Granite Ridge Resources, Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
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Mar 31, 2025 · Filed May 8, 2025
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Notes to Condensed Consolidated Financial Statements
- Nature of Operations
Granite Ridge Resources, Inc. (together with its consolidated subsidiaries, “Granite Ridge” or the “Company”), a Delaware corporation, is a scaled energy company which aims to provide shareholders with exposure similar to energy private equity through operated partnerships and traditional non-operated assets in multiple basins throughout North America.
- Summary of Significant Accounting Policies
A complete discussion of the Company’s significant accounting policies is included in the 2024 Form 10-K.
Interim Financial Statements, Basis of Presentation, Consolidation, and Significant Estimates
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The accompanying condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the condensed consolidated balance sheet at December 31, 2024 is derived from audited consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments necessary to present fairly the Company’s condensed consolidated financial statements. All such adjustments are of a normal, recurring nature.
The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates of reserves are used to determine depletion and to conduct impairment analysis. Estimating reserves is inherently uncertain, including the projection of future rates of production and the timing of development expenditures. Additional significant estimates include, but are not limited to, fair value of derivative financial instruments, fair value of equity investments, fair value of business combinations, asset retirement obligations, revenue receivable and income taxes. Actual results could differ from those estimates. The results for interim periods are not necessarily indicative of annual results.
Certain disclosures have been condensed in, or omitted from, these condensed consolidated financial statements. Accordingly, these notes to the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2024 Form 10-K.
Certain reclassifications have been made to prior period amounts to conform to the current period presentation.
Segment Reporting
The Company operates inone reporting segment, which is oil and natural gas development, exploration and production. All of the Company's operations are conducted in the geographic area of the United States. The reporting segment generates revenue through the sale of oil and natural gas. The Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, manages operations on a consolidated basis for purposes of evaluating operational performance and allocating resources. Net income, as reported within the Company’s condensed consolidated statement of operations, is used by the CODM to assess performance for the oil and natural gas development, exploration and production segment. Significant segment expenses are the same as those reported in the condensed consolidated statement of operations. Total assets, as reported within the Company’s condensed consolidated balance sheets, is the measure of segment assets.
Oil and Natural Gas Properties
The Company uses the successful efforts method of accounting for oil and natural gas producing activities, as further defined under Accounting Standards Codification ("ASC") 932, Extractive Activities - Oil and Gas (“ASC 932”). Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory leases that find proved reserves, and to drill and equip development leases and related asset retirement costs are capitalized. Costs to drill exploratory wells are capitalized pending determinations of whether the wells have proved reserves. If the Company determines that the wells do not have proved reserves, the costs are charged to expense.
Capitalized leasehold costs relating to proved properties are depleted using the unit-of-production method based on proved reserves. The depletion of capitalized drilling and development costs and integrated assets is based on the unit-of-production method using proved developed reserves. The Company recognized depletion expense of $48.2 million and $40.8 million for the three months ended March 31, 2025 and 2024, respectively.
The Company reviews its long-lived assets to be held and used, including proved oil and natural gas properties, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable; for instance, when there are declines in commodity prices or well performance. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. For each property determined to be impaired, an impairment loss equal to the difference between the carrying value of the properties and the estimated fair market value is recognized at that time. The fair value of impaired assets is determined using the market or income valuation approach. The income approach is calculated using a discounted cash flow model. Discounted future cash flows use a discount rate similar to that used by market participants, or comparable market value if available. Estimating future cash flows involves the use of judgments, including estimation of the proved and risk-adjusted unproved oil and natural gas reserve quantities, timing of development and production, expected future commodity prices, capital expenditures and production costs. There wasno proved property impairment recorded for the three months ended March 31, 2025 or 2024.
Unproved oil and natural gas properties are periodically assessed for impairment by considering future drilling and exploration plans, results of exploration activities, commodity price outlooks, planned future sales and expiration of all or a portion of the projects. The Company recorded unproved oil and gas properties impairment of $0.7 million for the three months ended March 31, 2024 in the Permian Basin. There was no unproved property impairment recorded for the three months ended March 31, 2025.
Equity Investments
In December 2023, the Company completed the sale of certain of its Permian Basin assets to Vital Energy, Inc. ("Vital Energy") for consideration of 561,752 shares of Vital Energy's common stock and 541,155 shares of Vital Energy's 2.0% cumulative mandatorily convertible preferred securities. On June 4, 2024, the 2.0% cumulative mandatorily convertible preferred securities were converted into the equivalent number of shares of Vital Energy’s common stock. As of March 31, 2025, the Company held 1,027,907 shares of Vital Energy’s common stock.
The Company follows the guidance in ASC 321, Investments - Equity Securities ("ASC 321") for its investment in the common and preferred stock of Vital Energy. ASC 321 requires equity investments with readily determinable fair values to be measured at fair value, with unrealized holding gains and losses recorded as a gain or loss in the condensed consolidated statements of operations. For the preferred stock that did not have a readily determinable fair value, the Company did not elect the measurement alternative in ASC 321 and instead accounted for the preferred stock at fair value with unrealized gains and losses recorded through net income for the period until the preferred stock was converted into common stock. For the three months ended March 31, 2025 and 2024, an unrealized loss of $10.0 million and an unrealized gain of $7.8 million, respectively, is included in gain (loss) on equity investments within the condensed consolidated statements of operations that reflects the change in fair value of common and preferred stock.
Revenue Recognition
The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of oil and natural gas in the period that its performance obligations are satisfied.
Performance obligations are satisfied when the customer obtains control of the product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined, and when collectability is probable.
The Company receives payment from the sale of oil and natural gas production from one to three months after delivery. The transaction price is variable as it is based on market prices for oil and natural gas, less revenue deductions such as gathering, transportation, and compression costs. Management has determined that the variable revenue constraint is overcome at the date control passes to the customer since the variable consideration to be received can be reasonably estimated based on daily market prices and historical transportation charges. Revenue is presented net of these costs within the condensed consolidated statements of operations. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in revenue receivable in the condensed consolidated balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received; however, differences have been and are insignificant.
The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical expedient in accordance with ASC 606. The expedient, as described in ASC 606-10-50-14(a), applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.
Take-in Kind Oil and Natural Gas Revenues
Under certain arrangements, the Company has the right to take a volume of unprocessed gas in kind at the operator's wellhead, representing its proportionate share of its natural gas production, in lieu of receiving a net payment from the operator. The Company currently takes certain natural gas volumes in kind in lieu of monetary settlement. When the Company elects to take volumes in kind, it pays third parties to transport the natural gas it took in kind to downstream delivery points, where it then sells to customers at prices applicable to those downstream markets. In such situations, revenues are recognized during the month in which control transfers to the customer at the delivery point and it is probable the Company will collect the consideration it is entitled to receive. Sales proceeds are generally received by the Company within one month after the month in which a sale has occurred. In these scenarios, gathering and processing costs and transportation expenses the Company incurs to transport the volumes to downstream customers are recorded in lease operating expenses in the condensed consolidated statements of operations.
Disaggregated Oil and Natural Gas Revenues
The Company’s disaggregated revenue hastwo primary sources: oil sales and natural gas sales. Substantially all of the Company’s oil and natural gas sales come fromsix geographic areas in the United States: the Eagle Ford Basin (Texas), the Permian Basin (Texas/New Mexico), the Haynesville Basin (Texas/Louisiana), the Denver-Julesburg “DJ” Basin (Colorado), the Bakken Basin (Montana/North Dakota), and Appalachian Basin (Ohio). The following tables present the disaggregation of the Company’s oil and natural gas revenues by basin for the three months ended March 31, 2025 and 2024.
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Oil | $91,847 | $75,766 |
| Natural gas | 31,084 | 13,230 |
| Total | $122,931 | $88,996 |
| Permian | $81,644 | $49,946 |
| Eagle Ford | 10,984 | 13,408 |
| Bakken | 9,857 | 13,446 |
| Haynesville | 5,738 | 5,236 |
| DJ | 10,400 | 6,960 |
| Appalachian | 4,308 | — |
| Total | $122,931 | $88,996 |
Recently Issued and Applicable Accounting Pronouncements (Issued and Not Yet Adopted)
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09 was effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company has not early adopted the standard and is currently assessing the effect that ASU 2023-09 will have on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires enhanced disclosure about specific types of expenses included in the expense captions presented on the face of the consolidated statement of operations as well as disclosures about selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company has not early adopted the standard and is currently assessing the effect that ASU 2024-03 will have on its disclosures.
- Derivative Financial Instruments
The Company uses derivative financial instruments in connection with its oil and natural gas operations to provide an economic hedge of the Company’s exposure to commodity price risk associated with anticipated future oil and natural gas production. The Company does not hold or issue derivative financial instruments for speculative trading purposes.
The Company does not designate its derivative instruments to qualify for hedge accounting. Accordingly, the Company reflects changes in the fair value of its derivative instruments in its condensed consolidated statements of operations as they occur.
Collar Option Contracts and Swaps
The Company’s derivative financial instruments consist of collar option contracts and swaps.
A collar option is established with the sale of a short call option (ceiling price) and the purchase of a long put option (floor price) set to expire at a predetermined date in the future. The options give the owner the right but not the obligation to exercise the option at the expiration date.
When the settlement price is below the established floor price, the Company receives an amount from its counterparty equal to the difference between the settlement price and the floor price multiplied by the hedged contract volume. When the settlement price is above the established ceiling price, the Company pays its counterparty an amount equal to the difference between the settlement price and the ceiling price multiplied by the hedged contract volume. When the settlement price is between the established floor and the ceiling, no amounts are due to or from the counterparty.
A swap contract allows the Company to receive a fixed price and pay a floating market price to the counterparty for the hedged commodity.
The Company has master netting agreements on individual derivative instruments with its counterparties and therefore certain amounts may be presented on a net basis in the condensed consolidated balance sheets.
Volume of Derivative Activities
The following table sets forth the Company’s outstanding commodity derivative contracts as of March 31, 2025.
| 2025 · 2026 | |||||
|---|---|---|---|---|---|
| Second Quarter | Third Quarter | Fourth Quarter | Total | Total | |
| Collar (oil) | |||||
| Volume (Bbl) | 933,266 | 802,210 | 698,000 | 2,433,476 | 2,104,980 |
| Weighted-average floor price ($/Bbl) | $61.84 | $61.95 | $60.00 | $61.35 | $60.00 |
| Weighted-average ceiling price ($/Bbl) | $77.52 | $78.51 | $77.13 | $77.73 | $70.44 |
| Collar (natural gas) | |||||
| Volume (Mcf) | 1,075,438 | 2,441,757 | 3,550,615 | 7,067,810 | 9,906,446 |
| Weighted-average floor price ($/Mcf) | $3.00 | $3.00 | $3.35 | $3.17 | $3.43 |
| Weighted-average ceiling price ($/Mcf) | $3.75 | $3.75 | $4.16 | $3.96 | $4.21 |
| Swaps (natural gas) | |||||
| Volume (Mcf) | 4,391,520 | 2,288,450 | 710,350 | 7,390,320 | 3,641,400 |
| Weighted-average price ($/Mcf) | $3.44 | $3.59 | $3.60 | $3.50 | $3.64 |
The following table summarizes the amounts reported in the condensed consolidated statements of operations related to the commodity derivative instruments for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Gain (loss) on commodity derivatives | ||
| Oil derivatives | $1,288 | $(7,279) |
| Natural gas derivatives | (16,145) | 4,118 |
| Total | $(14,857) | $(3,161) |
The following table represents the Company’s net cash receipts (payments on) commodity derivatives for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Net cash receipts from (payments on) commodity derivatives | ||
| Oil derivatives | $(66) | $96 |
| Natural gas derivatives | (47) | 2,612 |
| Total | $(113) | $2,708 |
- Fair Value Measurements
The Company has adopted and follows ASC 820, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.
As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
The following table presents the carrying amounts and fair values of the Company’s financial instruments as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value |
| Assets: | ||||
| Derivative instruments - commodity derivatives | $804 | $804 | $537 | $537 |
| Equity investments | $21,812 | $21,812 | $31,783 | $31,783 |
| Liabilities: | ||||
| Revolving credit facilities | $250,000 | $250,000 | $205,000 | $205,000 |
| Derivative instruments - commodity derivatives | $20,512 | $20,512 | $5,501 | $5,501 |
Revolving credit facilities — The carrying amounts of the revolving credit facilities approximate their fair values, as the applicable interest rates are variable and reflective of market rates.
Other financial assets and liabilities — The carrying amounts of the Company’s other financial assets and liabilities, such as revenue receivable and accrued liabilities, approximate their fair values because of the short maturity of these instruments.
Derivative instruments -commodity derivatives — The fair value of the Company’s derivative instruments is estimated by management considering various factors, including closing exchange and over-the-counter quotations and the time value of the underlying commitments. The fair value of the Company’s commodity derivative instruments is considered to be a Level 2 measurement. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. The Company’s valuation models are primarily industry-standard models that consider various inputs including: (i) quoted forward prices for commodities, (ii) current market and contractual prices for the underlying instruments, (iii) applicable credit-adjusted risk-free rate curves, as well as other relevant economic measures.
Equity investments — The fair value of the Company’s investment in Vital Energy's common stock was valued using the instrument's publicly listed trading price, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The fair value of the Company's investment in Vital Energy's preferred stock was estimated by management considering various factors, including the publicly listed trading price of Vital Energy's common shares and the present value of expected dividends prior to the conversion of the preferred shares. The fair value of the investment in preferred stock was considered to be a Level 2 measurement. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.
On June 4, 2024, the 2.0% cumulative mandatorily convertible preferred securities of Vital Energy were converted into 541,155 shares of common stock of Vital Energy. Prior to this conversion, the common shares of Vital Energy owned by the Company were not entitled to vote and bore a restricted legend to that effect. As of March 31, 2025 and December 31, 2024, the Company held 1,027,907 shares of Vital Energy’s common stock, for which the fair value is a Level 1 measurement.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following tables summarize (i) the valuation of each of the Company’s financial instruments by required fair value hierarchy levels and (ii) the gross fair value by the appropriate balance sheet classification, even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the Company’s condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024. The Company nets the fair value of commodity derivative instruments by counterparty in the Company’s condensed consolidated balance sheets.
| March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Fair Value Measurement Using | ||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total FairValue | Gross AmountsOffset in the CondensedConsolidatedBalance Sheet | Net Fair ValuePresented in the CondensedConsolidatedBalance Sheet |
| Equity investments – common stock | $21,812 | $— | $— | $21,812 | $— | $21,812 |
| Assets (at fair value): | ||||||
| Commodity derivatives – current portion | $— | $1,364 | $— | $1,364 | $(743) | $621 |
| Commodity derivatives – noncurrent portion | — | 377 | — | 377 | (194) | 183 |
| Liabilities (at fair value): | ||||||
| Commodity derivatives – current portion | — | (16,312) | — | (16,312) | 743 | (15,569) |
| Commodity derivatives – noncurrent portion | — | (5,137) | — | (5,137) | 194 | (4,943) |
| Net derivative instruments | $— | $(19,708) | $— | $(19,708) | $— | $(19,708) |
| December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fair Value Measurement Using | ||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total FairValue | Gross AmountsOffset in the CondensedConsolidatedBalance Sheet | Net Fair ValuePresented in the CondensedConsolidatedBalance Sheet |
| Equity investments - common stock | $31,783 | $— | $— | $31,783 | $— | $31,783 |
| Assets (at fair value): | ||||||
| Commodity derivatives – current portion | $— | $2,053 | $— | $2,053 | $(1,516) | $537 |
| Liabilities (at fair value): | ||||||
| Commodity derivatives – current portion | — | (3,338) | — | (3,338) | 1,516 | (1,822) |
| Commodity derivatives – noncurrent portion | — | (3,679) | — | (3,679) | — | (3,679) |
| Net derivative instruments | $— | $(4,964) | $— | $(4,964) | $— | $(4,964) |
Fair Values – Nonrecurring
Asset retirement obligations — The fair value measurements of asset retirement obligations are measured on a nonrecurring basis when a well is drilled or acquired or when production equipment and facilities are installed or acquired using a discounted cash flow model based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs to the fair value measurement of asset retirement obligations include estimates of the costs of plugging and abandoning oil and natural gas wells, removing production equipment and facilities and restoring the surface of the land as well as estimates of the economic lives of the oil and natural gas wells and future inflation rates.
- Acquisitions and Divestitures
Asset Acquisitions
During the three months ended March 31, 2025 and 2024, the Company acquired various oil and natural gas properties. The following table presents the cumulative adjusted purchase price of transactions accounted for as asset acquisitions in accordance with ASC Topic 805, Business Combinations(“ASC 805”) by basin included in oil and gas properties on the Company’s condensed consolidated balance sheets:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Permian | $29,644 | $3,709 |
| Appalachian | $4,718 | $23 |
| Total | $34,362 | $3,732 |
In addition, during the three months ended March 31, 2024, the Company recorded closing adjustments that reduced the acquisition price of business combinations completed during 2023 by $1.1 million.
During the three months ended March 31, 2025, the Company divested unproved properties for proceeds of $0.1 million, for which a gain on sale was recorded and included in "Other, net" in the condensed consolidated statements of operations.
- Stock Incentive Plan
The Granite Ridge Resources, Inc. 2022 Omnibus Incentive Plan (the “Plan”) provides the Company the ability to grant, among other award types, stock options, restricted stock awards, and performance stock units ("PSUs") to directors, officers, employees and consultants or advisors employed by or providing service to the Company.
During the first quarter of 2025 and 2024, the Company granted restricted stock awards, stock options, and PSUs. Stock-based compensation expense during the three months ended March 31, 2025 and 2024 was $0.7 million and $0.5 million, respectively.
Restricted Stock Awards - The Company grants service-based restricted stock awards to certain of its employees and consultants under the Plan, which vest ratably over a period ofthree years, and to non-employee directors, which vest in full afterone year. Restricted stock awards are valued at the closing price of the Company's common stock on the date of grant. All restricted shares are legally issued and outstanding. If an employee terminates employment prior to the restriction lapse date, the awarded shares are forfeited and canceled and are no longer considered issued and outstanding. For restricted stock awards granted prior to March 2025, the holders of such unvested restricted stock awards have voting rights and the right to receive dividends. For restricted stock awards granted in March 2025 and thereafter, the holders of such unvested restricted stock awards do not have voting rights but do have the right to receive dividends. The Company recognizes compensation expense utilizing graded vesting whereby compensation expense is recognized over the service period for each separately vesting tranche.
PSUs - The Company grants PSUs to certain of its officers under the Plan. The PSUs cliff vest at the end ofthree years, generally subject to continued employment through the performance period. The total number of shares eligible to be earned may range from zero to 200% of the target number of PSUs granted, determined based upon achievement of certain "financial performance" and "market performance" criteria for the Company and individual performance criteria for the officers awarded PSUs. Financial performance is based on the Company's financial performance at the end of the applicable performance period, while market performance is based on the relative standing of total shareholder return achieved by the Company compared to a predetermined group of peer companies at the end of the applicable performance period. Individual performance criteria is based on the officers' performance relative to individual performance goals at the end of the performance period. The Company utilizes the Monte Carlo simulation method to determine the fair value of the PSUs based on market performance, while PSUs based on financial performance are valued using the closing price of the Company's common stock on the date of grant.
Stock Options - The Company grants stock options to certain of its officers under the Plan. The Company's outstanding stock options expire 10 years following the date of grant. Pursuant to the stock options granted under the Plan,33% of the options vest immediately with an additional 33% to vest on each of the nexttwo anniversaries of the date of the grant, generally subject to continued employment through each such vesting date. During the three months ended March 31, 2025, the Company granted 110,257 stock options with an exercise price of $5.61 per share. During the three months ended March 31, 2024, the Company granted 134,375 stock options with an exercise price of $6.06 per share.
Stock Awards - The Company may issue other awards to its employees and consultants under the Plan.
A summary of the Company's activity under the Plan for the restricted stock awards, PSUs and stock options for the three months ended March 31, 2025 is presented below:
| Restricted Stock Awards | Performance Stock Units | Stock Options | |
|---|---|---|---|
| Outstanding at December 31, 2024 | 518,048 | 97,532 | 526,483 |
| Awards granted (1) | 410,751 | 76,650 | 110,257 |
| Awards canceled/forfeited | (7,046) | — | — |
| Awards vested (2) | (253,220) | — | — |
| Outstanding at March 31, 2025 | 668,533 | 174,182 | 636,740 |
| (1) Weighted average grant date fair value per share / unit | $5.81 | $6.79 | $1.21 |
| (2) Represents restricted stock and PSUs vested during the period. During the three months ended March 31, 2025, 212,249 stock options vested. As of March 31, 2025, there were a total of 518,444 stock options exercisable. | |||
A summary of the Company's activity under the Plan for the restricted stock awards, PSUs and stock options for the three months ended March 31, 2024 is presented below:
| Restricted Stock Awards | Performance Stock Units | Stock Options | |
|---|---|---|---|
| Outstanding at December 31, 2023 | 295,990 | 26,574 | 392,108 |
| Awards granted (1) | 383,430 | 70,958 | 134,375 |
| Awards vested (2) | (139,790) | — | — |
| Outstanding at March 31, 2024 | 539,630 | 97,532 | 526,483 |
| (1) Weighted average grant date fair value per share / unit | $6.07 | $7.51 | $1.38 |
| (2) Represents restricted stock and PSUs vested during the period. During the three months ended March 31, 2024, 175,493 stock options vested and 306,195 stock options were exercisable as of March 31, 2024. | |||
- Income Taxes
The Company is a C corporation and subject to U.S. federal, state, and local income taxes. The Company records income taxes through the use of an estimated annual effective tax rate and specific events that are discretely recognized as they occur. For the three months ended March 31, 2025 and 2024, the Company recorded income tax expense of $2.9 million and $4.8 million, respectively.
At the end of each interim period, the Company applies an estimated annualized effective tax rate to the current period income or loss before income taxes, which can produce interim effective tax rate fluctuations. The Company's effective income tax rate was 22.7% and 23.0% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate differs from the enacted statutory rate of 21% primarily due to the impact of certain discrete items and state income taxes.
The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of March 31, 2025 and December 31, 2024, the Company hadno unrecognized tax benefits and did not recognize any interest or penalties during those respective periods related to unrecognized tax benefits.
On August 16, 2022, the Inflation Reduction Act (the "IRA") was enacted into law and includes significant changes related to tax, climate change, energy and health care. The provisions within the IRA, among other things, include (i) a new 15% corporate alternative minimum tax on certain large corporations, (ii) a new nondeductible 1% excise tax on the value of certain stock that a company repurchases, and (iii) various tax incentives for energy and climate initiatives. Each of these provisions were effective for tax years beginning after December 31, 2022. The Department of the Treasury is expected to continue to publish regulations relevant to many aspects of the IRA. The Company currently does not believe that there will be a material impact on its cash taxes or income tax expense for the 2025 tax year or future periods but will continue to monitor potential impacts.
- Debt
The carrying value of the Company's total debt was $250.0 million and $205.0 million at March 31, 2025 and December 31, 2024, respectively.
Granite Ridge Credit Agreement
On October 24, 2022, Granite Ridge entered into a senior secured revolving credit agreement (as amended, the “Credit Agreement”) with a syndicate of banks, currently led by Bank of America, N.A., as administrative agent. The Credit Agreement has a maturity date offive years from the effective date thereof, or October 24, 2027.
The borrowing base is redetermined semiannually on or about April 1 and October 1 of each calendar year, and is subject to additional adjustments from time to time, including for asset sales, elimination or reduction of hedge positions and incurrence of other debt. As of March 31, 2025, the Company had a borrowing base of $325.0 million and elected commitments of $325.0 million.
The Company and the Required Lenders (as defined in the Credit Agreement) may request one unscheduled redetermination of the borrowing base between each scheduled redetermination. The amount of the borrowing base is determined by the lenders in their sole discretion and consistent with the oil and gas lending criteria of the lenders at the time of the relevant redetermination. The amount the Company is able to borrow under the Credit Agreement is subject to compliance with the financial covenants, satisfaction of various conditions precedent to borrowing and other provisions of the Credit Agreement.
At March 31, 2025, the Company had outstanding borrowings of $250.0 million and $0.3 million of letters of credit issued and outstanding under the Credit Agreement, resulting in availability of $74.7 million. The Credit Agreement is guaranteed by the restricted subsidiaries of Granite Ridge and is secured by a first priority mortgage and security interest in substantially all of the Company's and its restricted subsidiaries' assets.
Borrowings under the Credit Agreement may be base rate loans or secured overnight financing rate (“SOFR”) loans. Interest is payable quarterly for base rate loans and at the end of the applicable interest period for SOFR loans. SOFR loans bear interest at SOFR plus an applicable margin ranging from 300 to 400 basis points, depending on the percentage of the borrowing base utilized, plus an additional 10,15 or 20 basis point credit spread adjustment for aone, three orsix month interest period, respectively. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the U.S. prime rate as published by the Wall Street Journal; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted SOFR rate for aone-month interest period plus 100 basis points, plus, in the case of this clause (iii) an additional 10 basis point credit spread adjustment, plus, in the case of any base rate loan, an applicable margin ranging from 200 to 300 basis points, depending on the percentage of the borrowing base utilized.
The Company also pays a commitment fee on unused elected commitment amounts under its facility of 50 basis points. The Company may repay any amounts borrowed under the Credit Agreement prior to the maturity date without any premium or penalty.
The Credit Agreement contains certain financial covenants, including the maintenance of the following financial ratios:
(i)a leverage ratio, which is the ratio of Consolidated Total Debt to EBITDAX (each as defined in the Credit Agreement), of not greater than 3.00 to 1.00 as of the last day of any fiscal quarter, and
(ii)a Current Ratio (as defined in the Credit Agreement), of not less than 1.00 to 1.00 as of the last day of each fiscal quarter.
At March 31, 2025, the Company was in compliance with all covenants required by the Credit Agreement.
- Equity
Common Stock Dividends - The Company paid dividends of $14.4 million, or $0.11 per share during the three months ended March 31, 2025. The Company paid dividends of $14.3 million, or $0.11 per share, during the three months ended March 31, 2024. Any payment of future dividends will be at the discretion of the Company’s Board of Directors.
- Related Party Transactions
Upon formation in 2022, Granite Ridge entered into a Management Services Agreement (the "MSA") with Grey Rock Administration, LLC (the “Manager”). Under the MSA, the Manager provides general management, administrative, and operating services covering the oil and gas assets and other properties of the Company and other day-to-day business and affairs of the Company. In accordance with the MSA, the Company pays the Manager an annual services fee of $10.0 million and reimburses the Manager for certain Granite Ridge group costs related to the operation of the Company’s assets (including for third party costs allocated or attributable to the assets of the Company). The initial term of the MSA expires on April 30, 2028; however, the MSA will automatically renew for additional consecutiveone-year renewal terms until terminated in accordance with its terms. Upon any termination of the MSA, the Manager shall provide transition services for a period of up to 90 days.
For the three months ended March 31, 2025 and 2024, service fees for the Company under the MSA were approximately $2.5 million for each period and are included in general and administrative expenses within the accompanying condensed consolidated statements of operations.
- Risk Concentrations
As a non-operator,100% of the Company’s wells are operated by third-party operating partners. As a result, the Company is highly dependent on the success of these third-party operators. If they are not successful in the development, exploitation, production and exploration activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operations could be adversely affected. These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators. The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators.
In the normal course of business, the Company maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.
Derivative Counterparties - The Company uses credit and other financial criteria to evaluate the creditworthiness of counterparties to its derivative instruments. The Company believes that all of its derivative counterparties are currently acceptable credit risks. All of the Company’s outstanding derivative instruments are covered by International Swap Dealers Association Master Agreements (“ISDAs”) entered into with parties that are also lenders under the Company’s Credit Agreement. The Company’s obligations under the derivative instruments are secured pursuant to the Credit Agreement, and no additional collateral has been posted by the Company.
- Earnings Per Share
The Company uses the two-class method of calculating earnings per share because certain of the Company’s unvested stock-based awards qualify as participating securities.
The Company’s basic earnings (loss) per share attributable to common stockholders is computed as (i) net income (loss) as reported, (ii) less participating basic earnings (iii) divided by weighted average basic common shares outstanding. The Company’s diluted earnings (loss) per share attributable to common stockholders is computed as (i) basic earnings (loss) attributable to common stockholders, (ii) plus reallocation of participating earnings (iii) divided by weighted average diluted common shares outstanding.
The following table presents the basic and diluted earnings per share computations for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Net income | $9,812 | $16,227 |
| Participating basic earnings (a) | (56) | (41) |
| Basic earnings attributable to common stockholders | 9,756 | 16,186 |
| Reallocation of participating earnings | — | — |
| Diluted earnings attributable to common stockholders | $9,756 | $16,186 |
| Weighted average common shares outstanding: | ||
| Weighted average common shares outstanding – basic | 130,336 | 130,136 |
| Dilutive performance stock units | 59 | 17 |
| Dilutive stock options | 6 | 7 |
| Weighted average common shares outstanding – diluted | 130,401 | 130,160 |
| Net income per common share: | ||
| Basic | $0.07 | $0.12 |
| Diluted | $0.07 | $0.12 |
| (a) Unvested restricted stock awards represent participating securities because they participate in nonforfeitable dividends or distributions with the common equity holders of the Company. Participating earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. Unvested restricted stock awards do not participate in undistributed net losses as they are not contractually obligated to do so. | ||
The following table is a summary of the PSUs and stock options, which were not included in the computation of diluted earnings per share, as inclusion of these items would be antidilutive.
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Number of antidilutive common shares: | ||
| Antidilutive performance stock units | 102,365 | 49,713 |
| Antidilutive stock options | 553,240 | 423,538 |
| Total antidilutive common shares | 655,605 | 473,251 |
- Subsequent Events
Dividend
The Company's Board of Directors declared a regular quarterly cash dividend of $0.11 per share for the second quarter of 2025. The dividend will be paid on June 13, 2025 to stockholders of record as of May 30, 2025.
Fifth Amendment to Credit Agreement
On April 29, 2025, the Company and its lenders entered into the Fifth Amendment to the Credit Agreement, which amended the Credit Agreement to, among other things, increase the borrowing base and aggregate elected commitments from $325.0 million to $375.0 million.
Other than the foregoing, the material terms of the Credit Agreement remain unchanged.
New Commodity Derivative Contracts
In April 2025, the Company entered into the following natural gas derivative contracts to hedge additional amounts of estimated future production.
| 2025 · 2026 | |||||
|---|---|---|---|---|---|
| Second Quarter | Third Quarter | Fourth Quarter | Total | Total | |
| Collars (natural gas) | |||||
| Volume (Mcf) | — | — | 270,000 | 270,000 | 600,000 |
| Weighted-average floor price ($/Mcf) | $— | $— | $4.50 | $4.50 | $4.35 |
| Weighted-average ceiling price ($/Mcf) | $— | $— | $5.06 | $5.06 | $4.99 |
| Swaps (natural gas) | |||||
| Volume (Mcf) | 451,000 | 474,000 | 121,000 | 1,046,000 | 710,000 |
| Weighted-average price ($/Mcf) | $4.04 | $4.04 | $4.04 | $4.04 | $3.89 |
- Supplementary Data
Capitalized Costs
| (in thousands) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Oil and natural gas properties: | ||
| Proved | $1,575,233 | $1,484,968 |
| Unproved | 71,027 | 55,053 |
| Less: accumulated depletion | (691,277) | (643,051) |
| Net capitalized costs for oil and natural gas properties | $954,983 | $896,970 |
Costs Incurred for Oil and Natural Gas Producing Activities
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Property acquisition costs: | ||
| Proved | $13,341 | $1,147 |
| Unproved | 21,021 | 1,481 |
| Development costs | 71,402 | 62,639 |
| Total costs incurred for oil and natural gas properties | $105,764 | $65,267 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.