Item 1. Financial Statements
ITEM 1.
FINANCIAL STATEMENTS
See attached financial statements on the following pages.
1
Table of Contents
DORCHESTER MINERALS, L.P.
(A Delaware Limited Partnership)
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
March 31,
December 31,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$ 28,157 $ 41,937
Accounts receivable
26,849 13,968
Net profits interest receivable - related party
19,042 2,513
Prepaid expenses and other current assets
393 526
Total current assets
74,441 58,944
Oil and natural gas properties (full cost method)
743,059 745,539
Accumulated full cost depletion
( 516,527 ) ( 495,643 )
Total
226,532 249,896
Leasehold improvements
989 989
Accumulated amortization
( 721 ) ( 698 )
Total
268 291
Operating lease right-of-use asset
384 423
Total assets
$ 301,625 $ 309,554
LIABILITIES AND PARTNERSHIP CAPITAL
Current liabilities:
Accounts payable and other current liabilities
$ 4,229 $ 3,538
Operating lease liability
252 256
Total current liabilities
4,481 3,794
Operating lease liability
461 521
Total liabilities
4,942 4,315
Commitments and contingencies (Note 4)
Partnership capital:
General Partner
( 5,174 ) ( 4,825 )
Unitholders ( 48,256 common units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)
301,857 310,064
Total partnership capital
296,683 305,239
Total liabilities and partnership capital
$ 301,625 $ 309,554
The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
DORCHESTER MINERALS, L.P.
(A Delaware Limited Partnership)
CONSOLIDATED INCOME STATEMENTS
(In Thousands, except per unit amounts)
(Unaudited)
Three Months Ended
March 31,
2026
2025
Operating revenues
Royalties
$
40,965
$
37,830
Net profits interest - related party
16,529
4,793
Lease bonus
849
111
Other
532
430
Total operating revenues
58,875
43,164
Costs and expenses
Operating, including production taxes
4,567
4,447
Depreciation, depletion and amortization
20,907
16,759
General and administrative
1,261
1,379
General and administrative expenses - related party
3,003
2,937
Total costs and expenses
29,738
25,522
Net income
$
29,137
$
17,642
Allocation of net income
General Partner
$
877
$
632
Unitholders
$
28,260
$
17,010
Net income per common unit (basic and diluted)
$
0.59
$
0.36
Weighted average basic and diluted common units outstanding
48,256
47,340
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
DORCHESTER MINERALS, L.P.
(A Delaware Limited Partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
(In Thousands)
(Unaudited)
General Partner
Unitholders
Total
Unitholder Units
Three Months Ended March 31, 2025
Balance at January 1, 2025
$ ( 1,997 ) $ 363,785 $ 361,788 47,340
Net income
632 17,010 17,642
Distributions ($ 0.739412 per common unit)
( 1,291 ) ( 35,004 ) ( 36,295 )
Balance at March 31, 2025
$ ( 2,656 ) $ 345,791 $ 343,135 47,340
Three Months Ended March 31, 2026
Balance at January 1, 2026
$ ( 4,825 ) $ 310,064 $ 305,239 48,256
Net income
877 28,260 29,137
Distributions ($ 0.755712 per common unit)
( 1,226 ) ( 36,467 ) ( 37,693 )
Balance at March 31, 2026
$ ( 5,174 ) $ 301,857 $ 296,683 48,256
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
DORCHESTER MINERALS, L.P.
(A Delaware Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Three Months Ended
March 31,
2026
2025
Cash flows from operating activities:
Net income
$
29,137
$
17,642
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
20,907
16,759
Amortization of operating lease right-of-use asset
39
42
Changes in operating assets and liabilities:
Accounts receivable
( 10,401
)
( 2,056
)
Net profits interest receivable - related party
( 16,529
)
( 14
)
Prepaid expenses and other current assets
133
( 146
)
Accounts payable and other current liabilities
691
1,233
Operating lease liability
( 64
)
( 66
)
Net cash provided by operating activities
23,913
33,394
Cash flows provided by investing activities:
Net cash contributed in acquisitions of oil and natural gas properties
-
1,938
Cash flows used in financing activities:
Distributions paid to General Partner and unitholders
( 37,693
)
( 36,295
)
Decrease in cash and cash equivalents
( 13,780
)
( 963
)
Cash and cash equivalents at beginning of period
41,937
42,508
Cash and cash equivalents at end of period
$
28,157
$
41,545
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
DORCHESTER MINERALS, L.P.
(A Delaware Limited Partnership)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Business and Basis of Presentation
Description of the Business
Dorchester Minerals, L.P. (the “Partnership”) is a publicly traded Delaware limited partnership that commenced operations on January 31, 2003. Our business may be described as the acquisition, ownership and administration of Royalty Properties (which consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 594 counties and parishes in 28 states (“Royalty Properties”)) and net profits overriding royalty interests (referred to as the “Net Profits Interest”, or “NPI”).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements do not include all of the disclosures required for complete annual financial statements prepared in conformity with U.S. GAAP. Therefore, the accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report. The accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments unless indicated otherwise) that are, in the opinion of management, necessary for the fair presentation of our financial position and operating results for the interim period. Interim period results are not necessarily indicative of the results for the calendar year. Per unit information is calculated by dividing the income or loss applicable to holders of the Partnership’s common units by the weighted average number of units outstanding. The Partnership has no potentially dilutive securities and, consequently, basic and diluted income per unit do not differ.
The unaudited consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries Dorchester Minerals Oklahoma LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, Dorchester-Maecenas GP LLC, The Buffalo Co., A Limited Partnership, DMLPTBC GP LLC, and DMLP Terra Firma LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
Certain amounts in the prior‑period condensed consolidated financial statements have been reclassified to conform to the current‑period presentation. Management believes these reclassifications enhance the clarity and consistency of the financial statement presentation. These are presentation only reclassifications and had no effect on total assets, total liabilities, shareholders’ equity, net income, or cash flows for any periods presented.
2.
Summary of Significant Accounting Policies
The Partnership’s significant accounting policies are described in Note 2 of the consolidated financial statements included in the Partnership’s Annual Report on Form 10‑K for the year ended December 31, 2025. There have been no changes in such polices or the application of such polices during the three months ended March 31, 2026.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Partnership evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Partnership considers reasonable in each circumstance. Any effects on the Partnership’s business, financial position, or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Although the Partnership believes these estimates are reasonable, actual results could differ from those estimates.
Receivables — The following table presents the Partnership’s receivables as of the dates indicated:
In Thousands
As of
March 31, 2026
December 31, 2025
December 31, 2024
Royalty Properties receivable
$ 26,791 $ 13,810 $ 19,120
Other
58 158 121
Accounts receivable
26,849 13,968 19,241
Net profits interest receivable - related party
19,042 2,513 5,544
Total Receivables
$ 45,891 $ 16,481 $ 24,785
Revenues — The following table disaggregates the Partnership’s oil and natural gas revenues from production on the Royalty Properties for the three months ended March 31, 2026 and 2025:
In Thousands
Three Months Ended
March 31,
2026
2025
Oil sales (1)
$ 36,638 $ 32,622
Natural gas sales
4,327 5,208
Total Royalties operating revenue
$ 40,965 $ 37,830
( 1 ) Includes natural gas liquids sales.
6
Table of Contents
Recent Accounting Pronouncements
Recently Adopted Pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025 - 05, “Financial Instruments—Credit Losses (Topic 326 ): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025 - 05” ), which provides a practical expedient for calculating current expected credit losses on accounts receivable and current contract assets. This practical expedient permits a reporting entity to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the assets. This ASU was effective for the Partnership beginning January 1, 2026, under a prospective approach. The adoption of this ASU did not have a material effect on the Partnership’s financial statements.
Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024 - 03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses” (“ASU 2024 - 03” ), which requires public entities to disclose additional information about certain costs and expenses included in relevant expense captions presented on the income statement. ASU 2024 - 03 is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Management is evaluating ASU 2024 - 03 to determine its impact on the Partnership’s disclosures.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025 - 11, “Interim Reporting (Topic 270 ): Narrow-Scope Improvements” (“ASU 2025 - 11” ), which improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The ASU includes a comprehensive list of required interim disclosures and adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025 - 11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Management is evaluating ASU 2025 - 11 to determine its impact on the Partnership’s disclosures.
The Partnership considers the applicability and impact of all ASUs. There are no other recent accounting pronouncements not yet adopted that are expected to have a material effect on the Partnership upon adoption
3.
Acquisitions for Common Units
On August 29, 2025, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 3,050 net royalty acres located in Adams County, Colorado in exchange for 915,694 common units representing limited partnership interests in the Partnership valued at $ 23.0 million and issued pursuant to the Partnership’s registration statement on Form S- 4. We believe that the acquisition is considered complementary to our business. The transaction was accounted for as an acquisition of assets under U.S. GAAP. Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired. Oil and natural gas properties, at cost, on the consolidated balance sheet as of December 31, 2025 includes $ 19.7 million of net capitalized costs attributable to proved oil and natural gas properties acquired in the transaction.
On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership, the Partnership acquired mineral, royalty, and overriding royalty interests in producing and non-producing oil and natural gas properties representing approximately 14,225 net mineral acres located in 14 counties across New Mexico and Texas in exchange for 6,721,144 common units representing limited partnership interests in the Partnership valued at $ 202.6 million and issued pursuant to the Partnership’s registration statements on Form S- 4. We believe that the acquisition is considered complementary to our business. The transaction was accounted for as an acquisition of assets under U.S. GAAP. Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired. Final settlement net cash received, net of capitalized transaction costs paid, of $ 1.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the three months ended March 31, 2025.
4.
Commitments and Contingencies
Our Partnership and Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our General Partner (the “Operating Partnership”), are involved in legal and/or administrative proceedings arising in the ordinary course of their businesses, none of which have predictable outcomes and none of which are believed to have any significant effect on consolidated financial position, cash flows, or operating results. During the first quarter of 2026, our Partnership and the Operating Partnership entered into a settlement and mutual release agreement with unrelated third parties resolving ordinary course litigation affecting certain leasehold in Midland County, Texas, which is owned by the Operating Partnership and subject to the NPI. The Operating Partnership received proceeds of $ 15.5 million, which will be included in the calculation of the April 2026 NPI payment.
5.
Distributions to Holders of Common Units
On April 23, 2026, the Partnership announced its cash distribution for the first quarter of 2026 of $ 0.475036 per common unit, representing activity for the three -month period ended March 31, 2026, payable to common unitholders of record as of May 4, 2026. This distribution will be paid on May 14, 2026. The partnership agreement requires the next cash distribution to be paid by August 14, 2026.
6.
Segment Reporting
The Partnership operates in a single operating and reportable segment. The Partnership’s Chief Executive Officer (“ CEO ”) has been determined to be the chief operating decision maker of the Partnership. The CEO uses net income to assess financial performance and allocate resources on a consolidated basis. The CEO manages and evaluates the results of the Partnership on a consolidated basis, and net income is used to evaluate key operating decisions, such as making strategic acquisitions, determining transaction structures to capitalize on the development of the properties underlying our mineral interests, and allocating resources for general and administrative expenditures. Disaggregated operating revenues of the Partnership’s single segment and all significant segment expenses are presented separately on the Partnership’s Consolidated Income Statements. There are no other significant segment expenses or other segment items that would require disclosure.
7
Table of Contents
ITEM 2.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements. For a description of limitations inherent in forward-looking statements, see page 1 of this Quarterly Report.
Objective
This discussion, which presents our results of operations for the three months ended March 31, 2026 and 2025, should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes.
Overview
We own producing and nonproducing mineral, royalty, overriding royalty, net profits and leasehold interests. We refer to these interests as the Royalty Properties. We currently own Royalty Properties in 594 counties and parishes in 28 states.
As of March 31, 2026, we own a net profits overriding royalty interest (referred to as the “Net Profits Interest”, or “NPI”) in various properties owned by Dorchester Minerals Operating LP (the “Operating Partnership”), a Delaware limited partnership owned directly and indirectly by our General Partner. We receive a monthly payment from the NPI equaling 96.97% of the net profits actually realized by the Operating Partnership from these properties in the preceding month. In the event that costs, including budgeted capital expenditures, exceed revenues on a cash basis in a given month for properties subject to the Net Profits Interest, no payment is made, and any deficit is accumulated and reflected in the following month's calculation of net profit.
In the event the NPI has a deficit of cumulative revenue versus cumulative costs, the deficit will be borne solely by the Operating Partnership.
From a cash perspective, as of March 31, 2026, the NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, of $11.7 million.
Commodity Price Risks
The pricing of oil and natural gas sales is primarily determined by supply and demand in the global marketplace and can fluctuate considerably. As a royalty owner and non-operator, we have extremely limited access to timely information and no operational control over the volumes of oil and natural gas produced and sold or the terms and conditions on which such volumes are marketed and sold.
Our profitability is affected by oil and natural gas market prices. Oil and natural gas market prices have fluctuated significantly in recent years in response to factors outside of our control, including the war in Ukraine, conflicts in the Middle East, fluctuations in interest rates, global supply chain disruptions, political uncertainty in Venezuela, and actions taken by OPEC+. It is not possible for us to predict or determine how these factors might affect oil and natural gas market prices in the future. We continue to monitor factors impacting commodity supply and demand situations, including changes to tariff and import/export regulations by the United States or other countries, and assess their impact on our business.
Tariffs and Trading Relationships
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced, adjusted and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Continued uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we own properties. Although we are continuing to monitor the economic effects of such announcements and adjustments, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
Global oil markets are contending with tariff impacts, geopolitical tensions, including the recent military conflict in Iran, and oil supply dynamics, including the evolving OPEC+ production strategy, potential constraints on Iranian, Russian, and Venezuelan oil exports, disruptions to the flow of oil through the Strait of Hormuz, and the withdrawal of the United Arab Emirates from OPEC and OPEC+. It is unclear how recent volatility in commodity prices will affect changes in North American production activity and oil producers are evaluating a range of scenarios in anticipation of oil price pressure in light of the foregoing. Gas producers could prove to be beneficiaries of potentially lower associated gas production in oil-weighted basins if oil production is curtailed. Larger, well-capitalized producers that comprise a greater portion of present North American shale production, are better able to withstand a broader range of commodity prices.
8
Table of Contents
Results of Operations
Acquisitions for Common Units
On August 29, 2025, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 3,050 net royalty acres located in Adams County, Colorado in exchange for 915,694 common units representing limited partnership interests in the Partnership valued at $23.0 million and issued pursuant to the Partnership’s registration statement on Form S-4. We believe that the acquisition is considered complementary to our business. The transaction was accounted for as an acquisition of assets under U.S. GAAP. Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired.
On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership (collectively, the “Contributors”), the Partnership acquired mineral, royalty, and overriding royalty interests in producing and non-producing oil and natural gas properties representing approximately 14,225 net mineral acres located in 14 counties across New Mexico and Texas in exchange for 6,721,144 common units representing limited partnership interests in the Partnership valued at $202.6 million and issued pursuant to the Partnership’s registration statements on Form S-4. Final settlement net cash received, net of capitalized transaction costs paid, of $1.9 million is included in the net cash contributed in acquisitions on the consolidated statement of cash flows for the three months ended March 31, 2025.
Three Months Ended March 31, 2026 as compared to Three Months Ended March 31, 2025
Our period-to-period changes in net income and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices, and to a lesser extent, by capital expenditures deducted under the NPI calculation. Our portion of oil and natural gas sales volumes and average sales prices are shown in the following table. Oil sales volumes include volumes attributable to natural gas liquids and oil sales prices include natural gas liquids prices combined by volumetric proportions.
Three Months Ended
March 31,
Accrual basis sales volumes:
2026
2025
% Change
Royalty Properties natural gas sales (mmcf)
1,663
1,482
12
%
Royalty Properties oil sales (mbbls)
625
518
21
%
NPI natural gas sales (mmcf)
641
436
47
%
NPI oil sales (mbbls)
353
136
160
%
Accrual basis average sales prices:
Royalty Properties natural gas sales ($/mcf)
$
2.60
$
3.51
(26
)%
Royalty Properties oil sales ($/bbl)
$
58.63
$
63.00
(7
)%
NPI natural gas sales ($/mcf)
$
4.47
$
3.91
14
%
NPI oil sales ($/bbl)
$
72.16
$
61.33
18
%
Both oil and natural gas sales price changes reflected in the table above resulted from changing market conditions.
The increase in oil sales volumes attributable to our Royalty Properties from the first quarter of 2025 to the same period of 2026 is primarily a result of suspense releases on first time payments and increased baseline production from Rockies wells acquired in the third quarter of 2025 and higher suspense releases on new wells on legacy acreage in the Permian Basin, partially offset by decreased baseline production in the Permian Basin. The increase in natural gas sales volumes attributable to our Royalty Properties from the first quarter of 2025 to the same period of 2026 is primarily a result of suspense releases on first time payments and increased baseline production from Rockies wells acquired in the third quarter of 2025.
The increase in oil sales volumes attributable to our NPI properties from the first quarter of 2025 to the same period of 2026 is primarily due to higher suspense releases on new wells in the Bakken region and the recognition of sales volumes from July 2021 through May 2025 associated with the $15.5 million of legal settlement proceeds received by the Operating Partnership in the first quarter of 2026 from resolution of ordinary course litigation affecting certain leasehold in Midland County, Texas, which is owned by the Operating Partnership and subject to the NPI . The increase in natural gas sales volumes attributable to our NPI properties for the first quarter of 2025 to the same period of 2026 is primarily due to the recognition of sales volumes from July 2021 through May 2025 associated with legal settlement proceeds noted above, partially offset by decreased baseline production on legacy wells in the Permian Basin.
Operating costs, including production taxes, attributable to our Royalty Properties remained consistent from the first quarter of 2025 to the same period of 2026. This is primarily a result of higher proportionate oil production taxes due to higher oil sales revenue, offset by lower proportionate natural gas production taxes due to lower natural gas sales revenue and lower ad valorem taxes.
Depreciation, depletion and amortization increased 21% from the first quarter of 2025 to the same period of 2026. Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of reserves extracted during such period, calculated on a units-of-production basis. Estimates of proved developed producing reserves are a major component in the calculation of depletion. We adjust our depletion rate each quarter for significant changes in our estimates of oil and natural gas reserves, including recent acquisitions and suspense releases on new wells.
General and administrative expenses decreased 1% from the first quarter of 2025 to the same period of 2026. The decrease is primarily a result of lower regulatory fees due to the Partnership’s S-4 filing in the first quarter of 2025, partially offset by increased professional service fees and higher compensation expenses, including an expanded Operating Partnership equity program designed for employee retention.
Net cash provided by operating activities decreased 28% from the first quarter of 2025 to the same period of 2026 primarily due to lower revenue receipts attributable to our Royalty Properties and lower NPI payment receipts, partially offset by higher lease bonus receipts and lower general and administrative expenses.
9
Table of Contents
In an effort to provide the reader with information concerning prices of oil and natural gas sales that correspond to our quarterly distributions, management calculates the average price by dividing gross revenues received by the net volumes of the corresponding product without regard to the timing of the production to which such sales may be attributable. This “realized price” does not necessarily reflect the contract terms for such sales and may be affected by transportation costs, location differentials, and quality and gravity adjustments. While the relationship between our cash receipts and the timing of the production of oil and natural gas may be described generally, actual cash receipts may be materially impacted by purchasers’ release of suspended funds and by purchasers’ prior period adjustments.
Cash receipts attributable to our Royalty Properties during the third quarter of 2026 totaled $26.6 million. Approximately 76% of these receipts reflect oil sales during December 2025 through February 2026 and natural gas sales during November 2025 through January 2026, and approximately 24% from prior sales periods. The average realized prices for oil and natural gas sales cash receipts attributable to the Royalty Properties during the first quarter of 2026 were $51.79/bbl and $2.27/mcf, respectively.
There were no cash receipts attributable to the NPI during the first quarter of 2026 as the NPI was in a deficit position for the months of December 2025 through February 2026 due to capital expenditures reserved by the Operating Partnership for Bakken drilling commitments.
Liquidity and Capital Resources
Capital Resources
Our primary sources of capital, on both a short-term and long-term basis, are our cash flows from the Royalty Properties and the NPI. Our partnership agreement requires that we distribute quarterly an amount equal to all funds that we receive from Royalty Properties and NPIs (other than cash proceeds received by the Partnership from a public or private offering of securities of the Partnership) less certain expenses and reasonable reserves. Additional cash requirements include the payment of oil and natural gas production and property taxes not otherwise deducted from gross production revenues and general and administrative expenses incurred on our behalf and allocated to the Partnership in accordance with the partnership agreement. Because the distributions to our unitholders are, by definition, determined after the payment of all expenses actually paid by us, the only cash requirements that may create liquidity concerns for us are the payment of expenses. Because many of these expenses vary directly with oil and natural gas sales prices and volumes, we anticipate that sufficient funds will be available at all times for payment of these expenses. See Note 5 to the unaudited consolidated financial statements included in “Item 1 – Financial Statements” of this Quarterly Report for additional information regarding cash distributions to unitholders.
Contractual Obligations
The Partnership leases its office space at 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas, through an operating lease (the “Office Lease”). The third amendment to our Office Lease was executed in April 2017 for a term of 129 months, beginning June 1, 2018 and expiring in 2029. Under the third amendment to the Office Lease, monthly rental payments range from $25,000 to $30,000. Future maturities of Office Lease liabilities representing monthly cash rental payment obligations as of March 31, 2026 are summarized as follows:
As of
3/31/2026
(In Thousands)
2026
$
277
2027
374
2028
380
2029
63
Total lease payments
1,094
Less amount representing interest
(381
)
Total lease obligation
$
713
We are not directly liable for the payment of any exploration, development or production costs. We do not have any transactions, arrangements or other relationships that could materially affect our liquidity or the availability of capital resources. We have not guaranteed the debt of any other party, nor do we have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt.
To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payables, in excess of $50,000 in the aggregate at any given time or which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).
We currently expect to have sufficient liquidity to fund our distributions to unitholders and operations. However, our liquidity and ability to fund future distributions may be affected by material uncertainties arising from factors beyond our control, including: ongoing global military conflicts such as those in Ukraine and the Middle East; current inflation and interest rates; political uncertainty in Venezuela; changes to tariff and import/export regulations by the United States or other countries; and prevailing economic conditions in the oil and natural gas market and other financial and business factors. We cannot predict events that may lead to future oil and natural gas price volatility. If market conditions were to change due to declines in oil prices, uncertainty created by military conflicts, or changes in trade policy, and our revenues were reduced significantly or our operating costs were to increase significantly, our cash flows and liquidity could be reduced. The current economic environment is volatile, and we cannot predict the ultimate long-term impact on our liquidity or cash flows from these factors.
Liquidity and Working Capital
Cash and cash equivalents totaled $28.2 million at March 31, 2026 and $41.9 million at December 31, 2025.
Critical Accounting Policies and Estimates
As of March 31, 2026, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our Annual Report.
10
Table of Contents
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposure to market risk during the three months ended March 31, 2026. For a discussion of our exposure to market risk, refer to Item 7A of Part II of the Partnership’s Annual Report.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.