LB 10-Q
LandBridge Co LLC (LB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.)
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 4, 2025, the registrant had
TABLE OF CONTENTS
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PART I — FINANCIAL INFORMATION
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Item 1. |
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8 |
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Condensed Consolidated Statements of Shareholders’ and Member’s Equity |
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10 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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11 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 3. |
38 |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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2
GLOSSARY
The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in the industry:
Bbl. One barrel of volume used for measuring oil.
Boe. A barrel of oil equivalent, which is used to express crude oil, NGL and natural gas volumes on a comparable crude oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of crude oil or NGL.
Brackish water. Water with salinity levels between seawater and freshwater.
Completion. The process of preparing a well for the production of oil and gas by injecting high-pressure fluids mixed with proppants to create fractures in reservoir rock to enhance permeability.
Crude oil. A mixture of hydrocarbons that exists in liquid phase in natural underground reservoirs and remains liquid at atmospheric pressure after passing through surface separating facilities.
Delaware Basin. A geological depositional and structural basin in West Texas and southern New Mexico, which is a part of the Permian Basin.
Desert Environmental. Desert Environmental LLC, a Delaware limited liability company, a portfolio company of funds affiliated with Five Point and an affiliate of the Company.
Division. The plan of division dividing NDB LLC into two Delaware limited liability companies pursuant to which the holders of NDB Incentive Units were issued an identical number of Incentive Units at LandBridge Holdings.
East Stateline Ranch Acquisition. The acquisition of approximately 103,000 surface acres in Loving and Winkler Counties, Texas and Lea County, New Mexico from a private third-party seller in May 2024.
E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.
Five Point. Five Point Infrastructure LLC, a Delaware limited liability company and our financial sponsor.
GAAP. Accounting principles generally accepted in the United States of America.
Incentive Units. Management incentive units consisting of time-based awards of profits interests in LandBridge Holdings.
LandBridge. LandBridge Company LLC, a Delaware limited liability company.
LandBridge Holdings. LandBridge Holdings LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point that owns 100% of our Class B shares.
MBbls. One thousand barrels of crude oil, condensate or NGLs.
Mboe. One thousand BOE.
Mboe/d. One thousand BOE per day.
Mcf. One thousand cubic feet of natural gas.
Mineral interest. Real-property interests that grant ownership of oil and natural gas under a tract of land and the rights to explore for, develop, and produce oil and natural gas on that land or to lease those exploration and development rights to a third party.
MMcf. One million cubic feet of natural gas.
NDB Incentive Units. Incentive units consisting of time-based awards of profits interests in NDB LLC granted to certain individuals awarded prior to the Division.
NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company.
3
NGL. Natural gas liquid.
OpCo. DBR Land Holdings LLC, a Delaware limited liability company.
Operator. The individual or company responsible for the development and/or production of an oil or natural gas well.
Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico with significant historical and current oil and gas exploration and production activity.
Produced water. Water produced from an oil and natural gas well alongside crude oil and natural gas.
Produced water handling facilities. Facilities utilized for the treatment, handling and disposal of produced water.
Rod. A rod is a unit of measure of 16.5 feet that is measured in linear feet.
Royalty. A real property interest that entitles the owner the right to receive a portion of the production (or the proceeds therefrom) produced from the underlying real property or a payment for the use of such underlying real property, and does not require the owner to pay any portion of the production or development costs.
WaterBridge. Collectively, WaterBridge NDB Operating LLC and WaterBridge Operating LLC, each (i) a Delaware limited liability company, (ii) a portfolio company of funds affiliated with Five Point and (iii) an affiliate of the Company, and their respective subsidiaries.
Wolf Bone Ranch Acquisition. The acquisition of approximately 46,000 largely contiguous surface acres in the Southern Delaware Basin.
WTI. West Texas Intermediate, a grade of crude oil commonly used in reference to pricing for crude oil.
4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “may,” “assume,” “forecast,” “could,” “would,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” “budget” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events at the time such statements were made. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section entitled “Risk Factors” included elsewhere in this Quarterly Report and each of the other factors set forth in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), and in other reports filed with the United States Securities and Exchange Commission (the “SEC”). By their nature forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Quarterly Report are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations, cash flows and financial position and could cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements may include statements about:
5
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of business in our industry. We disclose important factors that could cause our actual results to differ materially from our expectations under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A shares are described under “Risk Factors,” included in our 2024 Form 10-K. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
6
LandBridge Company LLC and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
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June 30, |
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December 31, |
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2025 |
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2024 |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Related party accounts receivable (Note 10) |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment, net |
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Intangible assets, net |
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Deferred tax assets |
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Other assets |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Taxes payable |
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Related party accounts payable (Note 10) |
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Accrued liabilities |
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Current portion of long-term debt |
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Deferred revenue |
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Other current liabilities |
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Total current liabilities |
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Non-current liabilities: |
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Long-term debt, net of debt issuance costs |
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Other long-term liabilities |
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Total non-current liabilities |
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Total liabilities |
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Class A shares, shares authorized and |
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Class B shares, shares authorized and |
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Retained earnings |
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Total shareholders’ equity attributable to LandBridge Company LLC |
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Noncontrolling interest |
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Total shareholders’ equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements
7
LandBridge Company LLC and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues: |
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Surface use royalties |
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$ |
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$ |
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$ |
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$ |
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Surface use royalties - Related party (Note 10) |
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Easements and other surface-related revenues |
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Easements and other surface-related revenues - Related party (Note 10) |
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Resource sales |
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Resource sales - Related party (Note 10) |
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Resource royalties |
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Resource royalties - Related party (Note 10) |
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Oil and gas royalties |
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Total revenues |
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Resource sales-related expense |
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Other operating and maintenance expense |
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General and administrative expense |
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Depreciation, depletion, amortization and accretion |
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Other operating expense, net |
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Operating income (loss) |
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( |
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Interest expense, net |
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Other income |
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( |
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Income (loss) from operations before taxes |
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( |
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( |
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Income tax expense |
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Net income (loss) |
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$ |
( |
) |
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$ |
( |
) |
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Net income attributable to noncontrolling interest |
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Net income attributable to LandBridge Company LLC |
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$ |
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$ |
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Net income per share of Class A shares |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average shares outstanding of Class A shares |
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Basic |
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Diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements
8
LandBridge Company LLC and Subsidiaries
Condensed Consolidated Statements of Shareholders’ and Member’s Equity
(in thousands, except share amounts)
(unaudited)
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Class A |
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Class B |
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Retained Earnings |
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Non- |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Amount |
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Amount |
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Amount |
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Balance at January 1, 2025 |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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Deemed non-cash contributions |
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- |
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- |
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- |
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- |
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- |
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RSU share-based compensation expense |
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- |
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- |
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- |
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- |
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Cancellation of Class B shares |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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Tax distributions |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Dividends and distributions |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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( |
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RSU dividend equivalent rights |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
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Changes in ownership interest adjustment |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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Offering costs |
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- |
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( |
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- |
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- |
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- |
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- |
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( |
) |
Balance at March 31, 2025 |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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Deemed non-cash contributions |
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- |
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- |
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- |
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- |
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- |
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RSU share-based compensation expense |
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- |
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- |
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- |
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- |
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Redemption of Class B shares for Class A shares |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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Cancellation of Class B shares |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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Tax distributions |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Dividends and distributions |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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( |
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RSU dividend equivalent rights |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
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Changes in ownership interest adjustment |
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- |
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- |
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- |
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- |
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( |
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- |
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Tax impact of ownership interest adjustment |
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- |
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- |
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- |
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- |
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|
- |
|
|
|
|
||
Offering costs |
|
|
- |
|
|
( |
) |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
$ |
|
|
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Member’s Equity |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|||||||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||||
Deemed non-cash contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||||
Contribution from member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||||
Deemed non-cash contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See accompanying notes to the unaudited condensed consolidated financial statements
9
LandBridge Company LLC and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation, depletion, amortization and accretion |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Share-based compensation |
|
|
|
|
|
|
||
Deferred income tax expense |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
|
Related party accounts receivable |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Related party accounts payable |
|
|
|
|
|
|
||
Deferred revenue |
|
|
( |
) |
|
|
|
|
Accrued liabilities and other liabilities |
|
|
( |
) |
|
|
|
|
Taxes payable |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Acquisitions |
|
|
( |
) |
|
|
( |
) |
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of assets |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Contributions from member |
|
|
|
|
|
|
||
Dividends, dividend equivalents, and distributions paid |
|
|
( |
) |
|
|
|
|
Proceeds from term loan |
|
|
|
|
|
|
||
Repayments on term loan |
|
|
( |
) |
|
|
( |
) |
Proceeds from revolver |
|
|
|
|
|
|
||
Repayments on revolver |
|
|
( |
) |
|
|
|
|
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Offering costs |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents - beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents - end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
See accompanying notes to the unaudited condensed consolidated financial statements
10
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
LandBridge Company LLC (the “Company,” “LandBridge,” “we,” “our” or “us”) is headquartered in Houston, Texas and was formed on September 27, 2023 as a Delaware limited liability company to serve as the issuer in an initial public offering (the “IPO”) that occurred on July 1, 2024. We are governed by our First Amended & Restated Limited Liability Company Agreement, dated as of July 1, 2024 (the “A&R LLC Agreement”), which was entered into in connection with the IPO.
Our accounting predecessor is DBR Land Holdings LLC (“OpCo”) and its subsidiaries. OpCo was formed in September 2021. We are a holding company whose principal asset consists of membership interests in OpCo (“OpCo Units”). As the managing member of OpCo and its subsidiaries, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business.
We generate revenue primarily from the use of our surface acreage, the sale of resources from our land and oil and natural gas royalties. The use of surface acreage generally includes easements or leases and various surface use royalties. Sale of resources generally includes sales of brackish water and other surface composite materials. Our assets consist mainly of fee surface acreage, oil and natural gas mineral interests, brackish water wells and ponds and related facilities.
We own surface acreage in and around the Delaware Basin across Andrews, Loving, Reeves, Pecos and Winkler Counties in Texas and Eddy and Lea Counties in New Mexico and we own oil and natural gas mineral interests in Loving and Reeves Counties, Texas.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.
In these Financial Statements, periods prior to the IPO reflect the financial statements of OpCo and its subsidiaries. Periods subsequent to the IPO closing on July 1, 2024, reflect the financial statements of the consolidated Company, including LandBridge, OpCo and its subsidiaries.
Results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2025.
Adjustment of Previously Issued Financial Statements
Subsequent to the issuance of the Company’s Consolidated Financial Statements filed in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company identified two errors in connection with its December 2024 private placement of Class A shares and the corresponding purchase of
We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99 and Staff Accounting Bulletin No. 108, and concluded the error was not material to any of our previously-issued quarterly or annual financial statements. However, we determined that it was appropriate to revise the applicable items in our previously-issued
11
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
financial statements. The adjustment to deferred tax assets of $
Consolidated Balance Sheets |
|
December 31, 2024 |
|
|||||||||
(in thousands) |
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|||
Deferred tax assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total non-current assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Class A shares, shares authorized and |
|
|
|
|
|
( |
) |
|
|
|
||
Total shareholders’ equity attributable to LandBridge Company LLC |
|
|
|
|
|
( |
) |
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|||
Total shareholders’ and member’s equity |
|
|
|
|
|
|
|
|
|
|||
Total liabilities and equity |
|
|
|
|
|
|
|
|
|
|||
Consolidated Balance Sheets |
|
March 31, 2025 (Unaudited) |
|
|||||||||
(in thousands) |
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|||
Deferred tax assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total non-current assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Class A shares, shares authorized and |
|
|
|
|
|
( |
) |
|
|
|
||
Total shareholders’ equity attributable to LandBridge Company LLC |
|
|
|
|
|
( |
) |
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|||
Total shareholders’ equity |
|
|
|
|
|
|
|
|
|
|||
Total liabilities and equity |
|
|
|
|
|
|
|
|
|
|||
Consolidated Statements of Shareholders’ and Member’s Equity |
|
Class A Amount |
|
|
Non-controlling interest amount |
|
|
Total Shareholders’ and Member’s Equity |
|
|||||||||||||||||||||||||||
(in thousands) |
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|||||||||
Changes in ownership interest adjustment |
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
||
Tax impact of interest adjustment |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||||
Balance at December 31, 2024 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
12
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Consolidated Statements of Shareholders’ Equity |
|
Class A Amount |
|
|
Non-controlling interest amount |
|
|
Total Shareholders’ Equity |
|
|||||||||||||||||||||||||||
(in thousands) |
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Adjusted |
|
|||||||||
Balance at January 1, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Changes in ownership interest adjustment |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Balance at March 31, 2025 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidation
We have determined that the members with equity at risk in OpCo lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OpCo’s economic performance; therefore, OpCo is considered a variable interest entity. As the managing member of OpCo, we operate and control all of the business and affairs of OpCo and also have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate OpCo.
The Financial Statements include the accounts of the Company, OpCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Noncontrolling Interest
Our Financial Statements include a noncontrolling interest representing the percentage of OpCo Units not held by us. The noncontrolling interest is subject to change in connection with various equity transactions such as issuances of Class A shares, the redemption of Class B shares (and corresponding OpCo Units) for Class A shares, or the cancellation of Class B shares (and corresponding OpCo Units).
Segment Information
The Company operates in a single operating and reportable segment. All of our long-lived assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. The Company’s
Significant Accounting Policies
As of June 30, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies of its consolidated financial statements contained in the 2024 Form 10-K. There were no significant updates or revisions to our accounting policies during the three and six months ended June 30, 2025.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Whenever available, fair value is based on or derived from observable market prices or parameters. When observable market prices or inputs are not available, unobservable prices or inputs are used to estimate the fair value. The three levels of the fair value measurement hierarchy are as follows:
13
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
The carrying value of the Company’s cash and cash equivalents, accounts receivable, net of current expected credit losses, and accounts payable and accrued liabilities reported on the condensed consolidated balance sheets approximate fair value due to their highly liquid nature or short-term maturity.
The Company adjusts the carrying amount of certain non-financial assets, property, plant and equipment and definite-lived intangible assets, to fair value on a non-recurring basis when impaired.
The fair value of debt is the estimated amount the Company would have to pay to transfer its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Refer to Note 6 — Debt for additional information.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This guidance further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. We plan to adopt this guidance and comply with the disclosure requirements when it becomes effective for our 2025 annual report. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires tabular disclosure of specified natural expenses in certain expense captions, a qualitative description of amounts that are not separately disaggregated, and disclosure of the Company's definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes effective for annual periods beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.
On February 25, 2025, the Company acquired approximately
On April 11, 2025, the Company acquired approximately
14
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
As of June 30, 2025 and December 31, 2024, property, plant and equipment, net of accumulated depreciation and depletion consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Oil and natural gas properties |
|
|
|
|
|
|
||
Proved |
|
$ |
|
|
$ |
|
||
Unproved |
|
|
|
|
|
|
||
Total oil and natural gas properties |
|
|
|
|
|
|
||
Land and land improvements |
|
|
|
|
|
|
||
Water wells, pipelines, facilities, ponds and related equipment |
|
|
|
|
|
|
||
Buildings, vehicles, equipment, furniture and other |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: accumulated depreciation and depletion |
|
|
( |
) |
|
|
( |
) |
Total property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Depreciation expense and depletion expense for the three and six months ended June 30, 2025 and 2024 are shown in the following table:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Depreciation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Depletion expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and depletion expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Our predecessor, OpCo, is a Delaware limited liability company treated as a partnership and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity level during the periods prior to the IPO. Instead, taxable income is allocated to members, including the Company, and, except for Texas franchise tax, any taxable income of OpCo is reported in the respective tax returns of its members.
In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates.
The calculation of our effective tax rate was as follows for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Income (loss) before income taxes |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Income tax expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Effective tax rate |
|
|
% |
|
|
( |
%) |
|
|
% |
|
|
( |
%) |
||
The effective tax rate for the three and six months ended June 30, 2025 was lower than the statutory rate of
15
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
On May 23, 2025, LandBridge Holdings redeemed
The Company regularly evaluates all deferred tax assets as to their future realization using positive and negative evidence. As of June 30, 2025, the Company believes it is more likely than not that all deferred tax assets will be realized and as a result, the Company has not recorded a valuation allowance against its deferred tax assets.
On July 4, 2025, new U.S tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or the "BBB Act") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the BBB Act makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.
As of June 30, 2025 and December 31, 2024, our debt consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Term loan |
|
$ |
|
|
$ |
|
||
Revolving credit facility |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs (1) |
|
|
( |
) |
|
|
( |
) |
Total long-term debt |
|
$ |
|
|
$ |
|
||
Credit Facilities
On July 3, 2023, the Company entered into (i) a
We may elect for outstanding borrowings under our Credit Facilities to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR Loans”) plus
|
|
Pre-IPO |
|
|
Post-IPO |
|
Term SOFR applicable margin |
|
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|
|||
Base Rate applicable margin |
|
|
|
|||
Commitment fees |
|
|
% |
|
||
Interest on all outstanding Term SOFR Loans is payable on the last day of each interest period. Interest on all outstanding Base Rate Loans is payable on the first day of each calendar quarter.
16
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Our Credit Facilities are secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our Credit Facilities as guarantors.
Subject to certain exceptions and materiality qualifiers, our Credit Facilities include certain customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational documents and material agreements. Our Credit Facilities allow us to make cash restricted payments to our shareholders in accordance with the Company’s constituent documents, subject to the following conditions: (i) if the Company’s pro forma leverage ratio is less than
In addition, we are required to comply with the following financial maintenance covenants: (i) a maximum leverage ratio as of the last day of each fiscal quarter of
Our Credit Facilities contain customary events of default, including for our failure and the failure of other loan parties to comply with the various financial, negative and affirmative covenants under our Credit Facilities (subject to the cure provisions set forth therein). During the existence of an event of default (as defined under our Credit Facilities), the agent, with the consent of or at the direction of the required lenders thereunder, has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under our Credit Facilities to be immediately due and payable.
The estimated fair value of our Credit Facilities approximates the principal amount outstanding because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.
Term Loan
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Debt issuance cost amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense incurred |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
17
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Revolving Credit Facility
|
|
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|
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|
|
June 30, |
|
|
December 31, |
|
||||
|
|
|
|
|
|
|
|
2025 |
|
|
2024 |
|
||||
Total facility size |
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|
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|
$ |
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|
$ |
|
||||
Less: |
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|
||||
Outstanding balance |
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|
||||
Letters of credit issued |
|
|
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|
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|
||||
Available commitment |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unamortized debt issuance costs |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
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|
|
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|
|
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|
||||
|
|
Three Months Ended |
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Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Debt issuance cost amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense incurred |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Shareholders’ Equity
Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the A&R LLC Agreement. Class B shares are not entitled to participate in any dividends our Board may declare.
Redemptions
On May 23, 2025, LandBridge Holdings redeemed
During the year ended December 31, 2024,
Cancellations
During the three months ended June 30, 2025, OpCo and the Company cancelled
During the three months ended March 31, 2025, OpCo and the Company cancelled
18
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
Dividends and Distributions
(in thousands, except for per share amounts) |
|
Date of Record |
|
Dividends Paid to Class A Shareholders |
|
|
Distributions |
|
|
Rate Per |
|
|||
First Quarter |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Second Quarter |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tax Distributions |
|
|
|
|
|
|
|
Tax Distributions to LandBridge Holdings |
|
|
First Quarter |
|
|
|
|
|
|
|
$ |
|
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Second Quarter |
|
|
|
|
|
|
|
$ |
|
|
On
A summary of the Company’s aggregate share-based compensation expense is shown below. Share-based compensation expense allocated to the Company is recognized as a deemed non-cash contribution to or distribution from shareholders’ equity on the condensed consolidated balance sheets. Substantially all share-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations.
|
|
Three Months Ended |
|
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Six Months Ended |
|
||||||||||
|
|
2025 |
|
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2024 |
|
|
2025 |
|
|
2024 |
|
||||
Incentive units |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted share units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Share-based compensation expense related to incentive units for the three and six months ended June 30, 2025, consists only of the Incentive Units. Share-based compensation expense related to incentive units for the three and six months ended June 30, 2024, consists only of the NDB Incentive Units. NDB Incentive Units were liability awards resulting in periodic fair value remeasurement prior to the Division.
Incentive Units
A summary of Incentive Units activity during the six months ended June 30, 2025 is shown in the following table:
|
|
Incentive Units |
|
|
Weighted Average Grant Date Fair Value |
|
|
Weighted Average Remaining Contractual Term (years) |
|
|||
Outstanding at December 31, 2024 |
|
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|
|
$ |
|
|
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|
|||
Granted |
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|
|||
Forfeited |
|
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|
|||
Outstanding at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
|
|
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|
|
|
|
|
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|
|||
19
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
As of June 30, 2025, remaining unrecognized compensation expense for the Incentive Units was $
Restricted Share Units
Under the LandBridge Company LLC Long Term Incentive Plan (the “LTIP”), participants were granted restricted share units (“RSUs”) which are subject to graded vesting generally ranging from one to three years. The fair value of the awards is based on our stock price on the date of grant with compensation expense recognized on a straight-line basis over the applicable vesting period.
A summary of RSU activity during the six months ended June 30, 2025 is shown in the following table:
(in thousands, except fair value data) |
|
RSUs |
|
|
Weighted Average Grant Date Fair Value |
|
|
Weighted Average Remaining Contractual Term (years) |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding at December 31, 2024 |
|
|
|
|
$ |
|
|
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|
||||
Granted |
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|
||||
Forfeited |
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|
||||
Vested |
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|
||||
Outstanding at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of June 30, 2025, remaining unrecognized compensation expense for the RSUs was $
20
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
The Company’s unvested RSUs are deemed to be participating securities; therefore, the Company applies the two-class method for the calculation of basic EPS for the Class A shares. Diluted EPS attributable to Class A shares is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
Class B shares are considered potentially dilutive shares of Class A shares because Class B shares are convertible into Class A shares on a one-for-one basis; therefore, the Company applies the if-converted method for the calculation of diluted EPS for the Class A shares.
We determined that the presentation of EPS for the period prior to the IPO would not be meaningful due to the significant nature of the change to our capital structure as part of the IPO. Therefore, EPS information has not been presented for periods prior to the IPO.
The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the three and six months ended June 30, 2025, which represents the periods subsequent to the IPO.
(in thousands, except for share and per share amounts) |
|
Three Months Ended June 30, 2025 |
|
|
Six Months Ended June 30, 2025 |
|
||
Numerator |
|
|
|
|
|
|
||
Net income attributable to LandBridge Company LLC |
|
$ |
|
|
$ |
|
||
Less: Earnings allocated to participating securities |
|
|
|
|
|
|
||
Basic net income attributable to LandBridge Company LLC |
|
|
|
|
|
|
||
Plus: Net income attributable to noncontrolling interest |
|
|
|
|
|
|
||
Plus: Undistributed earnings reallocation adjustment to participating securities |
|
|
( |
) |
|
|
( |
) |
Diluted net income attributable to Class A shareholders |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
|
||
Basic weighted average shares outstanding |
|
|
|
|
|
|
||
Dilutive Class B shares outstanding |
|
|
|
|
|
|
||
Diluted weighted average shares outstanding |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Basic net income per share of Class A shares |
|
$ |
|
|
$ |
|
||
Diluted net income per share of Class A shares |
|
$ |
|
|
$ |
|
||
21
LandBridge Company LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
Financial Statements Location |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues - Related Party |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affiliate access agreements |
Surface use royalties |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Affiliate access agreements |
Easements and other surface-related revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affiliate access agreements |
Resource royalties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affiliate access agreements |
Resource sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
June 30, |
|
|
December 31, |
|
||
|
Financial Statements Location |
|
2025 |
|
|
2024 |
|
||
Accounts Receivable - Related Party |
|
|
|
|
|
|
|
||
Affiliate access agreements |
Related party accounts receivable |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Accounts Payable - Related Party |
|
|
|
|
|
|
|
||
Shared services agreement |
Related party accounts payable |
|
$ |
|
|
$ |
|
||
Shared Services Agreement
The Company is party to a services agreement with WaterBridge Operating LLC (“WaterBridge Operating”), an affiliate of the Company, and other affiliates pursuant to which the Company receives common management and general, administrative, overhead and operating services in support of the Company’s operations and development activities. The Company reimburses all fees incurred by WaterBridge Operating or its affiliates for services provided to the Company under the agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting the Company. For shared expenses paid on behalf of the Company, the costs are directly allocated to the Company based on its pro rata share of the expenses. For the three months ended June 30, 2025 and 2024 the Company paid approximately $
Affiliate Access Agreements
The Company is party to facility access and surface use agreements and easements and rights-of-way with WaterBridge Texas Midstream LLC, WaterBridge Stateline LLC and Desert Environmental, each an affiliate of the Company. Under these agreements, the Company has granted such affiliates certain rights to construct, operate and maintain produced water, brackish water and waste reclamation facilities on our land, as applicable, in the ordinary course of business. Each of these agreements includes a standard fee schedule and provision for specified surface use activities. Each of these agreements also includes a provision for royalties related to certain specified activities.
Equity Sponsor Services Agreement
Five Point Infrastructure LLC (“Five Point”), our financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and certain legal services provided by Five Point. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. The Company recognized general and administrative expense related to GIS and legal services of $
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and notes thereto in the 2024 Form 10-K and our unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report. Except as otherwise indicated or required by context, references to “LandBridge,” the “Company,” “we,” “us,” “our” and like terms refer (i) prior to the consummation of the reorganizations of entities under common control (the “Corporate Reorganization”) and the initial public offering that occurred on July 1, 2024 (the “IPO”), to OpCo and its subsidiaries, our predecessor for financial reporting purposes and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, to LandBridge and its subsidiaries, including OpCo and its subsidiaries.
The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. We assume no obligation to publicly update any of these forward-looking statements except as otherwise required by applicable law.
Our financial statements have been prepared in accordance with GAAP. The unaudited condensed consolidated financial statements included herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. The historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of us.
Overview
Land is a fundamental requirement for the development and production of energy and the construction of critical infrastructure. As of June 30, 2025, we owned approximately 277,000 surface acres in and around the Delaware Basin sub-region in the prolific Permian Basin, which is the most active area for oil and natural gas exploration and development in the United States. Access to expansive surface acreage is necessary for oil and natural gas development, solar power generation, power storage, digital infrastructure and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy and infrastructure development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage energy and infrastructure development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.
We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is a leading integrated, pure-play water infrastructure company that operates a large-scale network of pipelines and other infrastructure in the Delaware Basin. These relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends, which we leverage to encourage and support the development of critical infrastructure on our land and generate additional revenue for us. We receive royalties for each barrel of produced water that WaterBridge handles on our land as well as surface use payments for infrastructure constructed on our land.
Market Condition and Outlook
Over the last several years, the global economy, and more specifically the oil and natural gas industry, has experienced significant volatility, impacted by global conflicts, such as the Russia-Ukraine war, the Israel-Hamas conflict and heightened tensions in the Middle East, including with Iran, domestic political activity, including the BBB Act, tariffs, foreign trade policies and international trade conflicts, the activities of OPEC, and elevated inflation, interest rates and costs of capital and industry consolidation. High levels of activity in the Delaware Basin have resulted in industry consolidation and labor and supply chain challenges, which has impacted drilling, completion and production activity. This volatility has driven material swings in WTI pricing, which has subsequently impacted development and production decisions of E&P companies.
23
Global macroeconomic developments, such as the aforementioned BBB Act and the development or change in international trade policies, including the imposition of U.S. and/or foreign tariffs, may adversely affect our customers’ ability to source raw materials and, as a result, reduce their activity on or around our land. As a result, any trading disruption (such as tariffs, product restrictions, etc.) in the trading relationships between the U.S. and other nations may adversely impact our business.
Despite these challenges, we believe the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Additionally, such development may be aided by President Trump’s various Executive Orders relating to energy production, which include expedited approvals for energy resource infrastructure as well as the removal of various impediments to the development of domestic energy resources, including oil and gas. We are well-positioned to benefit from the continued build out of supporting infrastructure in the region which will require access to surface acreage. In addition, we expect to benefit from advancements in alternative forms of energy. While these incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels, alternative energy technologies often require access to material surface acreage and supporting infrastructure, which we are also well positioned to provide and facilitate.
Second Quarter Results
Significant financial and operating highlights for the second quarter of 2025 include:
(1) Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures and reconciliations to the most comparable GAAP measures. See also “How We Evaluate Our Operations” for more information regarding Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin.
Net income and net income margin for the second quarter of 2025 include non-cash share-based compensation expense of $11.2 million, of which $2.2 million is attributable to RSUs issued by the Company and $9.0 million is attributable to Incentive Units issued by LandBridge Holdings. Net loss and net loss margin for the second quarter of 2024 include non-cash share-based compensation expense of $71.8 million attributable to the NDB Incentive Units. Subsequent to the IPO, any actual cash expense associated with Incentive Units is borne solely by LandBridge Holdings and not the Company. Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return thresholds have been met and are neither an obligation of the Company nor taken into consideration for distributions to shareholders in the Company. See Note 2 — Summary of Significant Accounting Policies and Note 8 — Share-Based Compensation to 2024 Form 10-K for additional information regarding Incentive Units.
24
How We Generate Revenue
We generate revenue from multiple sources, including the use of our surface acreage, the sale of resources from our land and oil and gas and mineral royalties. The fees, royalty rates, payment structure and other related terms in our contracts are negotiated on a case-by-case basis, taking into account the surface use of our land, the type of resources extracted, the amount of use expected to be made of our land, and the amount of resources to be produced and/or extracted. In any given period, the amount and sources of revenues we receive from any particular customer can fluctuate based on the nature, timing and scope of such customer’s activities on our land. For example, during the initial phase of a customer’s activities on our land, we would generally expect to receive usage-based fees and revenues under our surface use royalty agreements (“SURAs”) and surface use agreements (“SUAs”) related to installation of infrastructure necessary to support long-term operations. Over time, these revenues would generally be expected to migrate to royalty revenue and resource sales based on such customer’s use of our land and resources. Our revenue consists of the principal components discussed below.
Surface Use Royalties and Revenues
Surface Use Royalties. We enter into SURAs and certain overarching SUAs with operators that require royalty payments to us based on a percentage of the customer’s gross revenues derived from use of our land and/or volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Royalties we receive pursuant to SURAs include produced water transportation and handling operations, skim oil recovery and waste reclamation. Our SURAs generally have terms ranging from a minimum of five years to 10 years, impose only nominal obligations on us, typically do not include minimum purchase or use commitments by our customers and generally provide for automatic renewal-based increases in royalties that are tied to the Consumer Price Index (“CPI”) or are negotiated on a case-by-case basis.
Easements and other surface-related income. SUAs permit operators to install drilling sites, pipelines, roadways, electric lines and other facilities and equipment on land owned by us. We typically receive a per-rod or per-acre fee when the contract is executed, based on the aggregate amount of our land that is utilized under such SUA, and we often receive additional fees at the beginning of each renewal period or on a monthly or annual basis. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees. Our SUAs generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months, typically do not include minimum commitments with respect to the type and amount of infrastructure to be installed on our property or the amount of revenue to be received by us and generally provide for automatic renewal-based increases in royalties that are tied to the CPI or negotiated on a case-by-case basis.
Resource Sales and Royalties
Resource Sales. Resource sales generally include brackish water to be used primarily in well completions in exchange for a per barrel fee, which is negotiated and varies depending on the destination of the brackish water. Similarly, our customers buy other surface composite materials from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard extracted from our surface acreage. Our agreements related to the sale of resources generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months.
Resource Royalties. We lease our surface acreage to customers to construct and operate, at their expense, brackish water wells and sand mines to provide in-basin water and sand for use in oil and natural gas completion operations. Such customers hold the exclusive right to the water and sand extracted from the leased surface acreage and may be required to make minimum royalty payments as a result. The agreements pursuant to which we receive resource royalties have varying primary terms of at least one year, contain rights for renewal so long as the customer continues to operate on our land and generally do not impose minimum production requirements on our customers. We typically receive a fee when the contract is executed and a fixed royalty per barrel of water or ton of sand extracted. In situations where our customers do not operate brackish water wells on our surface but require the use of water for their operations, customers generally must acquire such water from us for our customary fee.
Oil and Gas Royalties
Oil and Gas Royalties. Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by us. Oil and gas royalties are recognized as revenue as oil and gas are produced or severed from the mineral lease. The oil and gas royalties we receive are dependent upon producer-specific location, contractual price differences and market prices for oil and natural gas, which, given such prices’ volatility, may cause our oil and gas royalties to fluctuate. Oil and gas royalties also include mineral lease bonus revenues, which we receive by leasing our mineral interests to E&P companies. When we execute a mineral lease contract, the lease generally transfers the rights to any oil or natural gas discovered to the E&P company and grants us the right to a specified royalty interest payable on future production.
25
We expect our fee-based revenues to grow over time relative to our oil and gas royalties. While our focus is on fee-based arrangements, our oil and gas royalties fluctuate with market prices for oil and natural gas. The following table presents the amount and relative percentage of each component of our revenues for the following periods:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
||||||||
Surface use royalties and revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Surface use royalties |
|
$ |
16,695 |
|
|
|
35.1 |
% |
|
$ |
6,971 |
|
|
|
26.9 |
% |
|
$ |
34,131 |
|
|
|
37.3 |
% |
|
$ |
11,177 |
|
|
|
24.9 |
% |
Easements and other surface-related revenues |
|
|
17,519 |
|
|
|
36.9 |
% |
|
|
7,464 |
|
|
|
28.8 |
% |
|
|
26,292 |
|
|
|
28.7 |
% |
|
|
12,601 |
|
|
|
28.0 |
% |
Resource sales and royalties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Resource sales |
|
|
5,637 |
|
|
|
11.9 |
% |
|
|
3,797 |
|
|
|
14.6 |
% |
|
|
12,989 |
|
|
|
14.2 |
% |
|
|
7,306 |
|
|
|
16.2 |
% |
Resource royalties |
|
|
4,948 |
|
|
|
10.4 |
% |
|
|
3,246 |
|
|
|
12.5 |
% |
|
|
11,952 |
|
|
|
13.1 |
% |
|
|
5,224 |
|
|
|
11.6 |
% |
Oil and gas royalties |
|
|
2,734 |
|
|
|
5.7 |
% |
|
|
4,475 |
|
|
|
17.2 |
% |
|
|
6,120 |
|
|
|
6.7 |
% |
|
|
8,660 |
|
|
|
19.3 |
% |
Total revenue |
|
$ |
47,533 |
|
|
|
100.0 |
% |
|
$ |
25,953 |
|
|
|
100.0 |
% |
|
$ |
91,484 |
|
|
|
100.0 |
% |
|
$ |
44,968 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Our revenues depend heavily on our customers’ activities on and around our land and may vary significantly from period to period as a result of the development of new revenue streams, fluctuations in commodity prices, regulatory developments, including policies related to tariffs and international trade, changes in volumes produced on our land and our acquisition strategy. For example, oil and natural gas prices have historically been volatile and highly susceptible to macroeconomic and geopolitical developments. Lower commodity prices may decrease our revenues as customers on and around our land decrease their activity levels in response to low commodity prices. Although we intend to pursue additional opportunities to increase our revenue streams and introduce additional revenue components, including through conventional and renewable power generation and storage projects, water treatment and desalination facilities, fueling stations, digital infrastructure, telecommunication towers and equipment and other opportunities, there can be no assurance that such revenue streams will materially diversify our revenue streams.
Costs of Conducting our Business
Our costs consist primarily of resource sales-related expenses, other operating and maintenance expenses to maintain our surface acreage and general administrative expenses. Our principal costs are as follows:
Resource Sales-Related Expenses. Resource sales-related expenses are costs incurred for utilization and maintenance of our assets and facilities in the extraction or production of resources available on our land that are sold by us. These costs generally include utilities to operate our facilities and assets and repairs and maintenance expenses related to those assets.
Other Operating and Maintenance Expenses. Operating and maintenance expenses are costs incurred for maintaining our surface acreage and other assets, including field operating overhead and supervision, production taxes, insurance costs, ad valorem and property taxes, and repairs and maintenance expense.
General and Administrative Expenses. General and administrative expenses include a corporate shared services allocation from WaterBridge, directly incurred corporate costs and share-based compensation expense. Corporate shared services generally include the cost of shared management and administrative services. The corporate shared service allocation is based on an approximation of time spent on activities supporting us as well as by underlying business activities. The shared service allocation expense is reimbursed to WaterBridge through our shared services agreement. Direct corporate costs are incurred for direct corporate employees, including payroll, benefits and other employee-related expenses of our direct corporate staff, professional services that generally consist of audit, tax, legal and valuation services and expenses for corporate insurance policies.
Prior to the IPO, share-based compensation expense only included expense allocated to us for NDB LLC’s Incentive Unit plan. The NDB Incentive Unit awards were classified as liability awards by NDB LLC and required periodic remeasurement. On July 1, 2024, in accordance with the Division, in which NDB LLC was divided into two Delaware limited liability companies, the holders of the NDB Incentive Units were issued an identical number of Incentive Units at LandBridge Holdings. As of the date of the Division, the Incentive Units held at LandBridge Holdings are the only incentive units attributable to and allocated to the Company. The Incentive Units are accounted for as a modification and have been transitioned to equity award accounting and, as such, do not require periodic
26
remeasurements. The share-based compensation for the Incentive Units is fully allocated to the noncontrolling interest as the contractual obligation to satisfy the Incentive Units exists at LandBridge Holdings and any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company.
In connection with the IPO, our Board adopted the LTIP, which allows for the grant of options, SARs, RSUs, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards or any combination thereof. Under the LTIP, participants have been granted RSUs. Share-based compensation associated with RSUs is allocated between the Company and the noncontrolling interest based on relative ownership. Substantially all share-based compensation is included in general and administrative expense with an immaterial amount included in other operating and maintenance expense on the unaudited condensed consolidated statements of operations prior to allocation to the noncontrolling interest. See Note 8 — Share-Based Compensation within the notes to our Financial Statements for additional information regarding share-based compensation.
How We Evaluate Our Operations
We use a variety of financial and operational metrics to assess the performance of our business.
Revenue
Revenue is a key performance metric of our company. We analyze realized monthly, quarterly and annual revenues and compare the results against our internal projections and budgets. Results are used to validate, or when applicable update, existing assumptions on macroeconomic drivers of our business, contractual mix driving average unit-level revenues and E&P customer development activity and commodity pricing, absent the impact of our operating costs.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; non-recurring transaction-related expenses and other non-cash or non-recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.
Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful because these supplemental non-GAAP financial measures allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. Please read “— Non-GAAP Financial Measures” for reconciliations and additional information regarding these non-GAAP financial measures.
Free Cash Flow and Free Cash Flow Margin
Free Cash Flow and Free Cash Flow Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess our ability to repay our indebtedness, return capital to our shareholders and fund potential acquisitions without access to external sources of financing for such purposes. We define Free Cash Flow as cash flow from operating activities less investment in capital expenditures. We define Free Cash Flow Margin as Free Cash Flow divided by total revenues.
Management believes Free Cash Flow and Free Cash Flow Margin are useful because these supplemental non-GAAP financial measures allow for an effective evaluation of both our operating and financial performance, as well as the capital intensity of our business, and subsequently the ability of our operations to generate cash flow that is available to distribute to our shareholders, reduce leverage or support acquisition activities. Please read “— Non-GAAP Financial Measures” for reconciliations and additional information regarding these non-GAAP financial measures.
Factors Affecting the Comparability of Our Results of Operations
In this Quarterly Report, we present our historical results of operations for the three and six months ended June 30, 2025 and 2024. Our future results of operations will not be directly comparable to the historical results of operations of our predecessor for the periods presented as a result of the significant growth of our business and new contracting activity completed during each year of our
27
operation, which are not reflected in our operating results until such contracting activity has been completed. We have also experienced additional significant growth in our business following the completion of various acquisitions, resulting in our future results of operations for periods following the consummation of such acquisitions to not be directly comparable with our historical results.
Public Company Costs
As a result of the IPO, we incurred incremental, non-recurring costs related to our transition to a publicly traded and taxable entity, including the costs of the IPO and the costs associated with the implementation of Sarbanes-Oxley Act internal controls and testing. We have incurred and expect to continue to incur additional significant and recurring expenses as a publicly traded company, including costs associated with SEC reporting and compliance requirements, consisting of the preparation and filing of annual and quarterly reports, registrar and transfer agent fees, national stock exchange fees, audit fees, legal fees, investor relations expenses, incremental director and officer liability insurance costs and director and officer compensation expenses. These expenses are not included in our results of operations prior to the IPO. Additionally, we have hired additional employees and consultants, including accounting and legal personnel, in order to comply with the requirements of being a publicly traded company.
Corporate Reorganization
We were formed to serve as the issuer in the IPO and had no previous operations, assets or liabilities. The historical consolidated financial statements included in this Quarterly Report are based on the financial statements of our accounting predecessor, OpCo, prior to the Corporate Reorganization in connection with the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the Corporate Reorganization had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.
Long Term Incentive Plan
In order to incentivize individuals providing services to us or our affiliates, our Board adopted the LTIP for employees and directors. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including our directors, may be eligible to receive awards under the LTIP at the discretion of our Board or a committee thereof, as applicable. The LTIP provides for the grant, from time to time, at the discretion of our Board, or a committee thereof, of options, share appreciation rights, restricted shares, restricted share units, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards and performance awards intended to align the interests of employees, directors and service providers with those of our shareholders. As such, our historical financial data may not present an accurate indication of what our actual results would have been if we had implemented the LTIP prior to the periods presented within.
Acquisitions
Subsequent to the second quarter of 2024, we acquired approximately 57,000 surface acres through the consummation of various acquisitions, which will impact the comparability of our results of operations. We expect to pursue opportunistic future land acquisitions that compliment or expand our current land position, which may impact the comparability of our results.
Income Taxes
Prior to the IPO, OpCo and its subsidiaries were primarily entities that were treated as partnerships or disregarded entities for federal income tax purposes but were subject to certain minimal Texas franchise taxes. One of our subsidiaries is a qualified REIT for federal income tax purposes. There is no tax imposed on a REIT as long as the REIT complies with the applicable tax rules and avails itself of the opportunity to reduce its taxable income through distributions. A REIT must comply with a number of organizational and operational requirements, including a requirement that it must pay at least 90% of its taxable income to shareholders.
As a result of our predominately non-taxable structure historically, income taxes on taxable income or losses realized by our predecessor, OpCo, were generally the obligation of the individual members or partners. Accordingly, the financial data attributable to our predecessor, OpCo, contains no provision for U.S. federal income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). Following consummation of the IPO, although we are a limited liability company, we have elected to be taxed as a corporation and are subject to U.S. federal, state and local income taxes on our allocable share of the income and loss of OpCo.
28
Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
|
Three Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|||||||
Surface use royalties |
$ |
16,695 |
|
|
$ |
6,971 |
|
|
$ |
9,724 |
|
|
|
139 |
% |
Easements and other surface-related revenues |
|
17,519 |
|
|
|
7,464 |
|
|
|
10,055 |
|
|
|
135 |
% |
Resource sales |
|
5,637 |
|
|
|
3,797 |
|
|
|
1,840 |
|
|
|
48 |
% |
Resource royalties |
|
4,948 |
|
|
|
3,246 |
|
|
|
1,702 |
|
|
|
52 |
% |
Oil and gas royalties |
|
2,734 |
|
|
|
4,475 |
|
|
|
(1,741 |
) |
|
|
(39 |
%) |
Total revenues |
|
47,533 |
|
|
|
25,953 |
|
|
|
21,580 |
|
|
|
83 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Resource sales-related expense |
|
489 |
|
|
|
643 |
|
|
|
(154 |
) |
|
|
(24 |
%) |
Other operating and maintenance expense |
|
1,065 |
|
|
|
611 |
|
|
|
454 |
|
|
|
74 |
% |
General and administrative expense |
|
14,800 |
|
|
|
73,823 |
|
|
|
(59,023 |
) |
|
|
(80 |
%) |
Depreciation, depletion, amortization and accretion |
|
2,545 |
|
|
|
2,112 |
|
|
|
433 |
|
|
|
21 |
% |
Other operating expense, net |
|
132 |
|
|
|
- |
|
|
|
132 |
|
|
|
100 |
% |
Operating income (loss) |
|
28,502 |
|
|
|
(51,236 |
) |
|
|
79,738 |
|
|
|
156 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
7,879 |
|
|
|
6,280 |
|
|
|
1,599 |
|
|
|
25 |
% |
Income (loss) from operations before taxes |
|
20,623 |
|
|
|
(57,516 |
) |
|
|
78,139 |
|
|
|
136 |
% |
Income tax expense |
|
2,148 |
|
|
|
137 |
|
|
|
2,011 |
|
|
|
1468 |
% |
Net income (loss) |
$ |
18,475 |
|
|
$ |
(57,653 |
) |
|
$ |
76,128 |
|
|
|
132 |
% |
Total revenues. Total revenues increased by $21.6 million. Please see our discussion below regarding comparative period variances in revenue sources.
Surface use royalties. Surface use royalties increased by $9.7 million. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $9.3 million and industrial waste handling royalties of $0.4 million on our surface for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase associated with produced water handling royalties is primarily driven by a significant increase in produced water handling volume of approximately 750 Mbbl/d related to our acquisitions in 2024 coupled with organic growth.
Easements and other surface-related revenues. Easements and other surface-related revenues increased by $10.1 million. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $5.0 million, $2.6 million related to the expansion of an existing industrial waste facility surface use agreement, $1.8 million related to surface and subsurface drilling location easements and $0.7 million in other surface easements for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.
Resource sales. Resource sales increased by $1.8 million. The increase in resource sales is primarily attributable to brackish water sales. Brackish water sales volume increased by 3.7 million barrels, or 48%, to 11.4 million barrels for the three months ended June 30, 2025, as compared to 7.7 million barrels for the three months ended June 30, 2024. Additionally, the per unit sales price increased by approximately 3%. The brackish water sales volume increase is primarily due to the timing of customer demand in the areas surrounding our surface acreage, primarily upstream drilling and completion operations. The increase in unit sales rates was driven by the customer contract mix for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.
Resource royalties. Resource royalties increased by $1.7 million. The increase was primarily attributable to brackish water royalties of $1.4 million as a result of the East Stateline Ranch Acquisition in the second quarter of 2024 and Wolf Bone Ranch Acquisition in the fourth quarter of 2024. Additionally, sand mine royalties increased $0.3 million related to higher throughput volumes.
Oil and gas royalties. Oil and gas royalties decreased by $1.7 million, which consists of decreased royalty income of $0.6 million attributable to lower volume and $0.6 million attributable to lower commodity prices. Additionally, we received no mineral bonus payments during the three months ended June 30, 2025, as compared to $0.5 million for the three months ended June 30, 2024.
The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.
29
|
Three Months Ended June 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Net royalty volumes: |
|
|
|
|
|
||
Oil (MBbls) |
|
34 |
|
|
|
42 |
|
Natural Gas (MMcf) |
|
162 |
|
|
|
185 |
|
NGL (MBbls) |
|
13 |
|
|
|
17 |
|
Equivalents (MBoe) |
|
74 |
|
|
|
90 |
|
Equivalents (MBoe/d) |
|
0.8 |
|
|
|
1.0 |
|
|
|
|
|
|
|
||
Oil and gas royalties (in thousands): |
|
|
|
|
|
||
Oil royalties |
$ |
2,183 |
|
|
$ |
3,376 |
|
Natural gas royalties |
|
278 |
|
|
|
238 |
|
NGL royalties |
|
273 |
|
|
|
343 |
|
Oil and gas royalties |
|
2,734 |
|
|
|
3,957 |
|
Mineral lease income |
|
- |
|
|
|
518 |
|
Total oil and gas royalties |
$ |
2,734 |
|
|
$ |
4,475 |
|
|
|
|
|
|
|
||
Realized prices |
|
|
|
|
|
||
Oil ($/Bbl) |
$ |
64.21 |
|
|
$ |
80.38 |
|
Natural gas ($/Mcf) |
$ |
1.72 |
|
|
$ |
1.29 |
|
NGL ($/Bbl) |
$ |
21.00 |
|
|
$ |
20.18 |
|
Equivalents ($/Boe) |
$ |
36.95 |
|
|
$ |
43.97 |
|
Resource sales-related expense. Resource sales-related expense decreased by $0.2 million. The decrease was primarily attributable to lower repairs and maintenance expenses associated with brackish water supply infrastructure.
Other operating and maintenance expense. Other operating and maintenance expense increased by $0.5 million. The increase was primarily attributable to higher field overhead, insurance, and property tax related to acquisitions completed subsequent to the six months ended June 30, 2024.
|
Three Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
General and administrative expense: |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense, excluding share-based compensation |
$ |
3,586 |
|
|
$ |
2,061 |
|
|
$ |
1,525 |
|
|
|
74 |
% |
Share-based compensation |
|
11,214 |
|
|
|
71,762 |
|
|
|
(60,548 |
) |
|
|
(84 |
%) |
Total general and administrative expense |
$ |
14,800 |
|
|
$ |
73,823 |
|
|
$ |
(59,023 |
) |
|
|
(80 |
%) |
General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $1.5 million. The increase was primarily attributable to increased corporate shared services allocation from WaterBridge of $0.5 million, higher professional services fees of $0.5 million associated with transitioning to a publicly-traded company, increased employee-related expenses of $0.2 million to support acquired acreage and increased insurance expense of $0.2 million.
Share-based compensation. decreased by $60.6 million. The decrease was primarily attributable to decreased expense related to incentive unit expense of $62.7 million, partially offset by expense of $2.2 million related to RSU awards issued subsequent to the IPO in 2024. The NDB Incentive Units were accounted for as liability awards prior to the Division. The expense recorded during the three months ended June 30, 2024, reflects fair value remeasurements associated with liability award accounting. The awards were modified as of the Division and are now accounted for as equity awards resulting in amortization over the remaining vesting period, rather than periodic fair value remeasurement. See Note 8 — Share-Based Compensation within the notes to our Financial Statements.
Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased by $0.4 million. The increase was primarily attributable to higher amortization expense of $0.6 million related to acquired customer contracts associated with acquisitions completed in the fourth quarter of 2024, higher depreciation expense of $0.1 million related to capital expenditures associated with brackish water supply infrastructure partially offset by lower depletion expense of $0.3 million due to a natural decline in oil and gas production with minimal oil and gas royalty development activities.
30
|
Three Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
Interest on credit facilities |
$ |
7,374 |
|
|
$ |
6,042 |
|
|
$ |
1,332 |
|
|
|
22 |
% |
Amortization of debt issuance costs |
|
539 |
|
|
|
529 |
|
|
|
10 |
|
|
|
2 |
% |
Interest on other |
|
12 |
|
|
|
11 |
|
|
|
1 |
|
|
|
9 |
% |
Total interest expense |
|
7,925 |
|
|
|
6,582 |
|
|
|
1,343 |
|
|
|
20 |
% |
Interest income |
|
(46 |
) |
|
|
(302 |
) |
|
|
256 |
|
|
|
85 |
% |
Total interest expense, net |
$ |
7,879 |
|
|
$ |
6,280 |
|
|
$ |
1,599 |
|
|
|
25 |
% |
Interest expense, net. Interest expense, net, increased by $1.6 million. The increase was primarily attributable to higher weighted-average debt balances under our Credit Facilities during the three months ended June 30, 2025, as compared to borrowings for the three months ended June 30, 2024, partially offset by slightly lower interest rates. See “— Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
|
Six Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|||||||
Surface use royalties |
$ |
34,131 |
|
|
$ |
11,177 |
|
|
$ |
22,954 |
|
|
|
205 |
% |
Easements and other surface-related revenues |
|
26,292 |
|
|
|
12,601 |
|
|
|
13,691 |
|
|
|
109 |
% |
Resource sales |
|
12,989 |
|
|
|
7,306 |
|
|
|
5,683 |
|
|
|
78 |
% |
Resource royalties |
|
11,952 |
|
|
|
5,224 |
|
|
|
6,728 |
|
|
|
129 |
% |
Oil and gas royalties |
|
6,120 |
|
|
|
8,660 |
|
|
|
(2,540 |
) |
|
|
(29 |
%) |
Total revenues |
|
91,484 |
|
|
|
44,968 |
|
|
|
46,516 |
|
|
|
103 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Resource sales-related expense |
|
947 |
|
|
|
1,316 |
|
|
|
(369 |
) |
|
|
(28 |
%) |
Other operating and maintenance expense |
|
2,189 |
|
|
|
1,129 |
|
|
|
1,060 |
|
|
|
94 |
% |
General and administrative expense |
|
29,492 |
|
|
|
75,983 |
|
|
|
(46,491 |
) |
|
|
(61 |
%) |
Depreciation, depletion, amortization and accretion |
|
5,146 |
|
|
|
4,256 |
|
|
|
890 |
|
|
|
21 |
% |
Other operating (income) expense, net |
|
171 |
|
|
|
- |
|
|
|
171 |
|
|
|
100 |
% |
Operating income (loss) |
|
53,539 |
|
|
|
(37,716 |
) |
|
|
91,255 |
|
|
|
242 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
15,856 |
|
|
|
9,164 |
|
|
|
6,692 |
|
|
|
73 |
% |
Other income |
|
- |
|
|
|
(241 |
) |
|
|
241 |
|
|
|
100 |
% |
Income (loss) from operations before taxes |
|
37,683 |
|
|
|
(46,639 |
) |
|
|
84,322 |
|
|
|
181 |
% |
Income tax expense |
|
3,749 |
|
|
|
238 |
|
|
|
3,511 |
|
|
|
1475 |
% |
Net income (loss) |
$ |
33,934 |
|
|
$ |
(46,877 |
) |
|
$ |
80,811 |
|
|
|
172 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues. Total revenues increased by $46.5 million. Please see our discussion below regarding comparative period variances in revenue sources.
Surface use royalties. Surface use royalties increased by $23.0 million. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $22.3 million and industrial waste handling royalties of $0.7 million on our surface for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase associated with produced water handling royalties was primarily driven by a significant increase in produced water handling volume of approximately 900 Mbbl/d related to our acquisitions in 2024 coupled with organic growth.
Easements and other surface-related revenues. Easements and other surface-related revenues increased by $13.7 million. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $7.2 million, $2.6 million related to the expansion of an existing industrial waste facility surface use agreement, $2.5 million related to surface and subsurface drilling location easements and $1.4 million in other surface easements for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.
31
Resource sales. Resource sales increased by $5.7 million. Brackish water sales increased $4.4 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. Brackish water sales volume increased by 5.2 million barrels, or 28%, to 23.6 million barrels for the three months ended June 30, 2025, as compared to 18.5 million barrels for the three months ended June 30, 2024. Additionally, the per unit sales price increased by approximately 31%. The brackish water sales volume increase is primarily due to the timing of customer demand in the areas surrounding our surface acreage, primarily upstream drilling and completion operations. The increase in unit sales rates were driven by the customer contract mix for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. Caliche sales increased $1.3 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase in caliche sales was primarily due to construction of energy infrastructure in the areas surrounding our surface acreage.
Resource royalties. Resource royalties increased by $6.7 million. The increase was primarily attributable to brackish water royalties of $6.2 million as a result of the East Stateline Ranch Acquisition in the second quarter of 2024 and Wolf Bone Ranch Acquisition in the fourth quarter of 2024. Additionally, sand mine royalties increased $0.5 million primarily related to higher throughput volumes.
Oil and gas royalties. Oil and gas royalties decreased by $2.5 million, which consists of decreased royalty income of $1.1 million attributable to lower volume and $0.9 million attributable to lower commodity prices. Additionally, we received no mineral bonus payments during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.
|
Six Months Ended June 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Net royalty volumes: |
|
|
|||||
Oil (MBbls) |
|
68 |
|
|
|
88 |
|
Natural Gas (MMcf) |
|
351 |
|
|
|
355 |
|
NGL (MBbls) |
|
30 |
|
|
|
37 |
|
Equivalents (MBoe) |
|
157 |
|
|
|
184 |
|
Equivalents (MBoe/d) |
|
0.4 |
|
|
|
1.0 |
|
|
|
|
|
|
|
||
Oil and gas royalties (in thousands): |
|
|
|
|
|
||
Oil royalties |
$ |
4,602 |
|
|
$ |
6,885 |
|
Natural gas royalties |
|
836 |
|
|
|
475 |
|
NGL royalties |
|
682 |
|
|
|
782 |
|
Oil and gas royalties |
|
6,120 |
|
|
|
8,142 |
|
Mineral lease income |
|
- |
|
|
|
518 |
|
Total oil and gas royalties |
$ |
6,120 |
|
|
$ |
8,660 |
|
|
|
|
|
|
|
||
Realized prices |
|
|
|
|
|
||
Oil ($/Bbl) |
$ |
67.68 |
|
|
$ |
78.24 |
|
Natural gas ($/Mcf) |
$ |
2.38 |
|
|
$ |
1.34 |
|
NGL ($/Bbl) |
$ |
22.73 |
|
|
$ |
21.14 |
|
Equivalents ($/Boe) |
$ |
38.98 |
|
|
$ |
44.25 |
|
Resource sales-related expense. Resource sales-related expense decreased by $0.4 million. The decrease was primarily attributable to lower utility expenses associated with sales of brackish water due to connection to permanent power infrastructure and lower repairs and maintenance expenses associated with brackish water supply infrastructure.
Other operating and maintenance expense. Other operating and maintenance expense increased by $1.1 million. The increase was primarily attributable to higher field overhead, insurance, and property tax related to Wolf Bone Ranch and other acquisitions in the fourth quarter of 2024.
|
Six Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
General and administrative expense: |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense, excluding share-based compensation |
$ |
7,197 |
|
|
$ |
3,411 |
|
|
$ |
3,786 |
|
|
|
111 |
% |
Share-based compensation |
|
22,295 |
|
|
|
72,572 |
|
|
|
(50,277 |
) |
|
|
(69 |
%) |
Total general and administrative expense |
$ |
29,492 |
|
|
$ |
75,983 |
|
|
$ |
(46,491 |
) |
|
|
(61 |
%) |
32
General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $3.8 million. The increase was primarily attributable to increased corporate shared services allocation from WaterBridge of $1.6 million, higher professional services fees of $1.3 million associated with transitioning to a publicly-traded company, increased employee-related expenses of $0.4 million to support acquired acreage and increased insurance expense of $0.4 million.
Share-based compensation expense decreased by $50.3 million. The decrease was primarily attributable to decreased expense related to incentive unit expense of $54.6 million, partially offset by expense of $4.4 million related to RSU awards issued subsequent to the IPO in 2024 of $2.2 million. The NDB Incentive Units were accounted for as liability awards prior to the Division. The expense recorded during the three months ended June 30, 2024, reflects fair value remeasurements associated with liability award accounting. The awards were modified as of the Division and are now accounted for as equity awards resulting in amortization over the remaining vesting period, rather than periodic fair value remeasurement. See Note 8 — Share-Based Compensation within the notes to our Financial Statements.
Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased by $0.9 million. The increase was primarily attributable to higher amortization expense of $1.1 million related to acquired customer contracts associated with acquisitions completed in the fourth quarter of 2024, higher depreciation expense of $0.3 million related to capital expenditures associated with brackish water supply infrastructure partially offset by lower depletion expense of $0.5 million due to a natural decline in oil and gas production with minimal oil and gas royalty development activities.
|
Six Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
Interest on credit facilities |
$ |
14,801 |
|
|
$ |
8,745 |
|
|
$ |
6,056 |
|
|
|
69 |
% |
Amortization of debt issuance costs |
|
1,079 |
|
|
|
723 |
|
|
|
356 |
|
|
|
49 |
% |
Interest on other |
|
22 |
|
|
|
19 |
|
|
|
3 |
|
|
|
16 |
% |
Total interest expense |
|
15,902 |
|
|
|
9,487 |
|
|
|
6,415 |
|
|
|
68 |
% |
Interest income |
|
(46 |
) |
|
|
(323 |
) |
|
|
277 |
|
|
|
(86 |
%) |
Total interest expense, net |
$ |
15,856 |
|
|
$ |
9,164 |
|
|
$ |
6,692 |
|
|
|
73 |
% |
Interest expense, net. Interest expense, net, increased by $6.7 million. The increase was primarily attributable to higher weighted-average debt balances under our Credit Facilities during the six months ended June 30, 2025, as compared to borrowings for the six months ended June 30, 2024, partially offset by slightly lower interest rates. See “— Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.
33
Non-GAAP Financial Measures
Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are supplemental non-GAAP financial measures that we use to evaluate current, past and expected future performance. Although these non-GAAP financial measures are important factors in assessing our operating results and cash flows, these supplemental non-GAAP financial measures should not be considered in isolation or as a substitute for net income or gross margin or any other measures presented under GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table sets forth a reconciliation of net income as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
18,475 |
|
|
$ |
(57,653 |
) |
|
$ |
33,934 |
|
|
$ |
(46,877 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion, amortization and accretion |
|
|
2,545 |
|
|
|
2,112 |
|
|
|
5,146 |
|
|
|
4,256 |
|
Interest expense, net |
|
|
7,879 |
|
|
|
6,280 |
|
|
|
15,856 |
|
|
|
9,164 |
|
Income tax expense |
|
|
2,148 |
|
|
|
137 |
|
|
|
3,749 |
|
|
|
238 |
|
EBITDA |
|
|
31,047 |
|
|
|
(49,124 |
) |
|
|
58,685 |
|
|
|
(33,219 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation - Incentive Units (1) |
|
|
9,044 |
|
|
|
71,762 |
|
|
|
17,989 |
|
|
|
72,572 |
|
Share-based compensation - RSUs |
|
|
2,227 |
|
|
|
- |
|
|
|
4,422 |
|
|
|
- |
|
Transaction-related expenses (2) |
|
|
135 |
|
|
|
774 |
|
|
|
135 |
|
|
|
915 |
|
Other |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50 |
|
Adjusted EBITDA |
|
$ |
42,453 |
|
|
$ |
23,412 |
|
|
$ |
81,231 |
|
|
$ |
40,318 |
|
Net income (loss) margin |
|
|
39 |
% |
|
|
(222 |
%) |
|
|
37 |
% |
|
|
(104 |
%) |
Adjusted EBITDA Margin |
|
|
89 |
% |
|
|
90 |
% |
|
|
89 |
% |
|
|
90 |
% |
Free Cash Flow and Free Cash Flow Margin
The following table sets forth a reconciliation of cash flows from operating activities determined in accordance with GAAP to Free Cash Flow and Free Cash Flow Margin, respectively, for the periods indicated.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net cash provided by operating activities |
|
$ |
37,332 |
|
|
$ |
16,043 |
|
|
$ |
53,245 |
|
|
$ |
33,258 |
|
Net cash used in investing activities |
|
|
(2,079 |
) |
|
|
(375,807 |
) |
|
|
(19,946 |
) |
|
|
(430,968 |
) |
Cash provided by (used in) operating and investing activities |
|
|
35,253 |
|
|
|
(359,764 |
) |
|
|
33,299 |
|
|
|
(397,710 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisitions |
|
|
944 |
|
|
|
375,438 |
|
|
|
18,762 |
|
|
|
430,510 |
|
Proceeds from disposal of assets |
|
|
(105 |
) |
|
|
- |
|
|
|
(125 |
) |
|
|
- |
|
Free Cash Flow |
|
$ |
36,092 |
|
|
$ |
15,674 |
|
|
$ |
51,936 |
|
|
$ |
32,800 |
|
Operating cash flow margin (1) |
|
|
79 |
% |
|
|
62 |
% |
|
|
58 |
% |
|
|
74 |
% |
Free Cash Flow Margin |
|
|
76 |
% |
|
|
60 |
% |
|
|
57 |
% |
|
|
73 |
% |
34
Liquidity and Capital Resources
Overview
Following the completion of the IPO, our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under our Credit Facilities. Our primary liquidity and capital requirements will be for our operating expenses, servicing of our debt, the payment of dividends and distributions to our shareholders, if any, general company needs and investing in our business, including the potential acquisition of additional surface acreage. Although we believe that we will be able to partially or fully fund our short-term and long-term capital expenditures, working capital requirements and other capital needs with cash on hand and cash flows from operating activities, we may elect to use borrowings under our credit facilities to finance our operating and investing activities. See “— Debt Instruments — Credit Facilities.”
We strive to maintain financial flexibility and proactively monitor potential capital sources, including equity and debt financing, to meet our target liquidity and capital requirements. If market conditions were to change and our revenues were to decline significantly or operating costs were to increase, our cash flows and liquidity could be reduced and we could be required to seek alternative financing sources. As of June 30, 2025, we had a working capital surplus, defined as current assets less current liabilities, of $33.8 million and we had cash and cash equivalents of $20.3 million. As of December 31, 2024, we had a working capital surplus of $38.9 million and cash and cash equivalents of $37.0 million.
Dividends and Distributions
(in thousands, except for per share amounts) |
|
Date of Record |
|
Dividends Paid to Class A Shareholders |
|
|
Distributions Paid to OpCo |
|
|
Rate Per |
|
|||
First Quarter |
|
March 6, 2025 |
|
$ |
2,326 |
|
|
$ |
5,319 |
|
|
$ |
0.10 |
|
Second Quarter |
|
June 5, 2025 |
|
$ |
2,515 |
|
|
$ |
5,124 |
|
|
$ |
0.10 |
|
On August 4, 2025, our board of directors declared a dividend on our Class A shares of $0.10 per share, payable on September 18, 2025 to shareholders of record as of September 4, 2025, and a corresponding required cash distribution to OpCo unitholders.
Cash Flow
The following tables summarizes our cash flow for the periods indicated:
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
|
|
Six Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Amount |
|
|
Percent |
|
||||
Condensed Consolidated Statement of Cash Flow Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities |
|
$ |
53,245 |
|
|
$ |
33,258 |
|
|
$ |
19,987 |
|
|
|
60 |
% |
Net cash used in investing activities |
|
|
(19,946 |
) |
|
|
(430,968 |
) |
|
|
411,022 |
|
|
|
95 |
% |
Net cash (used in) provided by financing activities |
|
|
(49,986 |
) |
|
|
384,533 |
|
|
|
(434,519 |
) |
|
|
(113 |
%) |
Net decrease in cash and cash equivalents |
|
$ |
(16,687 |
) |
|
$ |
(13,177 |
) |
|
$ |
(3,510 |
) |
|
|
(27 |
%) |
Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $20.0 million. The increase was attributable to cash flow related to higher net income, net of non-cash items, of $32.9 million partially offset by a decrease in cash flow attributable to working capital accounts of $12.9 million. The increase in net income, net of non-cash items, is primarily attributable to revenue growth related to continued commercialization of acreage, including land acquired during 2024. The decrease in cash flow from working capital accounts is attributable to accrued liabilities of $4.1 million primarily associated with the timing of interest payments on our Credit Facilities, higher accounts receivable of $4.2 million related to growth in our revenues, corporate income tax payments of $4.0 million as a result of being subject to corporate income tax post-IPO and $0.7 million related to deferred revenues associated with timing of cash received for easements or easement renewals and the related effective dates of such agreements.
Net Cash Used in Investing Activities. Net cash used in investing activities decreased $411.0 million. The decrease was primarily attributable to lower acquisition and acquisition-related expenditures for the six months ended June 30, 2025 of $18.8 million as compared to $430.5 million for the six months ended June 30, 2024. See Note 3 — Asset Acquisitions within the notes to our Financial Statements.
35
Net Cash (Used In) Provided by Financing Activities. Net cash from financing activities decreased $434.5 million. For the six months ended June 30, 2025, cash used in financing activities primarily consisted of $37.9 million of dividends, dividend equivalents and distributions paid to shareholders, $11.0 million of debt repayments, net of proceeds, and $1.0 million of offering costs paid related to the December 2024 private placement. For the six months ended June 30, 2024, cash provided by financing activities primarily consisted of $266.4 million of debt proceeds, net of repayments and issuance costs, and $120.0 million contribution by member primarily used to fund acquisitions. These proceeds were partially offset by $1.8 million of offering costs paid related to our initial public offering in July 2024.
Capital Requirements
We focus our business model on entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, while minimizing our capital requirements for both current and future commercial opportunities, resulting in the ability to create significant free cash flows. Our contracts generally include inflation escalators, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to broader inflationary pressures. As a landowner, we incur the initial cost to acquire our acreage, but thereafter we incur modest development capital expenditures and operating expenses as it relates to operations on our land or our mineral and royalty interests, as such expenses are borne primarily by our customers. As a result, we expect that additional significant capital expenditures would be related to our acquisition of additional surface acreage should we elect to do so.
The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the size of the acquisition opportunity, our cash flows from operating activities and our investing and financing activities. Acquisition-related capital expenditures during the three and six months ended June 30, 2025, were $0.9 million and $18.8 million, respectively.
We periodically assess changes in current and projected cash flows, acquisition and divestiture activities and other factors to determine the effects on our liquidity. We believe that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute our current strategy. However, our ability to generate cash is subject to a number of factors that may directly or indirectly affect us, many of which are beyond our control, including commodity prices and general economic, financial, competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may seek such capital through traditional borrowings under our debt instruments, offerings of debt and equity securities or other means. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us.
As our Board declares cash dividends to our Class A shareholders, we expect the dividend to be paid from Free Cash Flow. We do not currently expect to borrow funds or to adjust planned capital expenditures to finance dividends on our Class A shares, if any such dividends were to be declared by our Board. The timing, amount and financing of dividends, if any, will be subject to the discretion of our Board from time to time.
Debt Instruments
Credit Facilities
On July 3, 2023, the Company entered into (i) a four-year term loan (the “Term Loan”), and (ii) a four-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”), which were subsequently amended. Our Credit Facilities are secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our Credit Facilities as guarantors. Our Credit Facilities include certain customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational documents and material agreements. The Company was in compliance with these covenants as of June 30, 2025. See Note 6 — Debt within the notes to our Financial Statements for further information with respect to such affirmative and restrictive covenants.
As of June 30, 2025, we had $374.3 million of outstanding borrowings consisting of $25.0 million of revolving credit borrowings and $349.3 million of term loan borrowings. As of June 30, 2025, we have $75.0 million remaining in available commitments under the Revolving Credit Facility. The weighted average interest rate on the total amount of borrowings outstanding under the Credit Facilities for the three months ended June 30, 2025 was 7.68% in the case of the revolving credit borrowings and 7.65% in the case of term loan borrowings. The weighted average interest rate for the six months ended June 30, 2025 was 7.74% in the case of revolving credit borrowings and 7.69% in the case of term loan borrowings.
36
Critical Accounting Estimates
The preparation of the Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our 2024 Form 10-K.
Recently Issued Accounting Pronouncements
For a summary of recently issued accounting pronouncements, see Note 2 - Summary of Significant Accounting Policies within the notes to our Financial Statements.
Internal Controls and Procedures
We are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of the effectiveness of our internal control over financial reporting under Section 404 until our second annual report on Form 10-K.
Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are an “emerging growth company” and/or a “smaller reporting company” under applicable federal securities laws.
Off Balance Sheet Arrangements
We currently have no material off-balance sheet arrangements.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may take advantage of these exemptions until we are no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K) or we issue more than $1.0 billion of non-convertible debt securities over a three-year period.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, which include the effects of adverse changes in commodity prices and counterparty and customer credit risks and interest rate risk as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and counterparty and customer credit and interest rate risk. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
Interest Rate Risks
Our ability to borrow and the rates offered by lenders can be adversely affected by deterioration in the credit markets and/or deterioration of our credit profile rating. We may elect for outstanding borrowings under our credit facilities to accrue interest at a rate based on either the Term SOFR, or the base rate, plus an applicable margin, which exposes us to interest rate risk to the extent we have borrowings outstanding under our credit facilities.
As of June 30, 2025, we had $374.3 million of outstanding borrowings consisting of $25.0 million of revolving credit borrowings and $349.3 million of term loan borrowings. The weighted average interest rate on the borrowings outstanding under our Credit Facilities for the three months ended June 30, 2025 was 7.68% in the case of revolving credit borrowings, and 7.65% in the case of term loan borrowings. The weighted average interest rate for the six months ended June 30, 2025 was 7.74% in the case of revolving credit borrowings, and 7.69% in the case of term loan borrowings. Assuming no change in the amount outstanding, the impact on interest expense of a 1.0% increase or decrease in the weighted average interest rate would be $3.7 million per year. We do not currently have or intend to enter into any derivative hedge contracts to protect against fluctuations in interest rates applicable to our outstanding indebtedness. See “— Debt Instruments — Credit Facilities.”
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025.
In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
Internal Control over Financial Reporting
There were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are periodically party to proceedings and claims incidental to our business. While many of these other matters may not be predicted with certainty, we believe that the liability, if any, ultimately incurred with respect to such other proceedings and claims will not have a material adverse effect on our financial position or on our liquidity, capital resources, future results of operations or cash flows. We will continue to evaluate proceedings and claims involving us on a regular basis and will establish and adjust any estimated reserves as appropriate to reflect our assessment of the then current status of the matters.
Item 1A. Risk Factors
This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors disclosed under the heading “Risk Factors” in the 2024 Form 10-K. There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in the 2024 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Issuer Purchases of Equity Securities
Neither we nor any affiliated purchaser repurchased any of our equity securities during the period covered by this Quarterly Report on Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Trading Arrangements
During the three months ended June 30, 2025,
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Item 6. Exhibits
Exhibit Number |
Description |
3.1 |
|
3.2 |
|
31.1* |
|
31.2* |
|
32.1** |
|
32.2** |
|
101.INS* |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH* |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104* |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
LandBridge Company LLC. |
|
|
|
|
|
Date: |
August 4, 2025 |
By: |
/s/ Jason Long |
|
|
|
Jason Long |
|
|
|
Chief Executive Officer |
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