TXO Partners, L.P 10-Q for FY2026 Q1
TXO Partners, L.P. (TXO)
About this 10-Q
TXO Partners, L.P filed this 10-Q on May 4, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $28.28M
- down 66.5% from $84.33M a year earlier
- Net loss
- $74.34M
- compared with net income of $2.42M a year earlier
- Diluted EPS
- -$1.35
- compared with $0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 |
Trading Symbol(s) |
Name of each exchange on which registered |
NYSE Texas |
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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post 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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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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 Act). Yes ☐ No
The registrant had outstanding
TABLE OF CONTENTS
i
Part I - Financial Information
Item 1. Financial Statements
TXO PARTNERS, L.P.
Consolidated Balance Sheets
(in thousands)
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March 31, 2026 |
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December 31, 2025 |
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(Unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net |
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Derivative fair value |
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Other |
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Total Current Assets |
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Property and Equipment, at cost – successful efforts method: |
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Proved properties |
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Unproved properties |
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Other |
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Total Property and Equipment |
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Accumulated depreciation, depletion and amortization |
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( |
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( |
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Net Property and Equipment |
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Other Assets: |
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Note receivable from related party |
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Derivative fair value |
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Other |
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Total Other Assets |
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TOTAL ASSETS |
$ |
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$ |
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LIABILITIES AND PARTNERS’ CAPITAL |
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Current Liabilities: |
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Accounts payable |
$ |
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$ |
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Deferred payment |
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Accrued liabilities |
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Derivative fair value |
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Asset retirement obligation, current portion |
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Other current liabilities |
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Total Current Liabilities |
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Long-term Debt |
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Other Liabilities: |
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Asset retirement obligation |
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Derivative fair value |
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Other liabilities |
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Total Other Liabilities |
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Partners’ Capital: |
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Partners’ capital |
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TOTAL LIABILITIES AND PARTNERS’ CAPITAL |
$ |
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$ |
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See accompanying notes to the Consolidated Financial Statements
1
TXO PARTNERS, L.P.
Consolidated Statements of Operations (Unaudited)
(in thousands)
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Three Months Ended March 31, |
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2026 |
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2025 |
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REVENUES |
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Oil and condensate |
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$ |
( |
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$ |
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Natural gas liquids |
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Natural gas |
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Total Revenues |
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EXPENSES |
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Production |
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Exploration |
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Taxes, transportation and other |
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Depreciation, depletion and amortization |
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Accretion of discount in asset retirement obligation |
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General and administrative |
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Total Expenses |
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OPERATING LOSS |
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( |
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( |
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OTHER INCOME (EXPENSE) |
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Other income |
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Interest income |
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Interest expense |
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( |
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( |
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Total Other Income |
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NET (LOSS) INCOME |
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$ |
( |
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$ |
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NET (LOSS) INCOME PER COMMON UNIT |
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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 COMMON UNITS OUTSTANDING |
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Basic |
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Diluted |
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See accompanying notes to the Consolidated Financial Statements
2
TXO PARTNERS, L.P.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
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Three Months Ended |
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2026 |
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2025 |
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OPERATING ACTIVITIES |
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Net (loss) income |
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$ |
( |
) |
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$ |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities, net of effects of assets acquired and liabilities assumed: |
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Depreciation, depletion and amortization |
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Accretion of discount in asset retirement obligation |
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Derivative fair value (gain) loss |
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Net cash received from (paid to) derivative counterparties |
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( |
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( |
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Non-cash incentive compensation |
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Other non-cash items |
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Changes in operating assets and liabilities (a) |
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( |
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( |
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Cash Provided by Operating Activities |
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INVESTING ACTIVITIES |
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Proceeds from sale of property and equipment |
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Proved property acquisitions |
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( |
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Development costs |
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( |
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( |
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Unproved property acquisitions |
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( |
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( |
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Other property and asset additions |
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( |
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( |
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Cash Used by Investing Activities |
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( |
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( |
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FINANCING ACTIVITIES |
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Proceeds from long-term debt |
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Payments on long-term debt |
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( |
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( |
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Proceeds from sale of units to cover withholding taxes |
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Withholding taxes paid on vesting of restricted units |
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( |
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( |
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Debt issuance costs |
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( |
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Distributions |
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( |
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( |
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Cash Used by Financing Activities |
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( |
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( |
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(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
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( |
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Cash and Cash Equivalents, beginning of period |
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Cash and Cash Equivalents, end of period |
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$ |
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$ |
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(a) Changes in Operating Assets and Liabilities |
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Accounts receivable |
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$ |
( |
) |
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$ |
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Other current assets |
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( |
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( |
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Current liabilities |
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( |
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Other operating liabilities |
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( |
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( |
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$ |
( |
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$ |
( |
) |
See accompanying notes to the Consolidated Financial Statements
3
TXO PARTNERS, L.P.
Consolidated Statements of Partners’ Capital (Unaudited)
(in thousands)
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Units |
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$ |
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Balances, December 31, 2025 |
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$ |
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Net loss |
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— |
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( |
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Proceeds from sale of units to cover withholding taxes |
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— |
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Withholding taxes paid on vesting of restricted units |
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— |
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$ |
( |
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Expensing of unit awards |
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$ |
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Distributions to unitholders |
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— |
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$ |
( |
) |
Balances, March 31, 2026 |
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$ |
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Units |
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$ |
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Balances, December 31, 2024 |
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$ |
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Net income |
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— |
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Proceeds from sale of units to cover withholding taxes |
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— |
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Withholding taxes paid on vesting of restricted units |
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— |
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( |
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Expensing of unit awards |
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Distributions to unitholders |
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— |
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$ |
( |
) |
Balances, March 31, 2025 |
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$ |
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See accompanying notes to the Consolidated Financial Statements
4
TXO PARTNERS, L.P.
Notes to Consolidated Financial Statements (Unaudited)
TXO Partners, L.P. (TXO Partners or the Partnership) is an independent oil and gas company that was formed as a Delaware limited partnership in January 2012 (with an effective inception of operations at January 18, 2012). The operations of TXO Partners are governed by the provisions of the partnership agreement, as amended, executed by the general partner, TXO Partners GP, LLC (the General Partner) and the limited partners. The General Partner is the manager and operator of TXO Partners. The General Partner is managed by the board of directors and executive officers of our General Partner. The members of the board of directors of our General Partner are appointed by MorningStar Oil & Gas, LLC (“MSOG”), as the sole member of our General Partner. TXO Partners will remain in existence unless and until dissolved in accordance with the terms of the partnership agreement.
TXO Partners’ assets include its investment in an unincorporated joint venture, Cross Timbers Energy, LLC (“Cross Timbers Energy”). TXO Partners owns
TXO Partners also has a wholly-owned subsidiary, MorningStar Operating LLC which owns oil and gas assets primarily in the San Juan Basin of New Mexico and Colorado, the Permian Basin of West Texas and New Mexico and the Williston Basin of Montana and North Dakota.
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and on the same basis as our audited financial statements as of December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated balance sheet as of March 31, 2026 and the consolidated statements of operations and cash flows for the periods presented herein are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair statement of results for the periods shown. Certain information and note disclosures normally included in annual financial statements have been omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Because the consolidated interim financial statements do not include all of the information and notes required by US GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements referred to above. The results and trends in these interim financial statements may not be indicative of results for the full year.
Significant Accounting Policies
For a complete description of TXO Partners’ significant accounting policies, see our annual audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
In March 2026, the Partnership announced that Cross Timbers Energy executed three purchase and sale agreements with multiple private buyers to sell oil and gas properties for gross aggregate consideration of approximately $
Also, in March 2026, we received $
On April 1, 2026, the first Cross Timbers Transaction closed resulting in net proceeds to TXO Partners of approximately $
On April 30, 2026, the second Cross Timbers Transaction closed resulting in net proceeds to TXO Partners of approximately $
5
Subject to customary closing conditions, the third Cross Timbers Transaction is expected to close by the end of the second quarter of 2026. There can be no assurance that all conditions to closing the third Cross Timbers Transaction will be satisfied.
The Partnership expects to receive approximately $
The carrying value of the Cross Timbers Energy oil and gas assets and liabilities includes net property and equipment of $
Subsequent to the closing of the Cross Timbers Transactions, we expect to begin the process of winding down Cross Timbers Energy.
In July 2025, we completed the acquisition of certain oil and gas assets from White Rock Energy, LLC, which are located in the Elm Coulee field in Montana and North Dakota for cash consideration of $
In the statements of operations, we recorded $
Pro forma financial information (Unaudited)
The following unaudited pro forma financial information represents a summary of the condensed consolidated results of operations for the three months ended March 31, 2025, assuming the WRE Acquisition had been completed as of January 1, 2025. The pro forma financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations would have been. Future results may vary significantly from the results reflected because of various factors.
(in thousands) |
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Three Months Ended March 31, 2025 |
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Total revenue |
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$ |
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Net income |
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$ |
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We earned management fees from Cross Timbers Energy of $
(in thousands) |
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March 31, 2026 |
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December 31, 2025 |
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Credit Facility, |
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$ |
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$ |
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September 2016 Loan, |
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$ |
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$ |
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Total Long-term Debt |
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$ |
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$ |
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November 2021 Credit Facility
On July 31, 2025, we entered into Amendment No. 5 and Borrowing Base Agreement (“Amendment No. 5”) on our senior secured credit facility (the “Credit Facility”) with certain commercial banks, as the lenders, and JPMorgan Chase Bank, N.A., as the administrative agent. We use the Credit Facility for general corporate purposes. Amendment No. 5 increased the borrowing base from $
6
in conjunction with Amendment No. 5. These costs are being amortized over the life of the Credit Facility. Such amortized expenses are recorded as interest expense on the statements of operations.
Redetermination of the borrowing base under the credit facility is based primarily on reserve reports that reflect commodity prices at such time, occurs semi-annually, in March and September, as well as upon requested interim redeterminations, by the lenders at their sole discretion. We also have the right to request additional borrowing base redeterminations each year at our discretion. Significant declines in commodity prices may result in a decrease in the borrowing base. These borrowing base declines can be offset by any commodity price hedges we enter. Our obligations under the credit facility are secured by substantially all assets of the Partnership, including, without limitation, (i) our interest in the joint venture, (ii) all our deposit accounts, securities accounts, and commodities accounts, (iii) any receivables owed to us by the joint venture and (iv) any oil and gas properties owned directly by TXO Partners or its wholly-owned subsidiaries. We are required to maintain (i) a current ratio greater than
At our election, interest on borrowings under the Credit Facility is determined by reference to either the secured overnight financing rate (“SOFR”) plus an applicable margin between
September 2016 Loan
On September 30, 2016, TXO Partners entered into an unsecured loan agreement with Cross Timbers Energy (the “FAM Loan”). The proceeds for the loan were taken from the cash held by the offshore subsidiary of Exxon Mobil Corporation and the loan was assigned to the offshore subsidiary (Note 6). The loan matures on November 29, 2029, but is automatically extended should the maturity date of the Credit Facility be extended. In all instances, this loan will mature
We, through our
The note receivable is treated as a non-current asset, since Cross Timbers Energy does not have any intention of demanding repayment of all or any portion of the outstanding balance at this time. Repayment would require the approval of the Cross Timbers Energy MMC.
7
Our asset retirement obligation primarily represents the estimated present value of the amount we will incur to plug, abandon and remediate our proved producing properties at the end of their productive lives, in accordance with applicable state and federal laws. We determine our asset retirement obligation by calculating the present value of estimated cash flows related to the liability.
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(in thousands) |
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Asset retirement obligation, January 1 |
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Liability settled upon plugging and abandoning wells |
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( |
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Accretion of discount expense |
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Asset retirement obligation, March 31 |
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Less current portion |
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( |
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Asset retirement obligation, long term |
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$ |
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From time to time, the Partnership is subject to various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Partnership.
To date, our expenditures to comply with environmental and occupational health and safety laws and regulations have not been significant and are not expected to be significant in the future. However, new regulations, enforcement policies, claims for damages or other events could result in significant future costs.
We periodically use commodity-based and financial derivative contracts to manage exposures to commodity price. We do not hold or issue derivative financial instruments for speculative or trading purposes. We periodically enter into futures contracts, costless collars, energy swaps, swaptions and basis swaps to hedge our exposure to price fluctuations on crude oil, natural gas liquids and natural gas sales (Note 10).
Fair Value of Financial Instruments
Because of their short-term maturity, the fair value of cash and cash equivalents, accounts receivable and accounts payable approximates their carrying values at March 31, 2026 and December 31, 2025.
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Asset (Liability) |
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March 31, 2026 |
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December 31, 2025 |
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(in thousands) |
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Carrying |
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Fair |
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Carrying |
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Fair |
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Note receivable from related party |
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$ |
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$ |
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$ |
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$ |
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Long-term debt |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Derivative asset |
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$ |
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$ |
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$ |
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$ |
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Derivative liability |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
The fair value of our note receivable from related party approximates the carrying amount because the interest rate is based on current market interest rates and can be called upon
The fair value of our note receivable from related party (Note 6), derivative asset/(liability) (Note 10) and our long-term debt (Note 5) is measured using Level II inputs, and are determined by either market prices on an active market for similar assets or other market-corroborated prices. Counterparty credit risk is considered when determining the fair value of our note receivable and derivative asset (liability). Since our counterparty is highly rated, the fair value of our note receivable from related party does not require an adjustment to account for the risk of nonperformance by the counterparty, however, an adjustment for counterparty credit risk has been applied to the derivative asset (liability).
8
The following table summarizes our fair value measurements and the level within the fair value hierarchy in which the fair value measurements fall.
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Fair Value Measurements |
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March 31, 2026 |
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December 31, 2025 |
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(in thousands) |
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Significant |
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Significant |
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Note receivable from related party |
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$ |
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$ |
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Long-term debt |
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$ |
( |
) |
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$ |
( |
) |
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Derivative asset |
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$ |
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$ |
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Derivative liability |
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$ |
( |
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$ |
( |
) |
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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments whenever events or circumstances indicate that the carrying value of those assets may not be recoverable and are based upon Level 3 inputs. These assets and liabilities can include assets and liabilities acquired in a business combination, proved and unproved oil and natural gas properties, asset retirement obligations and other long-lived assets that are written down to fair value when they are impaired. Such fair value estimates require assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments.
We periodically review our long-lived assets to be held and used, including proved oil and natural gas properties, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. We review our oil and natural gas properties by asset group. The estimated future net cash flows are based upon the underlying reserves and anticipated future pricing. An impairment loss is recognized if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If the estimated undiscounted future net cash flows are less than the carrying amount of a particular asset, the Partnership recognizes an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value of such assets. The fair value of the proved properties is measured based on the income approach, which incorporates a number of assumptions involving expectations of future product prices, which the Partnership bases on the forward-price curves, estimates of oil and gas reserves, estimates of future expected operating and capital costs and a risk adjusted discount rate of
Commodity Price Hedging Instruments
We periodically enter into futures contracts, energy swaps, swaptions, collars and basis swaps to hedge our exposure to price fluctuations on crude oil, natural gas and natural gas liquids sales. When actual commodity prices exceed the fixed price provided by these contracts we pay this excess to the counterparty, and when the commodity prices are below the contractually provided fixed price, we receive this difference from the counterparty. See Note 10.
The fair value of our derivatives contracts consists of the following:
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
||||||||||
(in thousands) |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
||||
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil futures and differential swaps |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Natural gas liquids futures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Natural gas futures, collars and basis swaps |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
9
Derivative fair value (gain) loss, included as part of the related revenue line on the consolidated income statements, comprises the following components:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash paid to counterparties |
|
$ |
|
|
$ |
|
||
Non-cash change in derivative fair value |
|
$ |
|
|
$ |
|
||
Derivative fair value (gain) loss |
|
$ |
|
|
$ |
|
||
Concentrations of Credit Risk
Our receivables are from a diverse group of companies including major energy companies, pipeline companies, marketing companies, local distribution companies and end-users in various industries. Letters of credit or other appropriate security are obtained as considered necessary to limit risk of loss from the other companies. We currently have greater concentrations of credit with several investment-grade (BBB- or better) rated companies.
Our policy is to consider hedging a portion of our production at commodity prices the general partner deems attractive. While there is a risk we may not be able to realize the benefit of rising prices, the general partner may enter into hedging agreements because of the benefits of predictable, stable cash flows.
We periodically enter futures contracts, energy swaps, swaptions and basis swaps to hedge our exposure to price fluctuations on crude oil, natural gas liquids and natural gas sales. When actual commodity prices exceed the fixed price provided by these contracts we pay this excess to the counterparty, and when the commodity prices are below the contractually provided fixed price, we receive this difference from the counterparty. We also enter costless price collars, which set a ceiling and floor price to hedge our exposure to price fluctuations on commodity prices. When actual commodity prices exceed the ceiling price provided by these contracts we pay this excess to the counterparty, and when the commodity prices are below the floor price, we receive this difference from the counterparty. If the actual commodity price falls in between the ceiling and floor price, there is no cash settlement.
Crude Oil
We have entered into crude oil futures contracts and swap agreements that effectively fix prices for the production
and periods shown below. Prices to be realized for hedged production may be less than these fixed prices because of
location, quality and other adjustments.
Production Period |
|
Bbls per Day |
|
|
Weighted Average |
|
||
April 2026—June 2026 |
|
|
|
|
$ |
|
||
July 2026—September 2026 |
|
|
|
|
$ |
|
||
October 2026—December 2026 |
|
|
|
|
$ |
|
||
January 2027—June 2027 |
|
|
|
|
$ |
|
||
July 2027—December 2027 |
|
|
|
|
$ |
|
||
January 2028—March 2028 |
|
|
|
|
$ |
|
||
The price we receive for our oil production is generally different than the NYMEX price because of changes in the roll component of the NYMEX price due to the timing of when the monthly NYMEX price is set. We have entered sell basis swap agreements that effectively fix the roll component of the NYMEX price for the production and periods shown below.
|
|
Bbls per Day |
|
|
Weighted Average |
|
||
April 2026—December 2026 |
|
|
|
|
$ |
|
||
_________________________________
Net settlements on oil futures and sell basis swap contracts decreased oil revenues by $
10
oil revenues by $
Natural Gas Liquids
We have entered into natural gas liquids futures contracts and swap agreements for ethane that effectively fix prices for the production and periods shown below. Prices to be realized for hedged production may be less than these fixed prices because of location, quality and other adjustments.
Production Period |
|
Gallons per Day |
|
|
Weighted Average |
|
||
Ethane |
|
|
|
|
|
|
||
January 2027—March 2027 |
|
|
|
|
$ |
|
||
Net settlements on NGL futures contracts had
Natural Gas
We have entered into natural gas futures contracts and swap agreements that effectively fix prices for the production and periods shown below. Prices to be realized for hedged production may be less than these fixed prices because of location, quality and other adjustments.
Production Period |
|
MMBtu per Day |
|
|
Weighted Average |
|
||
April 2026—September 2026 |
|
|
|
|
$ |
|
||
October 2026—December 2026 |
|
|
|
|
$ |
|
||
January 2027—March 2027 |
|
|
|
|
$ |
|
||
April 2027—December 2027 |
|
|
|
|
$ |
|
||
January 2028—March 2028 |
|
|
|
|
$ |
|
||
We have also entered into gas collars that set a ceiling and floor price for the production and periods shown below.
|
|
|
Weighted Average |
|
|||||
Production Period |
MMBtu per Day |
|
Floor |
|
Ceiling |
|
|||
January 2028— March 2028 |
|
|
$ |
|
$ |
|
|||
The price we receive for our gas production is generally less than the NYMEX price because of adjustments for delivery location (“basis”), relative quality and other factors.
Production Period |
|
MMBtu per Day |
|
|
Weighted Average |
|
||
April 2026—March 2028 |
|
|
|
|
$ |
( |
) |
|
____________________________
Net settlements on gas futures and sell basis swap contracts decreased gas revenues by $
11
The following represents basic and diluted earnings per common unit for the three months ended March 31, 2026 and 2025:
(in thousands, except per unit data) |
Net (loss) income |
|
|
Units |
|
|
(Loss) Income per Unit |
|
||||
2026 |
|
|
|
|
|
|
|
|
|
|||
Basic |
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
Dilutive effect of phantom units |
|
|
|
|
|
|
|
|
||||
Diluted |
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
Basic |
$ |
|
|
|
|
|
$ |
|
||||
Dilutive effect of phantom units |
|
|
|
|
|
|
|
|
||||
Diluted |
$ |
|
|
|
|
|
$ |
|
||||
All restricted units, totaling
On May 15, 2025, we completed an underwritten public offering for the sale of
On May 4, 2026, the board of directors of our general partner declared a cash distribution of $
Our fourth quarter distribution of $
The Partnership recognizes sales of oil, natural gas, and NGLs when it satisfies a performance obligation by transferring control of the product to a customer, in an amount that reflects the consideration to which the Partnership expects to be entitled in exchange for the product.
As discussed in Note 10, the Partnership recognizes the impact of derivative gains and losses as a component of revenue.
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||
|
|
Oil and |
|
|
Natural gas |
|
|
Natural gas |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Revenue from customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unrealized gain (loss) on derivatives |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Realized gain (loss) on derivatives |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total revenues |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||
|
|
Oil and |
|
|
Natural gas |
|
|
Natural gas |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Revenue from customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unrealized gain (loss) on derivatives |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Realized gain (loss) on derivatives |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Total Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
Natural Gas and NGL Sales
Under our natural gas processing contracts, we deliver natural gas to a midstream processing entity at the wellhead or at the inlet of a facility. The midstream provider gathers and processes the product, and both the residue gas and the resulting natural gas liquids are sold at the tailgate of the plant. The Partnership’s natural gas production is primarily sold under market-sensitive contracts that are typically priced at a differential to the published natural gas index price for the producing area due to the natural gas quality and the proximity to the market. We evaluated these arrangements and determined that control of the products transfers at the tailgate of the plant, meaning that the Partnership is the principal, and the third-party purchaser is its customer. As such, we present the gas and NGL sales on a gross basis and the related gathering and processing costs as a component of taxes, transportation, and other expenses on the statement of operations.
Oil and Condensate Sales
Oil production is typically sold at the wellhead or at the outlet of a gathering system under market-sensitive contracts at an index price, net of pricing differentials. The Partnership recognizes revenue when control transfers to the purchaser at the wellhead at the net price received from the customer.
Production imbalances
The Partnership uses the sales method to account for production imbalances. If the Partnership’s sales volumes for a well exceed the Partnership’s proportionate share of production from the well, a liability is recognized to the extent that the Partnership’s share of estimated remaining recoverable reserves from the well is insufficient to satisfy the imbalance. No receivables are recorded for those wells on which the Partnership has taken less than its proportionate share of production.
Contract Balances
Under the Partnership’s product sales contracts, its customers are invoiced once the Partnership’s performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Partnership’s product sales contracts do not give rise to contract assets or contract liabilities.
Performance Obligations
The majority of the Partnership’s sales are short-term in nature with a contract term of one year or less. For those contracts, the Partnership has utilized the practical expedient in ASC 606-10-50-14 exempting the Partnership from disclosures of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original duration of one year or less.
For the Partnership’s product sales that have a contract term greater than one year, the Partnership has utilized the practical expedient in ASC 606-10-50-14(a), which states the Partnership is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these contracts, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligation is not required.
In January 2026, the Compensation Committee of the Board (the "Compensation Committee") approved grants of
Additionally, in January 2026, the Compensation Committee approved grants of
13
units. The phantom units will be settled in common units and distribution equivalents will be paid to holders of outstanding phantom units, including unvested phantom units.
Additionally, in January 2025, the Compensation Committee approved grants of
We recognized compensation expense related to these and prior grants of $
Accrued liabilities consist of the following at March 31, 2026 and December 31, 2025:
|
|
March 31, |
|
|
December 31, |
|
||
Accrued production expenses |
|
$ |
|
|
$ |
|
||
Accrued capital expenditures |
|
$ |
|
|
$ |
|
||
Accrued bonuses |
|
$ |
|
|
$ |
|
||
Accrued ad valorem taxes |
|
$ |
|
|
$ |
|
||
Accrued severance taxes |
|
$ |
|
|
$ |
|
||
Other accrued liabilities |
|
$ |
|
|
$ |
|
||
Total accrued liabilities |
|
$ |
|
|
$ |
|
||
We have
The Partnership's Chief Operating Decision Maker ("CODM") is a group of executives, including the Co-Chief Executive Officers. The CODM assesses performance for the E&P segment and decides how to allocate resources based on cash provided by operations which is also reported on the statement of cash flows as consolidated cash provided by operations. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the E&P segment or to pay distributions.
14
Selected financial information related to our
(in thousands) |
|
Three months ended March 31, |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
REVENUES |
|
|
|
|
|
|
|
||
Oil and condensate |
|
$ |
( |
) |
|
$ |
|
|
|
Natural gas liquids |
|
|
|
|
|
|
|
||
Gas |
|
|
|
|
|
|
|
||
Total Revenues |
|
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
|
|
||
Production |
|
|
|
|
|
|
|
||
Exploration |
|
|
|
|
|
|
|
||
Taxes, transportation and other |
|
|
|
|
|
|
|
||
Depreciation, depletion, and amortization |
|
|
|
|
|
|
|
||
Accretion of discount in asset retirement obligation |
|
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
|
||
Total Expenses |
|
|
|
|
|
|
|
||
OPERATING LOSS |
|
|
( |
) |
|
|
( |
) |
|
OTHER INCOME |
|
|
|
|
|
|
|
||
Other income |
|
|
|
|
|
|
|
||
SEGMENT (LOSS) INCOME FROM OPERATIONS |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
||
Reconciliation: |
|
|
|
|
|
|
|
||
Interest income |
|
|
|
|
|
|
|
||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
Other Expense |
|
|
( |
) |
|
|
( |
) |
|
NET (LOSS) INCOME |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
||
CASH PROVIDED BY OPERATING ACTIVITIES |
|
$ |
|
|
$ |
|
|
||
Interest payments totaled $
We have evaluated subsequent events through the date the financial statements were available to be issued. See Note 3.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto presented in Item 1 of this Quarterly Report on Form 10-Q (this "Quarterly Report"). Additionally, the following discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Unless otherwise stated or the context indicates otherwise, references in this Quarterly Report to “our general partner” refers to TXO Partners GP, LLC, a Delaware limited liability company, and the terms “partnership,” the “Company,” “we,” “our,” “us” or similar terms refer to TXO Partners, L.P., a Delaware limited partnership (the "Partnership" or“TXO Partners”) and its subsidiaries. Unless otherwise indicated, throughout this discussion the term “MBoe” refers to thousands of barrels of oil equivalent quantities produced for the indicated period, with natural gas and NGL quantities converted to Bbl on an energy equivalent ratio of six Mcf to one barrel of oil.
Cautionary Statement Regarding Forward-Looking Statements
Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements.” All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. 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 at the time such statement was made. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this Quarterly Report on Form 10-Q.
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 exploration for and development and production of oil, natural gas and natural gas liquids (“NGL”). We disclose important factors that could cause our actual results to differ materially from our expectations as discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statement include:
16
Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, our reserve and PV-10 estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.
Should one or more of the risks or uncertainties described in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove to be incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement 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 on Form 10-Q.
Overview
We are an independent oil and natural gas company focused on the acquisition, development, optimization and exploitation of conventional and unconventional oil, natural gas and natural gas liquid reserves in North America. Our properties are predominately located in the Permian Basin of New Mexico and Texas, the San Juan Basin of New Mexico and Colorado and the Williston Basin of Montana and North Dakota.
Recent Developments
Cross Timbers Energy, LLC Disposition
In March 2026, we announced that Cross Timbers Energy executed three purchase and sale agreements with multiple private buyers to sell oil and gas properties for gross aggregate consideration of approximately $200 million, including a purchase and sale agreement with CTOC for approximately $123.5 million in gross aggregate consideration.
Also, in March 2026, we received approximately $6.2 million of deposits, net to TXO Partners, related to the Cross Timbers Transactions.
17
On April 1, 2026, the first Cross Timbers Transaction closed resulting in net proceeds of approximately $8.2 million, subject to customary purchase price adjustments. The preliminary allocation of the proceeds included $8.3 million to proved properties and $0.1 million to other current liabilities.
On April 30, 2026, the second Cross Timbers Transaction closed resulting in net proceeds of approximately $30.8 million, subject to customary purchase price adjustments, of which all was allocated to proved properties.
Subject to customary closing conditions, the third Cross Timbers Transaction is expected to close by the end of the second quarter of 2026. There can be no assurance that all conditions to closing the third Cross Timbers Transaction will be satisfied.
We expect to receive approximately $100.0 million in net proceeds from the Cross Timbers Transactions, subject to customary purchase price adjustments. We intend to use a portion of the net proceeds to pay the $70.0 million deferred payment for our 2025 purchase of assets from White Rock Energy, LLC, due on July 31, 2026.
Market Outlook
The oil and natural gas industry is cyclical and commodity prices are highly volatile. For example, during the period from January 1, 2025 through March 31, 2026, NYMEX prices for crude oil and natural gas reached a high of $102.88 per Bbl and $7.46 per MMBtu, respectively, and a low of $55.27 per Bbl and $2.70 per MMBtu, respectively. Oil prices increased in the first quarter of 2026 due to hostilities in the Middle East which led to unexpected production cuts and supply constraints. These increases began to moderate in April 2026 due to the cease fire announcement, however, oil prices remain volatile.
We expect the crude oil and natural gas markets will continue to be volatile in the future. Our revenue, profitability and future growth are highly dependent on the prices we receive for our oil and natural gas production. Please see “Risk Factors--Risks Related to the Natural Gas, NGL and Oil Industry and Our Business--Commodity prices are volatile--A sustained decline in commodity prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.”
With our anticipated cash flows from our long-lived property base, we intend to provide dynamic allocation of funds to prudently meet our goals. These goals include the highest projected economic returns on our capital budget, acquisition opportunities that fulfill our strategy, and cash distributions for the life of our legacy assets. From time to time, we may choose to prioritize the repayment of debt incurred in acquisitions to support the longer-term financial stewardship of our business. At other times, given fluctuations in industry costs and commodity prices, we may modify our capital budget or cash balances to shift funds towards cash distributions. We will use all of these tools to support our underlying strategy as a “production and distribution” enterprise.
Concerns over global economic conditions, energy costs, supply chain disruptions, increased demand, labor shortages associated with a fully employed U.S. labor force, war, geopolitical issues, inflation, tariffs, the availability and cost of credit and the United States financial markets and other factors have contributed to increased economic uncertainty and diminished expectations for the global economy. Rising inflation has been pervasive for the last several years, increasing the cost of salaries, wages, supplies, material, freight, and energy. While we have seen inflation moderate, inflation continues to run higher than the Federal Reserve target, resulting in higher costs. We continue to undertake actions and implement plans to address these pressures and protect the requisite access to commodities and services, however, these mitigation efforts may not succeed or be insufficient. Nevertheless, we expect for the foreseeable future to experience inflationary pressure on our cost structure. Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and wage increases have increased our operating costs. We do not expect these cost increases to reverse in the short term. Typically, as prices for oil and natural gas increase, so do associated costs. Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion to prices. We cannot predict the future inflation rate but to the extent these higher costs do not begin to reverse or start to increase again, we may experience a higher cost environment going forward. If we are unable to recover higher costs through higher commodity prices, our current revenue stream, estimates of future reserves, borrowing base calculations, impairment assessments of oil and natural gas properties, and values of properties in purchase and sale transactions would all be significantly impacted.
We are taking actions to mitigate inflationary pressures. We are working closely with other suppliers and contractors to ensure availability of supplies on site, especially fuel, steel and chemical supplies, which are critical to many of our operations. However, these mitigation efforts may not succeed or be insufficient.
How We Evaluate Our Operations
We use a variety of financial and operational metrics to assess the performance of our operations, including:
18
Non-GAAP Financial Measures
Adjusted EBITDAX
We include in this Quarterly Report the non-GAAP financial measure Adjusted EBITDAX and provide our calculation of Adjusted EBITDAX and a reconciliation of Adjusted EBITDAX to net income (loss), our most directly comparable financial measures calculated and presented in accordance with GAAP. We define Adjusted EBITDAX as net income (loss) before (1) interest income, (2) interest expense, (3) depreciation, depletion and amortization, (4) impairment expenses, (5) accretion of discount on asset retirement obligations, (6) exploration expenses, (7) unrealized (gains) losses on commodity derivative contracts, (8) non-cash incentive compensation, (9) non-cash (gain) loss on forgiveness of debt and (10) certain other non-cash expenses.
Adjusted EBITDAX is used as a supplemental financial measure by our management and by external users of our financial statements, such as industry analysts, investors, lenders, rating agencies and others, to more effectively evaluate our operating performance and our results of operation from period to period and against our peers without regard to financing methods, capital structure or historical cost basis. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX is not a measurement of our financial performance under GAAP and should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP or as indicators of our operating performance. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDAX. Our presentation of Adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDAX may not be identical to other similarly titled measures of other companies.
Cash Available for Distribution
Cash available for distribution is not a measure of net income or net cash flow provided by or used in operating activities as determined by GAAP. Cash available for distribution is a supplemental non-GAAP financial measure used by our management and by external users of our financial statements, such as investors, lenders and others (including industry analysts and rating agencies who will be using such measure), to assess our ability to internally fund our exploration and development activities, pay distributions, and to service or incur additional debt. We define cash available for distribution as Adjusted EBITDAX less net cash interest expense, exploration expense, non-recurring (gain) / loss and development costs. Development costs include all of our capital expenditures made for oil and gas properties, other than acquisitions. Cash available for distribution will not reflect changes in working capital balances. Cash available for distribution is not a measurement of our financial performance or liquidity under GAAP and should not be considered as an alternative to, or more meaningful than, net income (loss) or net cash provided by or used in operating activities as determined in accordance with GAAP or as indicators of our financial performance and liquidity. The GAAP measures most directly comparable to cash available for distribution are net income and net cash provided by operating activities. Cash available for distribution should not be considered as an alternative to, or more meaningful than, net income or net cash provided by operating activities.
You should not infer from our presentation of Adjusted EBITDAX that its results will be unaffected by unusual or non-recurring items. You should not consider Adjusted EBITDAX or cash available for distribution in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, because Adjusted EBITDAX and cash available for distribution may be defined differently by other companies in our industry, our definition of Adjusted EBITDAX and cash available for distribution may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
19
Reconciliation of Adjusted EBITDAX and Cash Available for Distribution to GAAP Financial Measures
|
|
Three Months Ended March 31, |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
|
|
(in thousands) |
|||||||
Net (loss) income |
|
$ |
(74,336 |
) |
|
$ |
2,416 |
|
|
Interest expense |
|
|
5,740 |
|
|
|
3,621 |
|
|
Interest income |
|
|
(99 |
) |
|
|
(103 |
) |
|
Depreciation, depletion and amortization |
|
|
28,838 |
|
|
|
21,429 |
|
|
Accretion of discount in asset retirement obligation |
|
|
4,568 |
|
|
|
3,813 |
|
|
Exploration expense |
|
|
108 |
|
|
|
73 |
|
|
Unrealized (gains) losses on commodity derivative contracts |
|
|
75,636 |
|
|
|
7,591 |
|
|
Non-cash incentive compensation |
|
|
3,574 |
|
|
|
2,131 |
|
|
Non-recurring (gain)/loss |
|
|
43 |
|
|
|
5 |
|
|
Adjusted EBITDAX |
|
$ |
44,072 |
|
|
$ |
40,976 |
|
|
Cash Interest expense |
|
|
(5,402 |
) |
|
|
(3,368 |
) |
|
Cash Interest income |
|
|
99 |
|
|
|
103 |
|
|
Exploration expense |
|
|
(108 |
) |
|
|
(73 |
) |
|
Development costs |
|
|
(9,427 |
) |
|
|
(8,291 |
) |
|
Cash Available for Distribution |
|
$ |
29,234 |
|
|
$ |
29,347 |
|
|
|
|
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
33,408 |
|
|
$ |
30,610 |
|
|
Changes in operating assets and liabilities |
|
|
5,253 |
|
|
|
7,028 |
|
|
Development costs |
|
|
(9,427 |
) |
|
|
(8,291 |
) |
|
Cash Available for Distribution |
|
$ |
29,234 |
|
|
$ |
29,347 |
|
|
20
Results of Operations
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
REVENUES |
|
|
|
|
|
|
||
Oil and condensate |
|
$ |
(2,746 |
) |
|
$ |
64,995 |
|
Natural gas liquids |
|
|
9,335 |
|
|
|
8,562 |
|
Natural gas |
|
|
21,687 |
|
|
|
10,768 |
|
Total Revenues |
|
|
28,276 |
|
|
|
84,325 |
|
EXPENSES |
|
|
|
|
|
|
||
Production |
|
|
47,737 |
|
|
|
42,271 |
|
Exploration |
|
|
108 |
|
|
|
73 |
|
Taxes, transportation and other |
|
|
19,762 |
|
|
|
17,881 |
|
Depreciation, depletion and amortization |
|
|
28,838 |
|
|
|
21,429 |
|
Accretion of discount in asset retirement obligation |
|
|
4,568 |
|
|
|
3,813 |
|
General and administrative |
|
|
4,814 |
|
|
|
2,441 |
|
Total Expenses |
|
|
105,827 |
|
|
|
87,908 |
|
OPERATING LOSS |
|
|
(77,551 |
) |
|
|
(3,583 |
) |
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
||
Other income |
|
|
8,856 |
|
|
|
9,517 |
|
Interest income |
|
|
99 |
|
|
|
103 |
|
Interest expense |
|
|
(5,740 |
) |
|
|
(3,621 |
) |
Total Other Income |
|
|
3,215 |
|
|
|
5,999 |
|
NET (LOSS) INCOME |
|
$ |
(74,336 |
) |
|
$ |
2,416 |
|
The following table provides a summary of our sales volumes, average prices (both including and excluding the effects of derivatives) and operating expenses on a per Boe basis for the periods indicated:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Sales: |
|
|
|
|
|
|
||
Oil and condensate sales (MBbls) |
|
|
1,310 |
|
|
|
902 |
|
Natural gas liquids sales (MBbls) |
|
|
425 |
|
|
|
295 |
|
Natural gas sales (MMcf) |
|
|
7,027 |
|
|
|
6,791 |
|
Total (MBoe) |
|
|
2,906 |
|
|
|
2,329 |
|
Total (MBoe/d) |
|
|
32 |
|
|
|
26 |
|
Average sales prices: |
|
|
|
|
|
|
||
Oil and condensate excluding the effects of derivatives (per Bbl) |
|
$ |
68.54 |
|
|
$ |
68.58 |
|
Oil and condensate (per Bbl) (1) |
|
$ |
(2.10 |
) |
|
$ |
72.08 |
|
Natural gas liquids excluding the effects of derivatives (per Bbl) |
|
$ |
21.91 |
|
|
$ |
29.04 |
|
Natural gas liquids (per Bbl) (2) |
|
$ |
21.96 |
|
|
$ |
29.00 |
|
Natural gas excluding the effects of derivatives (per Mcf) |
|
$ |
2.91 |
|
|
$ |
3.45 |
|
Natural gas (per Mcf) (3) |
|
$ |
3.09 |
|
|
$ |
1.59 |
|
Expense per Boe: |
|
|
|
|
|
|
||
Production |
|
$ |
16.43 |
|
|
$ |
18.15 |
|
Taxes, transportation and other |
|
$ |
6.80 |
|
|
$ |
7.68 |
|
Depreciation, depletion and amortization |
|
$ |
9.92 |
|
|
$ |
9.20 |
|
General and administrative expenses |
|
$ |
1.66 |
|
|
$ |
1.05 |
|
21
Revenues
Revenues decreased $56.0 million, or 66%, from $84.3 million for the three months ended March 31, 2025 to $28.3 million for the three months ended March 31, 2026. The decrease was primarily attributable to net losses on our hedging activity of $91.3 million for the three months ended March 31, 2026, compared to net hedging losses of $9.5 million for the three months ended March 31, 2025, resulting in a year-over-year increase in hedging losses of $81.8 million, of which $68.0 million were unrealized losses and $13.7 million were realized losses. Additionally, a 15% decrease in the average selling price of natural gas, excluding the effects of derivatives, resulted in a decrease in revenue of $3.6 million and a 25% decrease in the average selling price of NGLs, excluding the effects of derivatives, resulted in a decrease in revenue of $2.1 million. These decreases were partially offset by increases in production of 577 MBoe which resulted in increased revenue of $31.5 million primarily as a result of the acquisition of producing assets in the Williston Basin (the "Williston Acquisition") being offset by natural declines in the historical properties.
Production expenses
Production expenses increased $5.5 million, or 13%, from $42.3 million for the three months ended March 31, 2025 to $47.7 million for the three months ended March 31, 2026. This increase is primarily due to increased costs of $3.3 million related to the Williston Acquisition and increased maintenance and electricity costs on our historical properties.
On a per unit basis, production expenses decreased from $18.15 per Boe sold for the three months ended March 31, 2025 to $16.43 per Boe sold for the three months ended March 31, 2026. The decrease is primarily related to an increase in production of 577 MBoe partially offset by increased costs attributable to production from the Williston Acquisition.
Taxes, transportation, and other
Taxes, transportation, and other increased $1.9 million, or 11%, from $17.9 million for the three months ended March 31, 2025 to $19.8 million for the three months ended March 31, 2026. The increase is primarily attributable to the increase in production partially offset by decreased oil, gas and NGL prices excluding the effects of derivatives.
On a per unit basis, taxes, transportation, and other decreased from $7.68 per Boe sold for the three months ended March 31, 2025 to $6.80 per Boe sold for the three months ended March 31, 2026. The decrease is primarily related to increased production partially offset by increased costs.
Depreciation, depletion, and amortization
Depreciation, depletion, and amortization (“DD&A”) increased $7.4 million, or 35%, from $21.4 million for the three months ended March 31, 2025 to $28.8 million for the three months ended March 31, 2026. The increase is primarily attributable to the DD&A from increased production associated with the Williston Acquisition which has a higher rate than the historical properties partially offset by decreased production on our historical properties.
On a per unit basis, depreciation, depletion, and amortization increased from $9.20 per Boe sold for the three months ended March 31, 2025 to $9.92 per Boe sold for the three months ended March 31, 2026. The increase is primarily related to the production associated with the Williston Acquisition, which has a higher rate than the historical properties.
General and administrative
General and administrative (“G&A”) expenses increased $2.4 million, or 97%, from $2.4 million for the three months ended March 31, 2025 to $4.8 million for the three months ended March 31, 2026. The increase is primarily attributable to higher personnel costs of $1.7 million, principally due to amortization of unit-based compensation.
On a per unit basis, G&A expense increased from $1.05 per Boe sold for the three months ended March 31, 2025 to $1.66 per Boe sold for the three months ended March 31, 2026. The increase is primarily related to increased costs partially offset by increased production.
Other income
Other income decreased $0.7 million, or 7%, from $9.5 million for the three months ended March 31, 2025 to $8.9 million for the three months ended March 31, 2026. The decrease is primarily attributable to lower CO2 and plant income of $1.7 million and the absence of bonus payments from term leases of $1.2 million partially offset by increased marketing income of $1.5 million. The CO2 and plant income is ancillary to the operations of the gas processing plant in the Permian Basin in New Mexico and CO2 assets in Colorado.
22
Interest expense
Interest expense increased $2.1 million, or 59%, from $3.6 million for the three months ended March 31, 2025 to $5.7 million for the three months ended March 31, 2026. The increase is primarily attributable to increased borrowings partially offset by a lower average interest rate.
Liquidity and Capital Resources
Our primary sources of liquidity and capital will be cash flows generated by operating activities and borrowings under our Credit Facility. Outstanding borrowings under our Credit Facility were $270.0 million at March 31, 2026 and $284.0 million at December 31, 2025, and the remaining availability under our Credit Facility was $140.0 million at March 31, 2026 and $126.0 million at December 31, 2025. Additionally, we had negative net working capital (including cash and excluding the effects of derivative instruments) of $70.0 million at March 31, 2026 and negative net working capital of $71.8 million at December 31, 2025. The negative working capital of $70.0 million at March 31, 2026 and $71.8 million at December 31, 2025 is primarily related to the $70.0 million deferred payment on the Williston Acquisition that is due July 31, 2026.
Our partnership agreement requires that we distribute all of our available cash (as defined in the partnership agreement) to our unitholders. Our quarterly cash distributions may vary from quarter to quarter as a direct result of variations in the performance of our business, including those caused by fluctuations in the prices of oil and natural gas. Such variations may be significant and quarterly distributions paid to our unitholders may be zero. Our first quarter distribution of $0.36 per unit with respect to cash available for distribution for the three months ended March 31, 2026, was declared on May 4, 2026 and will be paid on May 22, 2026 to unitholders of record on May 15, 2026.
Our acquisition and development expenditures consist of acquisitions of proved, unproved and other property and development expenditures. Our capital expenditures including acquisitions and net of sales were $4.4 million for the three months ended March 31, 2026 and $6.8 million for the three months ended March 31, 2025 Included in the three months ended March 31, 2026, is $6.2 million related to TXO Partners' share of deposits related to the Cross Timbers Transactions.
In order to mitigate volatility in oil and natural gas prices, we have entered into commodity derivative contracts. See “Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk.”
We incurred costs of approximately $8.7 million for drilling, completion and recompletion activities and facilities costs in the three months ended March 31, 2026 and we have budgeted approximately $70.0 million for such costs in 2026.
The amount and timing of these capital expenditures is substantially within our control and subject to management’s discretion. We retain the flexibility to defer a portion of these planned capital expenditures depending on a variety of factors, including, but not limited to the prevailing and anticipated prices for oil, NGLs and natural gas, the availability of necessary equipment, infrastructure and capital, seasonal conditions and drilling and acquisition costs. Any postponement or elimination of our development program could result in a reduction of proved reserve volumes, production and cash flow, including distributions to unitholders.
Based on current commodity prices and our drilling success rate to date, we expect to be able to fund our distributions, meet our debt obligations and fund our 2026 capital development programs from cash flow from operations and borrowings under our Credit Facility.
If cash flow from operations does not meet our expectations, we may reduce our expected level of capital expenditures and/or distributions to unitholders. Alternatively, we may fund these expenditures using borrowings under our Credit Facility, issuances of debt and equity securities or from other sources, such as asset sales. We cannot assure you that necessary capital will be available on acceptable terms or at all. Our ability to raise funds through the incurrence of additional indebtedness could be limited by covenants in our debt arrangements. 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, finance the capital expenditures necessary to maintain our production or proved reserves, or make distributions to unitholders.
Cash flows
The following table summarizes our cash flows for the periods indicated (in thousands):
23
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
33,408 |
|
|
$ |
30,610 |
|
Net cash used by investing activities |
|
|
(4,381 |
) |
|
|
(6,843 |
) |
Net cash used by financing activities |
|
|
(30,515 |
) |
|
|
(20,230 |
) |
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Net cash provided by operating activities
Net cash provided by operating activities increased $2.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to increased production and improved operating results, excluding the effects of derivatives partially offset by higher expenses and lower oil, gas and NGL prices.
Net cash used by investing activities
Net cash used by investing activities decreased $2.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to proceeds from sale of property and equipment of $6.3 million partially offset by an increase in proved property acquisitions of $2.5 million and development costs of $1.1 million.
Net cash used by financing activities
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Proceeds from long-term debt |
|
$ |
23,000 |
|
|
$ |
36,000 |
|
Payments on long-term debt |
|
|
(37,000 |
) |
|
|
(31,000 |
) |
Proceeds from sale of units to cover withholding taxes |
|
|
1,508 |
|
|
|
1,215 |
|
Withholding taxes paid on vesting of restricted units |
|
|
(1,446 |
) |
|
|
(1,151 |
) |
Debt issuance costs |
|
|
(13 |
) |
|
|
— |
|
Distributions |
|
|
(16,564 |
) |
|
|
(25,294 |
) |
Net cash used by financing activities |
|
$ |
(30,515 |
) |
|
$ |
(20,230 |
) |
Net cash used by financing activities increased $10.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increased net repayments under our Credit Facility of $19.0 million partially offset by decreased distributions to unitholders of $8.7 million.
Revolving credit agreement
On July 31, 2025, we entered into Amendment No. 5 to our Credit Facility with certain commercial banks, as the lenders, and JPMorgan Chase Bank, N.A., as the administrative agent. We use the Credit Facility for general corporate purposes. Amendment No. 5 increased the borrowing base from $275 million to $410 million, extended the maturity date to August 30, 2029 and joined certain new Lenders to the Credit Facility.
24
Our Credit Facility contains certain customary representations, warranties and covenants, including but not limited to, limitations on incurring debt and liens, limitations on merging or consolidating with another company, limitations on making certain restricted payments, limitations on investments, limitations on paying distributions on, redeeming, or repurchasing common units, limitations on entering into transactions with affiliates, and limitations on asset sales. The Credit Facility also contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Credit Facility to be immediately due and payable.
At our election, interest on borrowings under the credit facility is determined by reference to either the secured overnight financing rate (“SOFR”) plus an applicable margin between 3.00% and 4.00% per annum (depending on the then-current level of borrowings under the Credit Facility) or the alternate base rate (“ABR”) plus an applicable margin between 2.00% and 3.00% per annum (depending on the then-current level of borrowings under the Credit Facility). The weighted average interest rate on Credit Facility borrowings was 7.4% in the three months ended March 31, 2026.
We are required to maintain (i) a current ratio (the ratio of current assets to current liabilities) greater than 1.0 to 1.0, which for purposes of this definition includes availability under the Credit Facility but excludes the fair value of derivative instruments, and (ii) a ratio of total net debt-to-EBITDAX of not greater than 3.0 to 1.0. For purposes of the total net debt-to-EBITDAX ratio, total net debt is total debt for borrowed money (including capital leases and purchase money debt) minus unrestricted cash and cash equivalents on hand at such time (not exceeding $15.0 million in the aggregate), minus the unpaid balance of the FAM Loan. EBITDAX means the sum of (i) net income plus interest expense; income taxes paid; depreciation, depletion and amortization; exploration expenses, including workover expenses; non-cash charges including unrealized losses on derivative instruments; and, any extraordinary or non-recurring charges, minus (ii) any extraordinary or non-recurring income and any non-cash income including unrealized gains on derivative instruments. Under the terms of the Credit Facility, we were in compliance with all of our debt covenants as of March 31, 2026. Additionally, we believe we have adequate liquidity to continue as a going concern for at least the next twelve months from the date of this report.
We had $270.0 million debt outstanding and $140.0 million available under our Credit Facility as of March 31, 2026.
Contractual obligations and commitments
We have not guaranteed the debt or obligations of any other party, nor do we have any other arrangements or relationships with other entities that could potentially result in consolidated debt or losses.
Derivative contracts
We have entered into derivative instruments to hedge our exposure to commodity price fluctuations. If market prices are higher than the contract prices when the cash settlement amount is calculated, we are required to pay the contract counterparties. As of March 31, 2026, the current liability related to such contracts was $56.0 million and the long-term liability related to such contracts was $8.5 million. Such payments will generally be funded by higher prices received from the sale of oil, NGLs and natural gas. For further information on derivative contracts, see Note 10 in the financial statements included elsewhere in this Quarterly Report.
Asset Retirement Obligation
At March 31, 2026, we had asset retirement obligations of $225.0 million inclusive of a current portion of $3.5 million. For further information on asset retirement obligations, see Note 7 in the financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies
There has been no change in our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates 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 interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. All of our market risk sensitive instruments were entered into for purposes other than speculative trading. Also, gains and losses on these instruments are generally offset by losses and gains on the offsetting expenses.
25
Commodity price risk
Our major market risk exposure is in the pricing that we receive for our oil, NGL and natural gas production. Pricing for oil, NGLs, and natural gas has been volatile and unpredictable for several years, and this volatility is expected to continue in the future. The prices we receive for our oil, NGL, and natural gas production depend on many factors outside of our control, such as the strength of the global economy and global supply and demand for the commodities we produce.
To reduce the impact of fluctuations in oil, NGL and natural gas prices on our revenues, we periodically enter into commodity derivative contracts with respect to certain of our oil, NGL and natural gas production through various transactions that limit the risks of fluctuations of future prices. We plan to continue our practice of entering into such transactions to reduce the impact of commodity price volatility on our cash flow from operations. Future transactions may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pay the excess, if any, of the floating rate over the fixed ceiling. These hedging activities are intended to limit our exposure to product price volatility and to maintain stable cash flows.
As of March 31, 2026, the fair market value of our oil, NGL and natural gas derivative contracts was a net liability of $56.9 million. Based upon our open commodity derivative positions at March 31, 2026, a hypothetical 10% change in the NYMEX WTI, Henry Hub prices, OPIS prices and basis prices would change our net oil, NGL and natural gas derivative liability by approximately $40.6 million.
(in thousands) |
|
Fair Value at |
|
|
Hypothetical |
|
||
Derivative asset (liability) – Crude Oil |
|
$ |
(62,399 |
) |
|
$ |
32,014 |
|
Derivative asset (liability) – Natural Gas Liquids |
|
$ |
42 |
|
|
$ |
34 |
|
Derivative asset (liability) – Natural Gas |
|
$ |
5,481 |
|
|
$ |
8,525 |
|
Net derivative liability |
|
$ |
(56,876 |
) |
|
$ |
40,573 |
|
The hypothetical change in fair value could be a gain or loss depending on whether prices increase or decrease.
Counterparty and customer credit risk
Our cash and cash equivalents are exposed to concentrations of credit risk. We manage and control this risk by investing these funds in major financial institutions. We often have balances in excess of the federally insured limits.
We sell oil, NGL and natural gas production to various types of customers. Credit is extended based on an evaluation of the customer’s financial condition and historical payment record. The future availability of a ready market for our production depends on numerous factors outside of our control, none of which can be predicted with certainty. For the years ended December 31, 2025, we had three customers and December 31, 2024, we had two customers that each accounted for more than 10% of total revenues. We do not believe the loss of any single purchaser would materially impact our operating results because oil, NGLs and natural gas are fungible products with well-established markets and numerous purchasers.
At March 31, 2026, we had commodity derivative contracts with counterparties. We are currently not required to provide collateral or other security to counterparties to support derivative instruments; however, to minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. Additionally, we use master netting arrangements to minimize credit risk exposure. The creditworthiness of our counterparties is subject to periodic review.
Interest rate risk
At March 31, 2026, we had $270.0 million of variable rate debt outstanding. Assuming no change in the amount outstanding, the impact on interest expense of a 1% increase or decrease in the average interest rate would be approximately $2.7 million per year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving credit agreement.”
26
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Co-Chief Executive Officer and Chief Financial Officer, along with the Co-Chief Executive Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2026. Based on this evaluation, the Co-Chief Executive Officer and Chief Financial Officer, along with the Co-Chief Executive Officer concluded that as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized, and reported as and when required, and that such information is accumulated and communicated to our management, including the Co-Chief Executive Officer and Chief Financial Officer, along with the Co-Chief Executive Officer, to allow timely decisions regarding its required disclosure. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, the Co-Chief Executive Officer and Chief Financial Officer, along with the Co-Chief Executive Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
27
Part II - Other Information
Item 1. Legal Proceedings
We are party to lawsuits arising in the ordinary course of our business. We cannot predict the outcome of any such lawsuits with certainty, but management believes it is remote that pending or threatened legal matters will have a material adverse impact on our financial condition. Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment-related disputes. In the opinion of our management, none of these other pending litigation matters, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.
Item 1A. Risk Factors
There have been no material changes in the risk factors disclosed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the fiscal quarter ended March 31, 2026, there were no
28
Item 6. Exhibits
Exhibit Number |
Description |
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|
3.1 |
Amended and Restated Certificate of Limited Partnership of TXO Partners, L.P. (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
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3.2 |
Amended and Restated Certificate of Formation of TXO Partners GP, LLC (incorporated by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
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|
3.3 |
Seventh Amended and Restated Agreement of Limited Partnership of TXO Partners, L.P. (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on January 31, 2023) |
|
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3.4 |
Amendment No. 1 to the Seventh Amended and Restated Agreement of Limited Partnership of TXO Partners, L.P. (incorporated by reference to Exhibit 3.3 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
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3.5 |
Amended and Restated Limited Liability Company Agreement of TXO Partners GP, LLC (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K filed on March 31, 2023) |
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|
3.6 |
Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of TXO Partners GP, LLC (incorporated by reference to Exhibit 3.4 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
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10.1*# |
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|
10.2 |
Purchase and Sale Agreement with CTOC, dated as of March 10, 2026 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on March 10, 2026) |
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|
31.1* |
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31.2* |
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32.1* |
Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
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32.2* |
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|
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101.INS |
Inline 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). |
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|
101.SCH |
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
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|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
# Management contract or compensatory plan or arrangement
29
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.
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TXO Partners, L.P. |
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By: |
TXO Partners GP, LLC, its general partner |
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By: |
/s/ Brent W. Clum |
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|
Name: Brent W. Clum Title: Co-Chief Executive Officer, Chief Financial Officer and Duly Authorized Officer |
30
TXO PARTNERS GP, LLC
EXECUTIVE SEVERANCE PLAN
The purpose of this TXO Partners GP, LLC Executive Severance Plan (the “Plan”) is to encourage certain employees of TXO Partners GP, LLC (the “Company”), TXO Partners, L.P. (the “Partnership”) and their Affiliates (together, the “Company Group”) to remain in the employ of the Employer by providing, among other things, severance protections to such employees in the event their employment is terminated under the circumstances described in this Plan.
For purposes of this Plan, the following terms shall have the meanings set forth below:
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2
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3
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The participants in this Plan (“Participants”) are those regular U.S. full-time employees of the Company Group at the Employment Level of Vice President or above.
If a Non-CIC Participant has a Non-CIC Qualifying Termination, then subject to the other conditions set forth in this Plan, the Participant will be entitled to receive the following payments and benefits:
4
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5
|||
If a Participant has a CIC Qualifying Termination, then subject to the other conditions set forth in this Plan, the Participant shall be entitled to receive the following payments and benefits:
6
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Notwithstanding any provision of this Plan to the contrary, any payments and benefits provided to a Participant under this Plan, other than the Accrued Rights, shall be subject to and contingent upon the Participant’s execution and delivery following the Termination Date of a Release.
A Participant shall not be entitled to any compensation or benefits under this Plan if the Participant rejects or fails to accept a written offer of employment from a Successor or from any Affiliate of the Company made on or before the Participant’s Termination Date that is for substantially comparable employment.
The Employer may deduct and withhold from any amounts payable under this Plan such federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.
7
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This Plan shall become effective on the date this Plan is approved by the Board. The Board or the Administrator (in a settlor, not fiduciary capacity), may amend, modify or terminate this Plan at any time; provided that, except as otherwise provided in Section VII.B.1.:
Nothing in this Plan will prevent or limit a Participant’s continuing or future participation in any plan, contract, agreement, practice, policy or program provided by the Company or any Affiliate thereof for which the Participant may qualify (an “Other Arrangement”), nor will anything in this Plan limit or otherwise affect any rights the Participant may have under any contract or agreement with the Company or any Affiliate thereof, provided that the benefits received under this Plan and an Other Arrangement shall not be duplicative. Therefore, notwithstanding any provision herein to the contrary, the payments and benefits payable hereunder shall be reduced (on a dollar for
8
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dollar basis) by the amount of such severance payments and benefits payable under an Other Arrangement to the extent duplicative, such that a Participant who is entitled to receive payments and benefits hereunder receives, in the aggregate, not more than the amount of payments and benefits that would be provided hereunder if there were no such Other Arrangement (or, if greater, the amount that would be provided under such Other Arrangements without regard to this Plan). Any such reduction in payments and benefits provided hereunder shall be implemented in such manner as is determined by the Company in compliance with all applicable laws, including Section 409A, if applicable, without changing the time or form of payment of any severance payments and benefits payable under an Other Arrangement. Vested benefits and other amounts a Participant is otherwise entitled to receive under any incentive compensation (including any equity award agreement), deferred compensation, retirement, pension or other plan, practice, policy or program of, or any contract or agreement with, the Company or any Affiliate thereof shall be payable in accordance with the terms of each such plan, practice, policy, program, contract or agreement, as the case may be.
All notices or other communications required or permitted by this Plan will be made in writing and all such notices or communications will be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company: TXO Partners GP, LLC
400 West 7th Street
Fort Worth, TX 76102
Attention: Secretary
If to the Participant: The Participant’s last known address as set forth in the Company’s records.
The Administrator will have the discretion to interpret the Plan and construe ambiguous, unclear, or implied (but omitted) terms in any fashion the Administrator deems to be appropriate in its reasonable discretion, and to make any findings of fact needed in the administration of the Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious. All determinations by the Administrator will be final and conclusive upon all persons and be given the maximum possible deference allowed by law. If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Administrator in its reasonable discretion, the provision shall be considered ambiguous and shall be interpreted by the Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the reasonable discretion of the Administrator. The Administrator has full authority and discretion to decide claims and appeals, including to construe, interpret and apply the terms of the Plan, to determine all questions concerning eligibility for and entitlement to benefits under this Plan. The Administrator’s decisions shall be final and binding.
9
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The Company intends that the Plan shall, at all times, be maintained on an unfunded basis for federal income tax purposes under the Code and administered as a non-qualified, “top hat” pension plan, exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).
A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Plan within 60 days after the Participant’s Qualifying Termination. Claims should be addressed and sent to:
Administrator
TXO Partners GP, LLC
400 West 7th Street
Fort Worth, TX 76102
Attention: Secretary
If the Participant’s claim is denied, in whole or in part, the Participant will be furnished with written notice of the denial within 90 days after the Administrator’s receipt of the Participant’s written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed 180 days will apply. If such an extension of time is required, written notice of the extension will be furnished to the Participant before the termination of the initial 90-day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered.
Written notice of the denial of the Participant’s claim will contain the following information: (i) the specific reason or reasons for the denial of the Participant’s claim; (ii) references to the specific Plan provisions on which the denial of the Participant’s claim was based; (iii) a description of any additional information or material required by the Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and (iv) a description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.
If the Participant’s claim is denied and he or she wishes to appeal the denied claim, the Participant or his or her authorized representative must follow the procedures described below:
(i) Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than 60 days after the Participant has received written notification of the denial.
(ii) The Participant has the right to submit in writing to the Administrator any comments, documents, records or other information relating to his or her claim for benefits.
10
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(iii) The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.
The review of the denied claim will take into account all comments, documents, records and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.
The Administrator will provide the Participant with written notice of its decision within 60 days after the Administrator’s receipt of the Participant’s written claim for review. There may be special circumstances which require an extension of this 60-day period. In any such case, the Administrator will notify the Participant in writing within the 60-day period and the final decision will be made no later than 120 days after the Administrator’s receipt of the Participant’s written claim for review.
The Administrator’s decision on the Participant’s claim for review will be communicated to the Participant in writing and will clearly state: (i) the specific reason or reasons for the denial of the Participant’s claim; (ii) reference to the specific Plan provisions on which the denial of the Participant’s claim is based; (iii) a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records and other information relevant to his or her claim for benefits; and (iv) a statement describing the Participant’s right to bring an action under Section 502(a) of ERISA.
The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes: (i) no claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and (ii) in any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.
If any judicial proceeding is undertaken to appeal the denial of a claim or bring any other action under ERISA other than a breach of fiduciary claim, the evidence presented may be strictly limited to the evidence timely presented to the Administrator. If the Participant wishes to file suit against the Plan, he or she must do so within 12 months of the date the final decision regarding the Participant’s claim appeal is issued. Notwithstanding the foregoing, if the Participant fails to engage in or exhaust the claims and review procedures, he or she must file suit or legal action within 12 months of the date of the alleged facts or conduct giving rise to the claim (including, without limitation, the date the Participant alleges he or she became entitled to the Plan benefits requested in the suit or legal action); provided, however, that this limitation shall not be construed to relieve the Participant of the obligation to exhaust all of the claim and review procedures under the Plan before filing suit.
11
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All payments provided under this Plan shall be paid from the general funds of the Company, and no special or separate fund or other segregation of assets shall be required to be made to assure payment. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured creditor of the Company.
Nothing in this Plan shall interfere with or limit in any way the right of the Company Group to terminate any Participant’s employment or service at any time or for any reason, nor shall this Plan itself confer upon any Participant any right to continue his or her employment or service for any specified period of time. Benefits arising under this Plan shall not constitute an employment contract with any member of the Company Group. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company Group except as expressly provided in writing in such other plan or an agreement thereunder. This Plan and any documents hereunder shall be interpreted and construed in accordance with the laws of the Delaware and applicable federal law.
* * * * *
12
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Schedule A
Employment Level |
Severance Multiplier |
CIC Severance Multiplier |
Non-CIC Participant |
C-Suite Executive |
2.0 |
3.0 |
Yes |
Vice President |
Not Applicable |
2.0 |
No |
* * * * *
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary D. Simpson, certify that:
Date: May 4, 2026 |
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By: |
/s/ Gary D. Simpson |
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Gary D. Simpson |
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Co-Chief Executive Officer TXO Partners GP, LLC, its general partner |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brent W. Clum, certify that:
Date: May 4, 2026 |
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By: |
/s/ Brent W. Clum |
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Brent W. Clum |
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Co-Chief Executive Officer and Chief Financial Officer TXO Partners GP, LLC, its general partner |
Exhibit 32.1
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of TXO Partners, L.P. (the “Partnership”) hereby certifies, to such officer’s knowledge, that:
Date: May 4, 2026 |
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By: |
/s/ Gary D. Simpson |
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Gary D. Simpson |
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Co-Chief Executive Officer TXO Partners GP, LLC, its general partner |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of TXO Partners, L.P. (the “Partnership”) hereby certifies, to such officer’s knowledge, that:
Date: May 4, 2026 |
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By: |
/s/ Brent W. Clum |
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Brent W. Clum |
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Co-Chief Executive Officer and Chief Financial Officer TXO Partners GP, LLC, its general partner |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.