mnr-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2025


o			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 001-41849

Mach Natural Resources LP

(Exact name of registrant as specified in its charter)


Delaware			93-1757616
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

14201 Wireless Way, Suite 300, Oklahoma City, Oklahoma			73134
(Address of Principal Executive Offices)			(Zip Code)

(405) 252-8100

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	MNR	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 x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, 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). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had 118,336,367 common units outstanding as of May 2, 2025.


			Page

Part I - Financial Information			1
Item 1. Financial Statements			1
Consolidated Balance Sheets			1
Consolidated Statements of Operations			2
Consolidated Statements of Partners’ Capital			3
Consolidated Statements of Cash Flows			4
Notes to Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			35
Part II - Other Information			36
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 3. Defaults Upon Senior Securities			36
Item 4. Mine Safety Disclosures			36
Item 5. Other Information			36
Item 6. Exhibits			36
Signatures			38


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	7,790	$	105,776
Accounts receivable – joint interest and other, net	31,729		38,606
Accounts receivable – oil, gas, and NGL sales	124,936		132,945
Short-term derivative assets	—		14,069
Inventories	25,089		24,301
Other current assets	6,129		6,399
Total current assets	195,673		322,096
Oil and natural gas properties, using the full cost method:
Proved oil and natural gas properties	2,494,675		2,419,998
Less: accumulated depreciation, depletion and amortization	(579,780)		(520,641)
Oil and natural gas properties, net	1,914,895		1,899,357
Other property, plant and equipment	116,443		115,475
Less: accumulated depreciation	(26,032)		(23,710)
Other property, plant and equipment, net	90,411		91,765
Long-term derivative assets	114		640
Other assets	27,254		9,487
Operating lease assets	13,755		14,869
Total assets	$	2,242,102	$	2,338,214
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	43,886	$	52,440
Accounts payable – related party	1,802		1,996
Accrued liabilities	52,091		53,500
Revenue payable	147,131		150,165
Short-term derivative liabilities	31,951		6,233
Current portion of long-term debt	—		82,500
Current portion of operating lease liabilities	4,992		5,587
Total current liabilities	281,853		352,421
Long-term debt	460,000		668,778
Asset retirement obligations	103,937		101,858
Long-term derivative liabilities	6,900		4,873
Long-term portion of operating leases	8,795		9,302
Other long-term liabilities	2,256		1,936
Total long-term liabilities	581,888		786,747
Commitments and contingencies (Note 10)
Partners’ capital:
Partners’ capital	1,378,361		1,199,046
Total liabilities and partners’ capital	$	2,242,102	$	2,338,214


	Three Months Ended March 31,
	2025		2024
Revenue
Oil, natural gas, and NGL sales	$	252,726	$	255,240
Loss on oil and natural gas derivatives	(40,693)		(29,268)
Midstream revenue	6,130		6,219
Product sales	8,605		6,964
Total revenues	226,768		239,155

Operating expenses
Gathering and processing	28,161		31,942
Lease operating expense	48,752		40,760
Production taxes	12,774		12,752
Midstream operating expense	2,970		2,559
Cost of product sales	7,987		6,100
Depreciation, depletion, amortization and accretion – oil and natural gas	61,185		65,372
Depreciation and amortization – other	2,400		2,098
General and administrative	9,017		8,478
General and administrative – related party	1,850		1,850
Total operating expenses	175,096		171,911
Income from operations	51,672		67,244

Other (expense) income
Interest expense	(17,894)		(26,285)
Loss on debt extinguishment	(18,540)		—
Other income (expense), net	648		743
Total other expense	(35,786)		(25,542)
Net income	$	15,886	$	41,702
Net income per common unit:
Basic	$	0.14	$	0.44
Diluted	$	0.14	$	0.44
Weighted average common units outstanding:
Basic	112,125		95,000
Diluted	112,199		95,005


	Common Units	Partners’ Capital
Balance at December 31, 2023	95,000	$	1,191,724
Net income	—	41,702
Distributions to unitholders	—	(90,924)
Equity compensation	—	1,182
Balance at March 31, 2024	95,000	$	1,143,684

Balance at December 31, 2024	103,490	$	1,199,046
Net income	—	15,886
Distributions to unitholders	—	(59,729)
Equity compensation	—	2,112
Vesting of phantom units, net of units withheld for withholding taxes	6	(69)
Common units issued in the public offering, net of underwriting fees and offering expenses	14,839	221,115
Balance at March 31, 2025	118,335	$	1,378,361


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities
Net income	$	15,886	$	41,702
Adjustments to reconcile net income to cash provided by operating activities
Depreciation, depletion, amortization and accretion	63,585		67,470
Loss on derivative instruments	40,693		29,268
Loss on debt extinguishment	18,540		—
Cash receipts on settlement of derivative contracts	4,428		6,557
Debt issuance costs and discount amortization	1,416		1,268
Equity based compensation	2,112		1,182
Adjustments to expected credit losses	(249)		454
Gain on sale of assets	(29)		(11)
Settlement of asset retirement obligations	(18)		(28)
Changes in operating assets and liabilities increasing (decreasing) cash:
Accounts receivable	8,001		(32,758)
Revenue payable	(3,034)		33,359
Accounts payable and accrued liabilities	(5,377)		(5,014)
Other	(3,435)		504
Net cash provided by operating activities	142,519		143,953

Cash flows from investing activities
Capital expenditures for oil and natural gas properties	(50,316)		(49,879)
Capital expenditures for other property and equipment	(1,071)		(4,277)
Acquisition of assets	(29,303)		(1,151)
Proceeds from sales of oil and natural gas properties	2,627		447
Proceeds from sales of other property and equipment	53		140
Net cash used in investing activities	(78,010)		(54,720)

Cash flows from financing activities
Proceeds from offering, net of offering costs	221,553		—
Repayments of borrowings on term note	(763,125)		—
Payments of debt extinguishment costs	(7,741)		—
Proceeds from borrowings on credit facilities	533,000		—
Repayments of borrowings on credit facilities	(73,000)		—
Debt issuance costs	(13,923)		(475)
Distributions to unitholders	(59,190)		(90,250)
Withholding taxes paid on vesting of phantom units	(69)		—
Net cash used in financing activities	(162,495)		(90,725)
Net decrease in cash and cash equivalents	(97,986)		(1,492)
Cash and cash equivalents, beginning of period	105,776		152,792
Cash and cash equivalents, end of period	$	7,790	$	151,300


	March 31, 2025		December 31, 2024
Production equipment	$	24,231	$	23,475
Crude oil in storage	858		826
Total	$	25,089	$	24,301


	March 31, 2025		March 31, 2024
Asset retirement obligation at beginning of period	$	101,858	$	85,094
Liabilities assumed in acquisitions	34		—
Liabilities incurred	65		357
Liabilities settled	(66)		(25)
Liabilities revised	—		—
Accretion expense	2,046		1,706
Asset retirement obligation at end of period	$	103,937	$	87,132


	Three Months Ended March 31,
	2025		2024
Philips 66 Company	29.3	%	27.8	%
NextEra Energy Marketing LLC	24.4	%	11.5	%
CVR Supply & Trading, LLC	10.7	%	*
Shell Oil Company	*		16.0	%

SEC Form 10-Q filed by Mach Natural Resources LP