LandBridge Corp: Form 10-Q for the period ended Mar 31, 2025

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and notes thereto in the 2024 Form 10-K and our unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report. Except as otherwise indicated or required by context, references to “LandBridge,” the “Company,” “we,” “us,” “our” and like terms refer (i) prior to the consummation of the reorganizations of entities under common control (the “Corporate Reorganization”) and the initial public offering that occurred on July 1, 2024 (the “IPO”), to OpCo and its subsidiaries, our predecessor for financial reporting purposes and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, to LandBridge and its subsidiaries, including OpCo and its subsidiaries.

The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. We assume no obligation to publicly update any of these forward-looking statements except as otherwise required by applicable law.

Our financial statements have been prepared in accordance with GAAP. The unaudited condensed consolidated financial statements as of and for the three ended March 31, 2025, included herein, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. The historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of us.

Overview

Land is a fundamental requirement for the development and production of energy and the construction of critical infrastructure. As of March 31, 2025, we owned approximately 276,000 surface acres in and around the Delaware Basin sub-region in the prolific Permian Basin, which is the most active area for oil and natural gas exploration and development in the United States. Access to expansive surface acreage is necessary for oil and natural gas development, solar power generation, power storage, digital infrastructure and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy and infrastructure development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage energy and infrastructure development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is one of the largest water midstream companies in the United States and operates a large-scale network of pipelines and other infrastructure in the Delaware Basin. These relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends, which we leverage to encourage and support the development of critical infrastructure on our land and generate additional revenue for us. We receive royalties for each barrel of produced water that WaterBridge handles on our land as well as surface use payments for infrastructure constructed on our land.

Market Condition and Outlook

Over the last several years, the global economy, and more specifically the oil and natural gas industry, has experienced significant volatility, impacted by global conflicts, such as the Russia-Ukraine war, the Israel-Hamas conflict and heightened tensions in the Middle East, domestic political uncertainty, including tariffs, foreign trade policies and international trade conflicts, the activities of OPEC, a potential economic recession and elevated inflation, interest rates and costs of capital and industry consolidation. High levels of activity in the Delaware Basin have resulted in industry consolidation and labor and supply chain challenges, which has impacted drilling, completion and production activity. This volatility has driven material swings in WTI pricing, which has subsequently impacted development and production decisions of E&P companies.

Global macroeconomic developments, such as the aforementioned development or change in international trade policies, including the imposition of U.S. and/or foreign tariffs, may adversely affect our customers’ ability to source raw materials and, as a result, reduce their activity on or around our land. As a result, any trading disruption (such as tariffs, product restrictions, etc.) in the trading relationships between the U.S. and other nations may adversely impact our business.

Despite these challenges, we believe the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive, which will require significant build out of supporting infrastructure in the region and access to surface acreage to support such operations. In addition, we expect to benefit from advancements in alternative forms of energy. While these incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels, alternative energy technologies often require access to material surface acreage and supporting infrastructure, which we are also well positioned to provide and facilitate.

First Quarter Results

Significant financial and operating highlights for the first quarter of 2025 include:

• Revenues of $44.0 million, an increase of 131% as compared to the first quarter of 2024;
• Net income of $15.5 million, an increase of 43% as compared to the first quarter of 2024;
• Net income margin of 35% as compared to net income margin of 57% in the first quarter of 2024;
• Adjusted EBITDA(1) of $38.8 million, an increase of 129% as compared with the first quarter of 2024;
• Adjusted EBITDA Margin(1) of 88%, a decrease of 1% as compared with the first quarter of 2024;
• Cash flow from operating activities of $15.9 million, a decrease of 8% as compared to the first quarter of 2024;
• Free Cash Flow(1) of $15.8 million, a decrease of 7% as compared to the first quarter of 2024;
• Operating cash flow margin of 36%, a decrease of 55% as compared to the first quarter of 2024; and
• Free Cash Flow Margin(1) of 36%, a decrease of 54% as compared to the first quarter 2024;

(1) Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures and reconciliations to the most comparable GAAP measures. See also “How We Evaluate Our Operations” for more information regarding Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin.

Net income and net income margin for the first quarter of 2025 include non-cash share-based compensation expense of $11.1 million, of which $2.2 million is attributable to RSUs issued by the Company and $8.9 million is attributable to Incentive Units issued by LandBridge Holdings. Net income and net income margin for the first quarter of 2024 include non-cash share-based compensation income of $0.8 million attributable to the NDB Incentive Units. Subsequent to the IPO, any actual cash expense associated with Incentive Units is borne solely by LandBridge Holdings and not the Company. Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return threshold have been met and are neither an obligation of the Company nor taken into consideration for distributions to shareholders in the Company. See Note 2 — Summary of Significant Accounting Policies and Note 10 — Share-Based Compensation to 2024 Form 10-K for additional information regarding Incentive Units.

Free Cash Flow of $15.8 million and Free Cash Flow Margin of 36% are compressed during the first quarter of 2025 as a result of higher accounts receivable and related party accounts receivable working capital balances. The increased working capital balances are directly attributable to increased surface use royalties, resource sales and resource royalties that collectively increased $14.6 million, or 85%, for the three months ended March 31, 2025, as compared to the three months ended December 31, 2024. Timing of collection of those revenues resulted in a near-term impact to Free Cash Flow and Free Cash Flow Margin.

How We Generate Revenue

We generate revenue from multiple sources, including the use of our surface acreage, the sale of resources from our land and oil and gas and mineral royalties. The fees, royalty rates, payment structure and other related terms in our contracts are negotiated on a case-by-case basis, taking into account the surface use of our land, the type of resources extracted, the amount of use expected to be made of our land, and the amount of resources to be produced and/or extracted. In any given period, the amount and sources of revenues we receive from any particular customer can fluctuate based on the nature, timing and scope of such customer’s activities on our land. For example, during the initial phase of a customer’s activities on our land, we would generally expect to receive usage-based fees and revenues under our surface use royalty agreements (“SURAs”) and surface use agreements (“SUAs”) related to installation of infrastructure necessary to support long-term operations. Over time, these revenues would generally be expected to migrate to royalty revenue and resource sales based on such customer’s use of our land and resources. Our revenue consists of the principal components discussed below.

Surface Use Royalties and Revenues

Surface Use Royalties. We enter into SURAs and certain overarching SUAs with operators that require royalty payments to us based on a percentage of the customer’s gross revenues derived from use of our land and/or volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Royalties we receive pursuant to SURAs include produced water transportation and handling operations, skim oil recovery and waste reclamation. Our SURAs generally have terms ranging from a minimum of five years to 10 years, impose only nominal obligations on us, typically do not include minimum purchase or use commitments by our customers and generally provide for automatic renewal-based increases in royalties that are tied to the Consumer Price Index (“CPI”) or are negotiated on a case-by-case basis.

Easements and other surface-related income. SUAs permit operators to install drilling sites, pipelines, roadways, electric lines and other facilities and equipment on land owned by us. We typically receive a per-rod or per-acre fee when the contract is executed, based on the aggregate amount of our land that is utilized under such SUA, and we often receive additional fees at the beginning of each renewal period or on a monthly or annual basis. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees. Our SUAs generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months, typically do not include minimum commitments with respect to the type and amount of infrastructure to be installed on our property or the amount of revenue to be received by us and generally provide for automatic renewal-based increases in royalties that are tied to the CPI or negotiated on a case-by-case basis.

Resource Sales and Royalties

Resource Sales. Resource sales generally include brackish water to be used primarily in well completions in exchange for a per barrel fee, which is negotiated and varies depending on the destination of the brackish water. Similarly, our customers buy other surface composite materials from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard extracted from our surface acreage. Our agreements related to the sale of resources generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months.

Resource Royalties. We lease our surface acreage to customers to construct and operate, at their expense, brackish water wells and sand mines to provide in-basin water and sand for use in oil and natural gas completion operations. Such customers hold the exclusive right to the water and sand extracted from the leased surface acreage and may be required to make minimum royalty payments as a result. The agreements pursuant to which we receive resource royalties have varying primary terms of at least one year, contain rights for renewal so long as the customer continues to operate on our land and generally do not impose minimum production requirements on our customers. We typically receive a fee when the contract is executed and a fixed royalty per barrel of water or ton of sand extracted. In situations where our customers do not operate brackish water wells on our surface but require the use of water for their operations, customers generally must acquire such water from us for our customary fee.

Oil and Gas Royalties

Oil and Gas Royalties. Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by us. Oil and gas royalties are recognized as revenue as oil and gas are produced or severed from the mineral lease. The oil and gas royalties we receive are dependent upon market prices for oil and natural gas, which, given such prices’ volatility, may cause our oil and gas royalties to fluctuate, and producer specific location and contractual price differences. Oil and gas royalties also include mineral lease bonus revenues, which we receive by leasing our mineral interests to E&P companies. When we execute a mineral lease contract, the lease generally transfers the rights to any oil or natural gas discovered to the E&P company and grants us the right to a specified royalty interest payable on future production.

We expect our fee-based revenues to grow over time relative to our oil and gas royalties. While our focus is on fee-based arrangements, our oil and gas royalties fluctuate with market prices for oil and natural gas. The following table presents the amount and relative percentage of each component of our revenues for the following periods:

Our revenues depend heavily on our customers’ activities on and around our land and may vary significantly from period to period as a result of the development of new revenue streams, fluctuations in commodity prices, regulatory developments, including policies related to tariffs and international trade, changes in volumes produced on our land and our acquisition strategy. For example, oil and natural gas prices have historically been volatile. Lower commodity prices may decrease our revenues as customers on and around our land decrease their activity levels in response to low commodity prices. Although we intend to pursue additional opportunities to increase our revenue streams and introduce additional revenue components, including through solar power generation, power storage and battery projects, water treatment and desalination facilities, fueling stations, digital infrastructure, telecommunication towers and equipment and other opportunities, there can be no assurance that such revenue streams will materially diversify our revenue streams.

Costs of Conducting our Business

Our costs consist primarily of resource sales-related expenses, other operating and maintenance expenses to maintain our surface acreage and general administrative expenses. Our principal costs are as follows:

Resource Sales-Related Expenses. Resource sales-related expenses are costs incurred for utilization and maintenance of our assets and facilities in the extraction or production of resources available on our land that are sold by us. These costs generally include utilities to operate our facilities and assets and repairs and maintenance expenses related to those assets.

Other Operating and Maintenance Expenses. Operating and maintenance expenses are costs incurred for maintaining our surface acreage and other assets, including field operating overhead and supervision, production taxes, insurance costs, ad valorem and property taxes, and repairs and maintenance expense.

General and Administrative Expenses. General and administrative expenses include a corporate shared services allocation from WaterBridge, directly incurred corporate costs and share-based compensation expense. Corporate shared services generally include the cost of shared management and administrative services. The corporate shared service allocation is based on an approximation of time spent on activities supporting us as well as by underlying business activities. The shared service allocation expense is reimbursed to WaterBridge through our shared services agreement. Direct corporate costs are incurred for direct corporate employees, including payroll, benefits and other employee-related expenses of our direct corporate staff, professional services that generally consist of audit, tax, legal and valuation services and expenses for corporate insurance policies.

Prior to the IPO, share-based compensation expense only included expense allocated to us for NDB LLC’s Incentive Unit plan. The NDB Incentive Unit awards were classified as liability awards by NDB LLC and required periodic remeasurement. On July 1, 2024, in accordance with the Division, in which NDB LLC was divided into two Delaware limited liability companies, the holders of the NDB Incentive Units were issued an identical number of Incentive Units at LandBridge Holdings. As of the date of the Division, the Incentive Units held at LandBridge Holdings are the only incentive units attributable to and allocated to the Company. The Incentive Units are accounted for as a modification and have been transitioned to equity award accounting and, as such, do not require periodic remeasurements. The share-based compensation for the Incentive Units is fully allocated to the noncontrolling interest as the contractual obligation to satisfy the Incentive Units exists at LandBridge Holdings and any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company.

In connection with the IPO, our Board adopted a long term incentive plan (the “LTIP”). The LTIP allows for the grant of options, SARs, RSUs, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards or any combination thereof. Under the LTIP, participants have been granted RSUs. Share-based compensation associated with RSUs is allocated between the Company and the noncontrolling interest based on relative ownership. Substantially all share-based compensation is included in general and administrative expense with an immaterial amount included in other operating and maintenance expense on the unaudited condensed consolidated statements of operations prior to allocation to the noncontrolling interest. See Note 8 — Share-Based Compensation within the notes to our Financial Statements for additional information regarding share-based compensation.

How We Evaluate Our Operations

We use a variety of financial and operational metrics to assess the performance of our business.

Revenue

Revenue is a key performance metric of our company. We analyze realized monthly, quarterly and annual revenues and compare the results against our internal projections and budgets. Results are used to validate, or when applicable update, existing assumptions on macroeconomic drivers of our business, contractual mix driving average unit-level revenues and E&P customer development activity and commodity pricing, absent the impact of our operating costs.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; non-recurring transaction-related expenses and other non-cash or non-recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful because these supplemental non-GAAP financial measures allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. Please read “— Non-GAAP Financial Measures” for reconciliations and additional information regarding these non-GAAP financial measures.

Free Cash Flow and Free Cash Flow Margin

Free Cash Flow and Free Cash Flow Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess our ability to repay our indebtedness, return capital to our shareholders and fund potential acquisitions without access to external sources of financing for such purposes. We define Free Cash Flow as cash flow from operating activities less investment in capital expenditures. We define Free Cash Flow Margin as Free Cash Flow divided by total revenues.

Management believes Free Cash Flow and Free Cash Flow Margin are useful because these supplemental non-GAAP financial measures allow for an effective evaluation of both our operating and financial performance, as well as the capital intensity of our business, and subsequently the ability of our operations to generate cash flow that is available to distribute to our shareholders, reduce leverage or support acquisition activities. Please read “— Non-GAAP Financial Measures” for reconciliations and additional information regarding these non-GAAP financial measures.

Factors Affecting the Comparability of Our Results of Operations

In this Quarterly Report, we present our historical results of operations for the three months ended March 31, 2025 and 2024. Our future results of operations will not be directly comparable to the historical results of operations of our predecessor for the periods presented as a result of the significant growth of our business and new contracting activity completed during each year of our operation, which are not reflected in our operating results until such contracting activity has been completed. We have also experienced additional significant growth in our business following the completion of various acquisitions, resulting in our future results of operations for periods following the consummation of such acquisitions to not be directly comparable with our historical results.

Public Company Costs

As a result of the IPO, we incurred incremental, non-recurring costs related to our transition to a publicly traded and taxable entity, including the costs of the IPO and the costs associated with the implementation of Sarbanes-Oxley Act internal controls and testing. We have incurred and expect to continue to incur additional significant and recurring expenses as a publicly traded company, including costs associated with SEC reporting and compliance requirements, consisting of the preparation and filing of annual and quarterly reports, registrar and transfer agent fees, national stock exchange fees, audit fees, legal fees, investor relations expenses, incremental director and officer liability insurance costs and director and officer compensation expenses. These expenses are not included in our results of operations prior to the IPO. Additionally, we have hired additional employees and consultants, including accounting and legal personnel, in order to comply with the requirements of being a publicly traded company.

Corporate Reorganization

We were formed to serve as the issuer in the IPO and have no previous operations, assets or liabilities. The historical consolidated financial statements included in this Quarterly Report are based on the financial statements of our accounting predecessor, OpCo, prior to the Corporate Reorganization in connection with the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the Corporate Reorganization had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

Long Term Incentive Plan

In order to incentivize individuals providing services to us or our affiliates, our Board adopted the LTIP for employees and directors. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including our directors, may be eligible to receive awards under the LTIP at the discretion of our Board or a committee thereof, as applicable. The LTIP provides for the grant, from time to time, at the discretion of our Board, or a committee thereof, of options, share appreciation rights, restricted shares, restricted share units, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards and performance awards intended to align the interests of employees, directors and service providers with those of our shareholders. As such, our historical financial data may not present an accurate indication of what our actual results would have been if we had implemented the LTIP prior to the periods presented within.

Acquisitions

Subsequent to the first quarter of 2024, we acquired approximately 190,000 surface acres through the consummation of various acquisitions, which will impact the comparability of our results of operations. We expect to pursue opportunistic future land acquisitions that compliment or expand our current land position, which may impact the comparability of our results.

Income Taxes

Prior to the IPO, OpCo and its subsidiaries were primarily entities that were treated as partnerships or disregarded entities for federal income tax purposes but were subject to certain minimal Texas franchise taxes. One of our subsidiaries is a qualified REIT for federal income tax purposes. There is no tax imposed on a REIT as long as the REIT complies with the applicable tax rules and avails itself of the opportunity to reduce its taxable income through distributions. A REIT must comply with a number of organizational and operational requirements, including a requirement that it must pay at least 90% of its taxable income to shareholders.

As a result of our predominately non-taxable structure historically, income taxes on taxable income or losses realized by our predecessor, OpCo, were generally the obligation of the individual members or partners. Accordingly, the financial data attributable to our predecessor, OpCo, contains no provision for U.S. federal income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). Following consummation of the IPO, although we are a limited liability company, we have elected to be taxed as a corporation and are subject to U.S. federal, state and local income taxes on our allocable share of the income and loss of OpCo.

Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

(In thousands)

Total revenues. Total revenues increased by $25.0 million, or 131%, to $44.0 million for the three months ended March 31, 2025, as compared to $19.0 million for the three months ended March 31, 2024. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $13.2 million, or 314%, to $17.4 million for the three months ended March 31, 2025, as compared to $4.2 million for the three months ended March 31, 2024. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $12.9 million and industrial waste handling royalties of $0.3 million on our surface for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase associated with produced water handling royalties is primarily driven by a significant increase in produced water handling volume of approximately 1,100 Mbbl/d related to our acquisitions in 2024 coupled with organic growth.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $3.7 million, or 73%, to $8.8 million for the three months ended March 31, 2025, as compared to $5.1 million for the three months ended March 31, 2024. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $2.3 million, $0.8 million related to surface drilling location easements and $0.6 million in other surface easements for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

Resource sales. Resource sales increased by $3.9 million, or 111%, to $7.4 million for the three months ended March 31, 2025, as compared to $3.5 million for the three months ended March 31, 2024. Brackish water sales volume increased by 1.5 million barrels, or 14%, to 12.2 million barrels for the three months ended March 31, 2025, as compared to 10.7 million barrels for the three months ended March 31, 2024. Additionally, the per unit sales price increased by approximately 60%. The brackish water sales volume increase is primarily due to the timing of customer demand in the areas surrounding our surface acreage, primarily upstream drilling and completion operations. The increase in unit sales rates were driven by the customer contract mix for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

Resource royalties. Resource royalties increased by $5.0 million, or 250%, to $7.0 million for the three months ended March 31, 2025, as compared to $2.0 million for the three months ended March 31, 2024. The increase was primarily attributable to brackish water royalties of $4.8 million as a result of the East Stateline Ranch acquisition in the second quarter of 2024 and an increase primarily attributable to sand mine volumes of $0.2 million.

Oil and gas royalties. Oil and gas royalties decreased by $0.8 million, or 19%, to $3.4 million for the three months ended March 31, 2025, as compared to $4.2 million for the three months ended March 31, 2024, which consists of decreased royalty income of $0.5 million attributable to lower volume and $0.3 million attributable to lower commodity prices. The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.

Resource sales-related expense. Resource sales-related expense decreased by $0.2 million, or 29%, to $0.5 million for the three months ended March 31, 2025, as compared to $0.7 million for the three months ended March 31, 2024. The decrease was primarily attributable to lower utility expenses associated with sales of brackish water due to connection to permanent power infrastructure.

Other operating and maintenance expense. Other operating and maintenance expense increased by $0.6 million, or 120%, to $1.1 million for the three months ended March 31, 2025, as compared to $0.5 million for the three months ended March 31, 2024. The increase was primarily attributable to higher field overhead, insurance, and property tax related to Wolf Bone Ranch and other acquisitions in the fourth quarter of 2024.

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $2.2 million, or 157%, to $3.6 million for the three months ended March 31, 2025, as compared to $1.4 million for the three months ended March 31, 2024. The increase was primarily attributable to increased corporate shared services allocation from WaterBridge of $1.0 million, higher professional services fees of $0.8 million associated with transitioning to a publicly-traded company, increased employee-related expenses of $0.2 million to support acquired acreage and increased insurance expense of $0.2 million related to land acquired in 2024.

General and administrative expense, inclusive of share-based compensation, increased by $12.5 million, or 568%, to $14.7 million for the three months ended March 31, 2025, as compared to $2.2 million for the three months ended March 31, 2024. The increase was attributable to the change in share-based compensation expense of $10.3 million and increased cash expenses noted above. The share-based compensation expense is comprised of an increase related to the Incentive Units of $8.1 million and RSUs of $2.2 million attributable to awards issued after the IPO in 2024. See Note 8 — Share-Based Compensation within the notes to our Financial Statements.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased by $0.5 million, or 24%, to $2.6 million for the three months ended March 31, 2025, as compared to $2.1 million for the three months ended March 31, 2024. The increase was primarily attributable to higher amortization expense of $0.6 million related to acquired customer contracts associated with acquisitions completed in the fourth quarter of 2024, higher depreciation expense of $0.1 million related to capital expenditures associated with brackish water supply infrastructure partially offset by lower depletion expense of $0.2 million due to a natural decline in oil and gas production with minimal oil and gas royalty development activities.

Interest expense, net. Interest expense, net, increased by $5.1 million, or 176%, to $8.0 million for the three months ended March 31, 2025, as compared to $2.9 million for the three months ended March 31, 2024. The increase was primarily attributable to additional borrowings under our Credit Facilities during the three months ended March 31, 2025, as compared to borrowings for the three months ended March 31, 2024. See “— Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.

Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are supplemental non-GAAP financial measures that we use to evaluate current, past and expected future performance. Although these non-GAAP financial measures are important factors in assessing our operating results and cash flows, these supplemental non-GAAP financial measures should not be considered in isolation or as a substitute for net income or gross margin or any other measures presented under GAAP.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table sets forth a reconciliation of net income as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.

(1) Share-based compensation - Incentive Units for the three months ended March 31, 2025, consists only of the Incentive Units. Share-based compensation - Incentive Units for the three months ended March 31, 2024, consists only of the NDB Incentive Units. NDB Incentive Units were liability awards resulting in periodic fair value remeasurement prior to the Division. Subsequent to the IPO, any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company. Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return thresholds have been met and are neither an obligation of the Company nor taken into consideration for distributions to investors in the Company.

(2) Transaction-related expenses consist of non-capitalizable transaction costs associated with both completed or attempted acquisitions, debt amendments, entity structuring and non-capitalizable IPO-related charges.

Free Cash Flow and Free Cash Flow Margin

The following table sets forth a reconciliation of cash flows from operating activities determined in accordance with GAAP to Free Cash Flow and Free Cash Flow Margin, respectively, for the periods indicated.

(1) Operating cash flow data is calculated by dividing net cash provided by operating activities by total revenue.

Liquidity and Capital Resources

Overview

Following the completion of the IPO, our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under our Credit Facilities. Our primary liquidity and capital requirements will be for our operating expenses, servicing of our debt, the payment of dividends and distributions to our shareholders, if any, general company needs and investing in our business, including the potential acquisition of additional surface acreage, such as the Acquisitions. Although we believe that we will be able to partially or fully fund our short-term and long-term capital expenditures, working capital requirements and other capital needs with cash on hand and cash flows from operating activities, we may elect to use borrowings under our credit facilities to finance our operating and investing activities. See “— Debt Instruments — Credit Facilities.”

We strive to maintain financial flexibility and proactively monitor potential capital sources, including equity and debt financing, to meet our target liquidity and capital requirements. If market conditions were to change and our revenues were to decline significantly or operating costs were to increase, our cash flows and liquidity could be reduced and we could be required to seek alternative financing sources. As of March 31, 2025, we had a working capital surplus, defined as current assets less current liabilities, of $31.8 million and we had cash and cash equivalents of $14.9 million. As of December 31, 2024, we had a working capital surplus of $38.9 million and cash and cash equivalents of $37.0 million.

Dividends and Distributions

During the three months ended March 31, 2025, we paid a cash dividend of $0.10 per share to Class A shareholders, totaling $2.3 million, and a corresponding cash distribution of $0.10 per unit to OpCo unitholders, totaling $5.3 million.

During the three months ended March 31, 2025, OpCo paid tax distributions to LandBridge Holdings of $5.8 million pursuant to the OpCo LLC Agreement.

On May 7, 2025, our board of directors declared a dividend on our Class A shares of $0.10 per share, payable on June 19, 2025 to shareholders of record as of June 5, 2025, and a corresponding required cash distribution to OpCo unitholders.

Cash Flow

The following tables summarizes our cash flow for the periods indicated:

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Net Cash Provided by Operating Activities. Net cash provided by operating activities decreased $1.3 million or 8% to $15.9 million for the three months ended March 31, 2025, as compared to $17.2 million for the three months ended March 31, 2024. The decrease was attributable to cash flow related to working capital accounts of $17.5 million, primarily due to accounts receivable and related party accounts receivable, partially offset by higher net income, net of non-cash items, of $16.2 million. The higher accounts receivable and related party accounts receivable working capital balances are directly attributable to increased surface use royalties, resources sales and resource royalties that collectively increased $14.6 million, or 85%, for the three months ended March 31, 2025, as compared to the three months ended December 31, 2024.

Net Cash Used in Investing Activities. Net cash used in investing activities decreased $37.3 million or 68% to $17.9 million for the three months ended March 31, 2025, as compared to $55.2 million for the three months ended March 31, 2024. The decrease was primarily attributable to lower acquisition-related expenditures for the three months ended March 31, 2025 related to one surface acquisition, as compared to the multiple acquisitions and acquisition-related expenditures incurred during the three months ended March 31, 2024.

Net Cash (Used In) Provided by Financing Activities. Net cash from financing activities decreased $29.1 million or 323% to $20.1 million of cash used in financing activities for the three months ended March 31, 2025, as compared to cash provided by financing activities of $9.0 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, cash used in financing activities consisted of $13.6 million of dividends and distributions paid, $5.8 million of debt repayments, and $0.6 million of offering costs paid. For the three months ended March 31, 2024, cash provided by financing activities was attributable to $10.0 million of debt proceeds, net of repayments and issuance costs, partially offset by $0.9 million of offering costs paid.

Capital Requirements

We focus our business model on entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, while minimizing our capital requirements for both current and future commercial opportunities, resulting in the ability to create significant free cash flows. Our contracts generally include inflation escalators, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to broader inflationary pressures. As a landowner, we incur the initial cost to acquire our acreage, but thereafter we incur modest development capital expenditures and operating expenses as it relates to operations on our land or our mineral and royalty interests, as such expenses are borne primarily by our customers. As a result, we expect that additional significant capital expenditures would be related to our acquisition of additional surface acreage, such as the Acquisitions, should we elect to do so.

The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the size of the acquisition opportunity, our cash flows from operating activities and our investing and financing activities. For the three months ended March 31, 2025, we incurred $17.8 million in acquisition-related capital expenditures, inclusive of $0.2 million of transaction-related expenses, in connection with the consummation of an acquisition.

We periodically assess changes in current and projected cash flows, acquisition and divestiture activities and other factors to determine the effects on our liquidity. We believe that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute our current strategy. However, our ability to generate cash is subject to a number of factors that may directly or indirectly affect us, many of which are beyond our control, including commodity prices and general economic, financial, competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may seek such capital through traditional borrowings under our debt instruments, offerings of debt and equity securities or other means. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us.

As our Board declares cash dividends to our Class A shareholders, we expect the dividend to be paid from Free Cash Flow. We do not currently expect to borrow funds or to adjust planned capital expenditures to finance dividends on our Class A shares, if any such dividends were to be declared by our Board. The timing, amount and financing of dividends, if any, will be subject to the discretion of our Board from time to time.

Debt Instruments

Credit Facilities

On July 3, 2023, the Company entered into (i) a four-year term loan (the “Term Loan”), and (ii) a four-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”), which were subsequently amended. Our Credit Facilities are secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our Credit Facilities as guarantors. Our Credit Facilities include certain customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational documents and material agreements. The Company was in compliance with these covenants as of March 31, 2025. See Note 6 — Debt within the notes to our Financial Statements for further information with respect to such affirmative and restrictive covenants.

As of March 31, 2025, we had $379.3 million of outstanding borrowings consisting of $30.0 million of revolving credit borrowings and $349.3 million of term loan borrowings. As of March 31, 2025, we have $70.0 million remaining in available commitments under the Revolving Credit Facility. The weighted average interest rate on the total amount of borrowings outstanding under the Credit Facilities for the three months ended March 31, 2025 was 7.82% in the case of revolving credit borrowings and 7.74% in the case of term loan borrowings.

Critical Accounting Estimates

The preparation of the Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our 2024 Form 10-K.

Recently Issued Accounting Pronouncements

For a summary of recently issued accounting pronouncements, see Note 2 - Summary of Significant Accounting Policies within the notes to our Financial Statements.

Internal Controls and Procedures

We are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of the effectiveness of our internal control over financial reporting under Section 404 until our second annual report on Form 10-K.

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are an “emerging growth company” and/or a “smaller reporting company” under applicable federal securities laws.

Off Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may take advantage of these exemptions until we are no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K) or we issue more than $1.0 billion of non-convertible debt securities over a three-year period.

We are exposed to market risks, which include the effects of adverse changes in commodity prices and counterparty and customer credit risks and interest rate risk as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and counterparty and customer credit and interest rate risk. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Interest Rate Risks

Our ability to borrow and the rates offered by lenders can be adversely affected by deterioration in the credit markets and/or deterioration of our credit profile rating. We may elect for outstanding borrowings under our credit facilities to accrue interest at a rate based on either the Term SOFR, or the base rate, plus an applicable margin, which exposes us to interest rate risk to the extent we have borrowings outstanding under our credit facilities.

As of March 31, 2025, we had $379.3 million of outstanding borrowings consisting of $30.0 million of revolving credit borrowings and $349.3 million of term loan borrowings. The weighted average interest rate on the borrowings outstanding under our Credit Facilities for the three months ended March 31, 2025 was 7.82% in the case of revolving credit borrowings, and 7.74% in the case of term loan borrowings. Assuming no change in the amount outstanding, the impact on interest expense of a 1.0% increase or decrease in the weighted average interest rate would be $3.8 million per year. We do not currently have or intend to enter into any derivative hedge contracts to protect against fluctuations in interest rates applicable to our outstanding indebtedness. See “— Debt Instruments — Credit Facilities.”

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Internal Control over Financial Reporting

There were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors disclosed under the heading “Risk Factors” in the 2024 Form 10-K. There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in the 2024 Form 10-K.