online by the end of this week.

Okay. So next update there would maybe be on the next earnings call?

Yes, we should have enough data to kind of see what that will and then the development of the prospect is going to look like.

All right, that’s it for me. Thanks guys.

Your next question comes the line of Kashy Harrison from Simmons Energy.

Good morning everyone and thank you for taking my questions. So Tom in your prepared remarks you highlighted the 11% distribution growth over the past several years. Any early thoughts on how we should be thinking about distribution growth post conversion?

Well I think in prior calls and presentations that we have made, we have signaled an expectation for 3% to 5% distribution growth over the foreseeable future and certainly we strive everyday to do better than that. But I think that is an area – that’s our stated outlook at this time and we sure aim to do better than that.

Okay, that’s great color there. And then Holbrook, as you alluded to the – there’s been more activity in the mineral space, it does seem like its heating up. I was just wondering, has increased competition begun to impact the opportunity set and the ability to earn the returns on invested capital that you’ve been able to get over the past several years? Is competition beginning to impact returns?

The short answer is we’ve had a great last five years of deploying capital and buying some really high quality assets that have outperformed our underwriting, despite billions of dollars coming into the space. So, so far we’ve been able to find our spots fairly successfully. And we’ll see what the future holds, but it hasn’t slowed us down yet.

I would add, having been buying minerals since the late 80’s it’s always been competitive.

So, Kash, I would point – This is Jeff, I would point out there’s been just a tremendous influx of private equity money that’s come into the space over the past three, four or five years. So I mean that the competition has been here for a while. All during this time as Holbrook said, we think we’ve made a number of really attractive deals.

Got you, now that’s helpful. And then and then maybe another one for Holbrook, more than nuance question. The Austin Chalk that you highlighted in the press release, was that Texas? Was that Louisiana? And if it wasn’t Texas, what counties was that referencing?

That was in Tyler County, Texas which is East Texas. We own a ton of minerals from getting in this field to the Texas, Louisiana state line as you can guess all through the timber belt there, which is all-chalk country. That’s where Old Brooklyn field in Ohio, pressure chalk in Anadarko was running with back from 04 to 07-ish probably. So we have a tremendous amount of chalk exposure if that play continues to take off, in that part of the fairway. But then over in Louisiana we have significant exposure there as well, not only surrounding the Equinor position, but also offsetting Marathon’s pilot well up there just north of where EOG is permitted a second well. And then throughout that will chalk TMS fairway. So we’re a big cheerleader for the play, and if it doesn’t work we should be beneficiaries.

That sounds very exciting, we’ll be following up with you on that on other calls. And then maybe just a final one for anyone on the call. I was just curious, how many months or years of visibility do you have with respect to the operators you mentioned earlier in the Shelby Trough, just trying to get a sense of how much visibility they’re giving you, how they’re thinking about activity not just for this year or next year just something to get a sense of how the Shelby is going to evolve over time?

This is Tom, I’ll take a shot at that. In the Shelby Trough, our contracts with our operators are all well count calibrated and there are incentives around well counts. I think we have very good visibility about what our operators will do as long as the economics of the properties are viable to their capital structure. So I think the way to answer that question is, if you think gas is going to stay in the 250 to 350 range over the next five years, I think we have a very good view as to how many wells will be drilled out there. Greater than that, more, less than 250, things can slow down.

I like it. That’s very helpful. Sorry, go ahead.

Within our good solid rate of return, we compete very well for capital out there and all of our operators are incented to on rig count.

That’s very helpful. Thank you. That’s it for me and have a good rest of the day.

Your next question comes from Tim Howard from Stifel.

Hi, thanks for taking my question. Sorry if I missed this, but could you talk to how the rig count has changed since the 4Q update? Where you’ve seen additions and subtractions? And then could you also discuss how the operator breakdown is between private and public companies and maybe how that’s evolved over the last six or 12 months? Thanks.

I don’t have my rig count numbers for last quarter in front of me. I can tell you we’re expecting increased activity throughout our Permian assets in 2019 versus 2018. And we’re also expecting increases in activity in the Shelby Trough. This is Holbrook by the way, excuse me. Operator, public versus private, it really just depends on where you are and the Permian, that’s really gone to a public dominated space. I don’t know if you’re very familiar with the Haynesville, but the Louisiana Haynesville today is really dominated by private equity backed companies. And so that’s who’s driving most activity on our Louisiana Haynesville assets. Within the Shelby Trough, we really just have two primary operators, BP and Exxon XTO. And then the Bakken is a little bit more of a mix of private and public. But I would say the public guys are still the dominating force in that play. Eagle Ford lastly is going to be dominated by public companies for the most part. And then once you get outside, kind of your core resource plays and more into the conventional world, that’s – you’re going to see more private operators driving that activity.

And Tim, this is Jeff. So we had – we were overall just slightly up on active rigs kind of quarter-over-quarter just very slightly. And we had increases across all of our major resource plays and a bit of a decrease in number of active rigs quarter-over-quarter on sort of everything else. So it’s sort of what you would expect, the major resource plays continue to draw the majority of capital. And so we saw increases in each of those four major plays of Permian, Haynesville, Bakken and Eagle Ford and a little bit of a decline in active rigs on the others.

That’s helpful. Thank you.

[Operator Instructions]

Okay. I guess that’s the end of the Q&A. And as always we thank you for dialing in to our call and your interest in Black Stone and we look forward to talking with you next quarter.

And this concludes today’s conference. You may now disconnect.