bsm-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM						10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period _______________ to _______________

Commission File Number: 001-37362


Black Stone Minerals, L.P.
(Exact name of registrant as specified in its charter)


Delaware		47-1846692
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Fannin Street, Suite 2020
Houston,	Texas	77002
(Address of principal executive offices)		(Zip code)


(713)			445-3200
(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

Common Units Representing Limited Partner Interests

BSM

New York Stock Exchange

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 ☒

As of August 1, 2025, there were 211,852,971 common units and 14,711,219 Series B cumulative convertible preferred units of the registrant outstanding.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Equity	3
	Consolidated Statements of Cash Flows	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

	Signatures	34

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	June 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,519	$	2,519
Accrued revenue and accounts receivable	80,025		71,093
Commodity derivative assets, net	2,111		1,824

Prepaid expenses and other current assets	8,731		3,108
TOTAL CURRENT ASSETS	93,386		78,544
PROPERTY AND EQUIPMENT
Oil and natural gas properties, at cost, using the successful efforts method of accounting, includes unproved properties of $1,015,395 and $973,028 at June 30, 2025 and December 31, 2024, respectively	3,153,976		3,105,457
Accumulated depletion and impairment	(1,989,690)		(1,973,460)
Oil and natural gas properties, net	1,164,286		1,131,997
Other property and equipment, net of accumulated depreciation of $15,238 and $14,551 at June 30, 2025 and December 31, 2024, respectively	1,508		2,044
NET PROPERTY AND EQUIPMENT	1,165,794		1,134,041
DEFERRED CHARGES AND OTHER LONG-TERM ASSETS	8,709		6,321
TOTAL ASSETS	$	1,267,889	$	1,218,906
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	6,877	$	5,946
Accrued liabilities	12,504		17,242
Commodity derivative liabilities, net	7,072		3,852
Other current liabilities	2,528		3,383
TOTAL CURRENT LIABILITIES	28,981		30,423
LONG–TERM LIABILITIES
Credit facility	99,000		25,000
Accrued incentive compensation	788		1,234
Commodity derivative liabilities, net	11,766		11,581
Asset retirement obligations	19,728		19,286
Other long-term liabilities	5,010		1,943
TOTAL LIABILITIES	165,273		89,467
COMMITMENTS AND CONTINGENCIES (Note 7)
MEZZANINE EQUITY
Partners' equity – Series B cumulative convertible preferred units, 14,711 units outstanding at June 30, 2025 and December 31, 2024	300,478		300,478
EQUITY
Partners' equity – general partner interest	—		—
Partners' equity – common units, 211,842 and 210,695 units outstanding at June 30, 2025 and December 31, 2024, respectively	802,138		828,961
TOTAL EQUITY	802,138		828,961
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY	$	1,267,889	$	1,218,906

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
REVENUE
Oil and condensate sales	$	55,807	$	73,889	$	105,900	$	145,113
Natural gas and natural gas liquids sales	46,189		36,493		104,424		78,504
Lease bonus and other income	4,714		4,789		11,639		8,337
Revenue from contracts with customers	106,710		115,171		221,963		231,954
Gain (loss) on commodity derivative instruments	52,784		(5,547)		(3,217)		(16,837)
TOTAL REVENUE	159,494		109,624		218,746		215,117
OPERATING (INCOME) EXPENSE
Lease operating expense	2,990		2,579		5,152		5,011
Production costs and ad valorem taxes	9,026		13,469		19,211		26,507
Exploration expense	1,749		14		6,859		17
Depreciation, depletion, and amortization	9,187		11,356		18,317		22,995

General and administrative	13,924		13,395		29,096		27,485
Accretion of asset retirement obligations	337		321		669		638

TOTAL OPERATING EXPENSE	37,213		41,134		79,304		82,653
INCOME FROM OPERATIONS	122,281		68,490		139,442		132,464
OTHER INCOME (EXPENSE)
Interest and investment income	56		462		120		1,132
Interest expense	(2,270)		(626)		(3,667)		(1,255)
Other income (expense)	(39)		(4)		81		(92)
TOTAL OTHER EXPENSE	(2,253)		(168)		(3,466)		(215)
NET INCOME	120,028		68,322		135,976		132,249

Distributions on Series B cumulative convertible preferred units	(7,367)		(7,366)		(14,733)		(14,733)
NET INCOME ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	$	112,661	$	60,956	$	121,243	$	117,516
ALLOCATION OF NET INCOME:
General partner interest	$	—	$	—	$	—	$	—
Common units	112,661		60,956		121,243		117,516
	$	112,661	$	60,956	$	121,243	$	117,516
NET INCOME ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT:
Per common unit (basic)	$	0.53	$	0.29	$	0.57	$	0.56
Per common unit (diluted)	$	0.53	$	0.29	$	0.57	$	0.56
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Weighted average common units outstanding (basic)	211,689		210,703		211,472		210,679
Weighted average common units outstanding (diluted)	226,761		210,703		211,472		210,679

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)


	Common units	Partners' equity
BALANCE AT DECEMBER 31, 2024	210,695	$	828,961
Repurchases of common units	(221)	(3,289)

Issuance of common units for property acquisitions	256	3,905
Restricted units granted, net of forfeitures	900	—
Equity–based compensation	—	5,919
Distributions	—	(79,177)
Charges to partners' equity for accrued distribution equivalent rights	—	(414)
Distributions on Series B cumulative convertible preferred units	—	(7,366)
Net income	—	15,948
BALANCE AT MARCH 31, 2025	211,630	$	764,487
Repurchases of common units	(36)	(466)

Issuance of common units for property acquisitions	253	3,512
Restricted units granted, net of forfeitures	(5)	—
Equity–based compensation	—	1,691
Distributions	—	(79,363)
Charges to partners' equity for accrued distribution equivalent rights	—	(384)
Distributions on Series B cumulative convertible preferred units	—	(7,367)
Net income	—	120,028
BALANCE AT JUNE 30, 2025	211,842	$	802,138


	Common units	Partners' equity
BALANCE AT DECEMBER 31, 2023	209,991	$	918,208
Repurchases of common units	(287)	(4,381)


Restricted units granted, net of forfeitures	952	—
Equity–based compensation	—	5,431
Distributions	—	(99,899)
Charges to partners' equity for accrued distribution equivalent rights	—	(595)
Distributions on Series B cumulative convertible preferred units	—	(7,367)
Net income	—	63,927
BALANCE AT MARCH 31, 2024	210,656	$	875,324
Repurchases of common units	(4)	(68)

Issuance of common units for property acquisitions	64	1,039
Restricted units granted, net of forfeitures	(34)	—
Equity–based compensation	—	1,935
Distributions	—	(79,014)
Charges to partners' equity for accrued distribution equivalent rights	—	(185)
Distributions on Series B cumulative convertible preferred units	—	(7,366)
Net income	—	68,322
BALANCE AT JUNE 30, 2024	210,682	$	859,987

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	135,976	$	132,249
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization	18,317		22,995

Accretion of asset retirement obligations	669		638
Amortization of deferred charges	550		536
(Gain) loss on commodity derivative instruments	3,217		16,837
Net cash (paid) received on settlement of commodity derivative instruments	(465)		25,616
Equity-based compensation	5,015		4,588


Changes in operating assets and liabilities:
Accrued revenue and accounts receivable	(8,948)		8,481
Prepaid expenses and other current assets	(5,623)		(737)
Accounts payable, accrued liabilities, and other	(3,297)		(5,990)
Settlement of asset retirement obligations	(100)		(368)
NET CASH PROVIDED BY OPERATING ACTIVITIES	145,311		204,845
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of oil and natural gas properties	(37,990)		(49,478)
Additions to oil and natural gas properties	(326)		(388)
Additions to oil and natural gas properties leasehold costs	(4,620)		(1,839)
Purchases of other property and equipment	(151)		(55)
Proceeds from the sale of oil and natural gas properties	400		79

NET CASH USED IN INVESTING ACTIVITIES	(42,687)		(51,681)
CASH FLOWS FROM FINANCING ACTIVITIES

Distributions to common unitholders	(158,540)		(178,913)
Distributions to Series B cumulative convertible preferred unitholders	(14,733)		(13,393)


Repurchases of common units	(3,289)		(4,449)
Borrowings under credit facility	179,000		9,000
Repayments under credit facility	(105,000)		(9,000)
Debt issuance costs and other	(62)		(22)
NET CASH USED IN FINANCING ACTIVITIES	(102,624)		(196,777)
NET CHANGE IN CASH AND CASH EQUIVALENTS	—		(43,613)
CASH AND CASH EQUIVALENTS – beginning of the period	2,519		70,282
CASH AND CASH EQUIVALENTS – end of the period	$	2,519	$	26,669
SUPPLEMENTAL DISCLOSURE
Interest paid	$	2,939	$	719
Common units issued for property acquisitions	$	7,417

SEC Form 10-Q filed by Black Stone Minerals L.P.