INFINITY NATURAL RESOURCES, INC.
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
(amounts in thousands, except share and per share amounts)
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $4,859 | $2,203 |
| Accounts receivable: | ||
| Oil and natural gas sales, net | 34,044 | 39,314 |
| Joint interest and other, net | 15,486 | 32,229 |
| Prepaid expenses and other current assets | 3,362 | 11,822 |
| Commodity derivative assets, short term | 763 | — |
| Total current assets | $58,514 | $85,568 |
| Oil and natural gas properties, full cost method (including $86.8 million and $86.5 million as of March 31, 2025 and December 31, 2024, respectively excluded from amortization) | 1,017,189 | 933,228 |
| Midstream and other property and equipment | 43,589 | 40,053 |
| Less: Accumulated depreciation, depletion, and amortization | (174,429) | (153,233) |
| Property and equipment, net | $886,349 | $820,048 |
| Operating lease right-of-use assets, net | 1,309 | 1,389 |
| Other assets | 7,745 | 8,461 |
| Total assets | $953,917 | $915,466 |
| Liabilities, Redeemable Interest and Stockholders’ Deficit / Members’ Equity | ||
| Current liabilities: | ||
| Accounts payable | $46,583 | $51,370 |
| Royalties payable | 26,448 | 23,129 |
| Accrued liabilities | 25,567 | 45,903 |
| Current portion of long-term debt | 80 | 101 |
| Operating lease liabilities | 209 | 247 |
| Commodity derivative liabilities, short-term | 38,664 | 12,596 |
| Total current liabilities | $137,551 | $133,346 |
| Long-term debt | 11,391 | 259,406 |
| Operating lease liabilities, net of current portion | 1,098 | 1,142 |
| Asset retirement obligations | 3,130 | 2,988 |
| Commodity derivative liabilities, long-term | 18,670 | 10,342 |
| Deferred tax liability, net | 35 | — |
| Total liabilities | $171,875 | $407,224 |
| Commitments and contingencies (Note 14) | ||
| Redeemable non-controlling interest | 834,279 | — |
| Stockholders’ deficit / members’ equity | ||
| Members’ equity | — | 508,242 |
| Class A common stock—$0.01 par value; 400,000,000 shares authorized, 15,237,500 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 152 | — |
| Class B common stock—$0.01 par value; 150,000,000 shares authorized, 45,638,889 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 456 | — |
| Additional paid-in capital | — | — |
| Accumulated deficit | (52,845) | — |
| Total stockholders’ deficit/ members’ equity | (52,237) | 508,242 |
| Total liabilities, redeemable interest and stockholders’ deficit / members’ equity | $953,917 | $915,466 |
Condensed Consolidated Statements of Operations (Unaudited)
(amounts in thousands, except share and per share amounts)
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenues: | ||
| Oil, natural gas, and natural gas liquids sales | $84,184 | $49,839 |
| Midstream activities | 981 | 386 |
| Total revenues | 85,165 | 50,225 |
| Operating expenses: | ||
| Gathering, processing, and transportation | 12,070 | 10,456 |
| Lease operating | 7,434 | 7,288 |
| Production and ad valorem taxes | 632 | 359 |
| Depreciation, depletion and amortization | 21,258 | 15,555 |
| General and administrative (including share-based compensation of $126.9 million and $0.0 for the three months ended March 31, 2025 and 2024, respectively) | 131,750 | 2,128 |
| Total operating expenses | $173,144 | $35,786 |
| Operating income | (87,979) | 14,439 |
| Other income (expense): | ||
| Interest, net | (3,067) | (4,573) |
| Loss on derivative instruments | (37,218) | (23,455) |
| Other (expense) income | (63) | (467) |
| Net loss before income tax expense (benefit) | (128,327) | (14,056) |
| Income tax expense | 35 | — |
| Net loss | $(128,362) | $(14,056) |
| Net income attributable to Infinity Natural Resources, LLC prior to the reorganization | 9,914 | |
| Net loss attributable to redeemable non-controlling interests | (103,707) | |
| Net loss attributable to Infinity Natural Resources, Inc. | $(34,569) | |
| Net loss attributable to Infinity Natural Resources, Inc. per share of Class A common stock—basic and diluted | $(2.27) | |
| Weighted-average shares of Class A common stock outstanding—basic and diluted | 15,237,500 | |
Condensed Consolidated Statements of Redeemable Non-controlling Interest and Stockholders’ Deficit / Members’ Equity (Unaudited)
(amounts in thousands, except share amounts)
| INR Holdings Members' Equity · Class A · Class B · Additional Paid in Capital · Accumulated Deficit · Total · Redeemable Non-controlling Interest | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, 2025 · Shares · Amount · Shares · Amount | |||||||||
| Balance as of December 31, 2024 | $508,242 | — | $— | — | $— | $— | $— | $— | $— |
| Net income prior to reorganization transactions | 9,914 | — | — | — | — | — | — | — | |
| Effect of the reorganization transactions | (518,156) | — | — | 45,638,889 | 456 | — | 456 | 517,700 | |
| Issuance of common stock in connection with initial public offering, net of underwriting discounts, commissions and other offering costs | — | 15,237,500 | 152 | — | — | 198,204 | — | 198,356 | 76,911 |
| Share-based compensation expense subsequent to reorganization transactions | — | — | — | — | — | 126,895 | — | 126,895 | |
| Net loss subsequent to reorganization transactions | — | — | — | — | — | — | (34,569) | (34,569) | (103,707) |
| Adjustment of redeemable non-controlling interest to redemption value | — | — | — | — | — | (325,099) | (18,276) | (343,375) | 343,375 |
| Balance as of March 31, 2025 | $— | 15,237,500 | $152 | 45,638,889 | $456 | $— | $(52,845) | $(52,237) | $834,279 |
| INR Holdings Members' Equity · Class A · Class B · Additional Paid in Capital · Accumulated Deficit · Total · Redeemable Non-controlling Interest | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, 2024 · Shares · Amount · Shares · Amount | |||||||||
| Balance as of December 31, 2023 | $458,456 | — | $— | — | $— | $— | $— | $458,456 | $— |
| Contribution | 500 | — | — | — | — | — | — | 500 | — |
| Net loss | (14,056) | — | — | — | — | — | — | (14,056) | — |
| Balance as of March 31, 2024 | $444,900 | — | $— | — | $— | $— | $— | $444,900 | $— |
Condensed Consolidated Statements of Cash Flows (Unaudited)
(amounts in thousands)
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Net loss | $(128,362) | $(14,056) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation, depletion, and amortization | 21,258 | 15,555 |
| Amortization of debt issuance costs | 527 | 477 |
| Share-based compensation expense | 126,895 | — |
| Loss on derivative instruments | 37,218 | 23,455 |
| Cash received (paid) on settlement of derivative instruments | (3,585) | 13,263 |
| Non-cash lease expense | 80 | (5) |
| Deferred income tax | 35 | — |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 22,013 | 15,240 |
| Prepaid expenses and other assets | (1,151) | 33 |
| Accounts payable | (978) | (21,598) |
| Royalties payable | 3,319 | (3,382) |
| Accrued and other expenses | (4,707) | 1,046 |
| Other assets and liabilities | 1,667 | 127 |
| Net cash provided by operating activities | $74,229 | $30,155 |
| Cash flows from investing activities: | ||
| Additions to oil and gas properties | (105,665) | (36,327) |
| Additions to midstream and other property and equipment | (2,766) | (1,856) |
| Net cash used in investing activities | $(108,431) | $(38,183) |
| Cash flows from financing activities: | ||
| Proceeds from capital contributions | — | 500 |
| Borrowings under revolving credit facility | 56,000 | 43,500 |
| Payments on revolving credit facility | (304,000) | (34,000) |
| Proceeds issuance of Class A common stock in initial public offering, net of underwriting discounts and commissions | 286,465 | — |
| Payments of debt issuance costs | (645) | — |
| Payments of initial public offering costs | (925) | — |
| Payments on notes payable | (37) | (33) |
| Net cash provided by financing activities | $36,858 | $9,967 |
| Net increase in cash and cash equivalents | 2,656 | 1,939 |
| Cash and cash equivalents at beginning of period | 2,203 | 1,504 |
| Cash and cash equivalents at end of period | $4,859 | $3,443 |
The accompanying notes are an integral part of these condensed consolidated financial statements
Note 1 –Description of the Business and Basis of Presentation
Description of Business. Infinity Natural Resources, Inc., together with its subsidiaries (collectively referred to as “INR”, the “Company,” “we,” “our,” or “us”, unless the context otherwise indicates), was incorporated in the state of Delaware on May 15, 2024 in anticipation of a potential initial public offering and related reorganization transactions. The Company is an oil and natural gas exploration and production company engaged in the acquisition, exploration, and development of properties for the production of oil, natural gas, and natural gas liquids (“NGLs”) from underground reservoirs. Our operations are located in the Appalachian Basin in the northeastern United States.
Initial Public Offering. On January 30, 2025, the Company's registration statement on Form S-1 relating to its initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission (“SEC”), and the shares of its Class A common stock, par value $0.01 per share (“Class A common stock”), began trading on the New York Stock Exchange (“NYSE”) on January 31, 2025. The IPO closed in February 2025, pursuant to which the Company issued and sold 15,237,500 shares of its Class A common stock at a public offering price of $20.00 per share, including 1,987,500 shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of approximately $286.5 million, after deducting underwriting discounts and commissions of $18.3 million. The Company contributed the net proceeds of the IPO to Infinity Natural Resources, LLC (“INR Holdings”), and INR Holdings used the net proceeds, after payment of certain offering expenses, to repay borrowings outstanding under its revolving credit facility.
Corporate Reorganization. In connection with the IPO, we underwent a corporate reorganization whereby: (a) the membership interests of the existing owners (the “Legacy Owners”) in INR Holdings were recapitalized into a single class of units (the “INR Units”), and, in exchange for their existing membership interests, the Legacy Owners received INR Units and an equal number of shares of the Company’s Class B common stock, par value $0.01 per share (“Class B common stock”); and (b) we contributed the net proceeds of the IPO to INR Holdings in exchange for newly issued INR Units and a managing member interest in INR Holdings (the “Corporate Reorganization”). After giving effect to the Corporate Reorganization and the IPO, we own an approximate 25.0% interest in INR Holdings and the Legacy Owners own an approximate 75.0% interest in INR Holdings. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of INR Holdings (the “INR Holdings LLC Agreement”), holders of INR Units (other than INR) are entitled to exchange their INR Units, and surrender an equivalent number of shares of Class B common stock, for a number of shares of Class A common stock on aone-for-one basis or, at our option, the receipt of an equivalent amount of cash.
The Company is a holding company whose sole material asset consists of membership interests in INR Holdings. The Company is the managing member of INR Holdings and controls and is responsible for all operational, management and administrative decisions relating to INR Holdings’ business and consolidates the financial results of INR Holdings and reports redeemable non-controlling interests in its consolidated financial statements related to the INR Units that the Legacy Owners own in INR Holdings.
The historical consolidated financial statements included in this Quarterly Report for periods prior to the Corporate Reorganization and IPO are based on the financial statements of our predecessor, INR Holdings. The historical financial data of our predecessor may not yield an accurate indication of what our actual results would have been if the Corporate Reorganization and IPO had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.
Basis of Accounting and Presentation. The accompanying unaudited condensed consolidated financial statements present the financial position, results of operations, and cash flows of the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and regulations of the SEC for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024 and the related notes included in the Company’s 2024 Form 10-K. The December 31, 2024, condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.
The Company had no material other comprehensive income or loss items. Accordingly, a separate statement of comprehensive loss has not been presented in these unaudited condensed consolidated financial statements. All intercompany balances and transactions are eliminated upon consolidation.
Note 2 –Summary of Significant Accounting Policies
The selected significant accounting policies included below are policies that were adopted or modified during the three months ended March 31, 2025, as a result of the IPO or the adoption of new accounting policies. Refer to Note 2 – Summary of Significant Accounting Policies of our 2024 Form 10-K for the full list of our significant accounting policies.
Use of Estimates. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. Estimates significant to our consolidated financial statements include the following:
proved reserves used in calculating depletion;
estimates of accrued revenues and unbilled costs;
future cash flows from proved oil and natural gas reserves used in the impairment assessment;
derivative financial instruments;
asset retirement obligations;
the fair value of share-based compensation awards; and
estimates related to the tax receivable agreement.
Redeemable Non-controlling Interest. Redeemable non-controlling interests are presented within our unaudited condensed consolidated balance sheet as of March 31, 2025 as mezzanine equity as they are redeemable upon the occurrence of an event that is not solely within our control. The carrying amount of the redeemable non-controlling interest is equal to the greater of (1) the carrying value of the non-controlling interest adjusted each reporting period for income or loss attributable to the non-controlling interest or (2) the redemption value. Remeasurements to the redemption value of the redeemable non-controlling interest are recognized in additional paid-in capital within the unaudited condensed consolidated balance sheet as of March 31, 2025. The redemption amount is calculated based on the 5-day volume-weighted average closing price (“VWAP”) of Class A common stock at the end of each reporting period. The portion of the net income or loss attributable to redeemable non-controlling interest is reported as net income or loss attributable to redeemable non-controlling interests on our unaudited condensed consolidated statement of operations for the three months ended March 31, 2025.
Income Taxes. Following the completion of the IPO, the Company became subject to U.S. federal, state, and local income taxes on its share of taxable income earned through its interest in INR Holdings, which is treated as a pass-through entity for income tax purposes. INR Holdings itself is generally not subject to federal income tax, and instead, its income or loss is allocated to its members. INR Holdings may be subject to certain entity-level taxes imposed by specific states or jurisdictions. The Company uses the liability method to account for income taxes in accordance with ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. Deferred tax amounts are calculated using the enacted tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are recorded when it is considered more likely than not that they will be realized. The Company evaluates the need for a valuation allowance by considering all available evidence, including projections of future taxable income, the timing of temporary difference reversals, the existence of tax planning strategies and historical operating results. The Company evaluates uncertain tax positions using a recognition and measurement approach. A tax position is recognized in the financial statements only if it is more likely than not that the position would be sustained upon examination by the relevant taxing authority. The amount recognized is based on the largest amount of tax benefit that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties, if incurred, are recorded in income tax expense.
Tax Receivable Agreement. In connection with the IPO and related transactions, the Company entered into a Tax Receivable Agreement (“TRA”) with the Legacy Owners, which generally provides for the payment by us to the Legacy Owners of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that we (a) actually realize with respect to taxable periods ending after the IPO or (b) are deemed to realize in the event of a change of control (as defined under the TRA, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of our board of directors) or the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such change of control or early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of INR Units and the corresponding surrender of an equivalent number of shares of Class B common stock by the Legacy Owners for a number of shares of Class A common stock on aone-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the INR Holdings LLC Agreement and (ii) deductions arising from imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the TRA. The Company recognizes a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related tax benefits and the amounts can be reasonably estimated. The liability is measured using a “with and without” approach and is reassessed at each reporting period, with changes in estimates recognized in income tax expense. See Note 9 – Income Taxes and Tax Receivable Agreement for further details.
(Loss) Earnings per Share. Basic (loss) earnings per share is calculated by dividing net (loss) income attributable to Infinity Natural Resources, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net (loss) earnings per share gives effect, when applicable, to unvested restricted stock units and performance stock units granted under the Plan (as defined in Note 11 – Share-based Compensation) and the exchange of INR Units (and the cancellation of an equal number of shares of Class B common stock) held by the Legacy Owners into Class A common stock. The Company uses the “if-converted” method to determine the potential dilutive effect of exchanges of INR Units (and the cancellation of an equal number of shares of Class B common stock), and the treasury stock method to determine the potential dilutive effect of vesting of outstanding equity awards.
Share-based Compensation. The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”). Share-based awards, including restricted stock units and performance stock units, are measured at their grant-date fair value and recognized as compensation expense on a straight-line basis over the requisite service period, which generally corresponds to the vesting period of the award.
For restricted stock units, fair value is determined based on the closing stock price of the Company’s Class A common stock on the grant date. For performance stock units with market-based vesting conditions, fair value is estimated using a Monte Carlo simulation model and is not subsequently remeasured. Compensation expense for market-based awards is recognized regardless of whether the market condition is ultimately satisfied, provided the requisite service condition is met. The Company accounts for forfeitures as they occur.
Adoption of New Accounting Standards. In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718). This ASU illustrates how to apply the scope guidance to determine whether a profits interest award should be accounted for as a share-based payment arrangement under Accounting Standards Codification (“ASC”) 718 or another accounting standard. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2024. As of March 31, 2025, we adopted the provisions of this amendment in our condensed consolidated financial statements. See Note 11 – Share-based Compensation for further details.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. While the adoption of this ASU will modify the Company’s disclosures, it will not have an impact on the Company’s condensed consolidated balance sheets or statements of income or cash flows in its condensed consolidated financial statements. Please see Note 9 – Income Taxes and Tax Receivable Agreement for further details.
Accounting Standards Not Yet Adopted. In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories within the footnotes, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) DD&A recognized as part of oil- and gas-producing activities or other depletion expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance
We considered the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable or not material upon adoption.
Note 3 –Revenues
Crude oil, natural gas, and NGL sales are recognized at the point that control of the product is transferred to the customer. Virtually all of the Company’s contract pricing provisions are tied to a market index, with certain adjustments based on, among other factors, transportation costs to an active spot market and quality differentials.
Commodity sales revenues presented within the consolidated statements of operations relate to the sale of oil, natural gas, and NGLs as shown below:
| For the Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (in thousands) | ||
| Oil revenues | $47,046 | $27,141 |
| Natural gas revenues | 22,849 | 13,317 |
| NGL revenues | 14,289 | 9,381 |
| Oil, natural gas, and NGL sales | $84,184 | $49,839 |
Oil Sales
Our crude oil sales contracts are generally structured whereby oil is delivered to the customer at a contractually agreed-upon delivery point. This delivery point is usually at the wellhead or at the inlet of a transportation pipeline. Revenue is recognized when control transfers to the customer at the delivery point based on the net price received from the customer. Any downstream transportation or marketing costs incurred by purchasers of our crude oil are reflected in the price we receive and are presented as a net reduction to oil sales revenues.
Natural Gas and NGL Sales
Under the Company’s natural gas processing contracts, liquids rich natural gas is delivered to a midstream gathering and processing entity at an agreed upon delivery point. The midstream entity gathers and processes the raw gas and then remits proceeds to the Company. For these contracts, the Company evaluates when control of the residue gas and NGLs is transferred in order to determine whether revenues should be recognized on a gross or net basis. Where the Company elects to take its residue gas and/or NGL production “in-kind” at the plant tailgate, fees incurred prior to transfer of control at the outlet of the plant are presented as gathering, processing, and transportation expense within the consolidated statements of operations. Where the Company does not take its residue gas and/or NGL production “in-kind”, transfer of control typically occurs at the inlet of the midstream entity’s gas gathering system such that any fees incurred subsequent to the delivery point are reflected as a net reduction to natural gas and NGL revenues presented in the table above and as included within oil, natural gas, and natural gas liquids sales within the consolidated statements of operations.
Performance Obligations
The Company’s commodity sales contracts do not originate until production occurs and, therefore, are not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of its commodity sales contracts. Under our revenue agreements, each delivery generally represents a separate performance obligation; therefore, future volumes delivered are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.
For all commodity products, we record revenue in the month production is delivered to the purchaser. Settlement statements for crude oil are generally received within 30 days following the date that production volumes are delivered, but for natural gas and NGL sales, statements may not be received for 30 to 60 days after delivery has occurred. However, payment is unconditional once the performance obligations have been satisfied. At such time, the volumes delivered and sales prices can be reasonably estimated and amounts due from customers are accrued in Accounts receivable – oil and natural gas sales, net in the condensed consolidated balance sheets. As of March 31, 2025 and December 31, 2024, such receivable balances were $34.0 million and $39.3 million, respectively.
The Company has certain gathering service agreements that are structured with minimum volume commitments (“MVCs”), which specify minimum quantities that the customer will be charged regardless of whether such quantities are gathered. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or when the likelihood that the customer will be able to meet its MVC is remote. If a customer fails to meet its MVC for a specified period, the customer is obligated to pay a contractually-determined fee based on the shortfall between actual volume gathered and the MVC.
Note 4 –Property, Plant, and Equipment
Oil and Natural Gas Properties
We utilize the full cost method of accounting for costs related to the exploration, development, and acquisition of oil and natural gas properties. Our capitalized costs of oil and natural gas properties and the related accumulated depreciation, depletion, and amortization as of March 31, 2025 and December 31, 2024 are as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| Oil and natural gas properties: | ||
| Proved properties | $930,402 | $846,738 |
| Unproved properties | 86,787 | 86,490 |
| Gross oil and natural gas properties | 1,017,189 | 933,228 |
| Less: accumulated depreciation, depletion, and amortization | (169,215) | (148,638) |
| Oil and natural gas properties, net | $847,974 | $784,590 |
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter which determines a limit, or ceiling, on the book value of proved oil and natural gas properties. No impairment expense was recorded for the three months ended March 31, 2025 based on the results of the respective quarterly ceiling tests.
Capitalized costs of oil and natural gas properties are subject to a ceiling test that limits such pooled costs, net of applicable deferred taxes, to the aggregate of the present value of future net revenues attributable to proved oil, natural gas, and NGL reserves discounted at 10%. Any costs in excess of the ceiling are written off as a non-cash expense. The expense may not be reversed in future periods, despite commodity price increases which subsequently increase the ceiling. Companies using the full cost method are required to use the average quoted price from the first day of each month from the previous 12 months, including the impact of derivatives designated for hedge accounting, to calculate the ceiling value of reserves. Historically, we have not designated any of our derivative contracts as cash flow hedges.
Capitalized costs of proved properties are computed on a units-of-production basis based on estimated proved reserves, whereby the depletion rate is determined by dividing the total unamortized cost base plus future development costs by estimated proved reserves on a net equivalent basis at the beginning of the period. The depletion rate is multiplied by total production for the period to compute depletion expense. The following table shows our depletion expense for the three months ended March 31, 2025 and 2024 related to oil and gas properties and average depletion rate per Boe:
| For the Three Months Ended March 31, | ||
|---|---|---|
| (in thousands, except per Boe amounts) | 2025 | 2024 |
| Depletion of Proved Oil and Natural Gas Properties | $20,577 | $15,049 |
| Average Depletion Rate per Boe | $8.68 | $7.83 |
Costs associated with unproved properties are excluded from the amortization base until the properties are evaluated or impairment is indicated. The costs associated with unproved leasehold acreage and related seismic data, wells currently drilling and related capitalized interest are initially excluded from the amortization base. Leasehold costs are either transferred to the amortization base with the costs of drilling a well on the lease or are assessed at least annually for possible impairment or reduction in value.
Our decision to exclude costs from amortization and the timing of the transfer of those costs into the amortization base involves judgment and may be subject to changes over time based on numerous factors, including drilling plans, availability of capital, project economics, and drilling results from adjacent acreage.
Costs of unproved properties excluded from amortization consist of leasehold acreage and relate to properties which are not individually significant for which the evaluation process has not been completed. The timing and amount of property acquisition and seismic costs included in the amortization computation will depend on the location and timing of drilling wells, results of drilling, and other assessments. Therefore, we are unable to estimate when these costs will be included in the amortization computation.
Other Property and Equipment
Our other property and equipment consists of the following assets that are recorded at cost and depreciated on a straight-line basis over the respective estimated useful lives.
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| Midstream assets | $40,334 | $36,880 |
| Vehicles | 1,878 | 1,815 |
| Furniture, fixtures, and office equipment | 770 | 751 |
| Leasehold improvements | 607 | 607 |
| Gross midstream and other property and equipment | 43,589 | 40,053 |
| Less: Accumulated depreciation | (5,214) | (4,595) |
| Total midstream and other property and equipment, net | $38,375 | $35,458 |
The estimated useful lives of other property and equipment depreciated on a straight-line basis are as follows:
| Midstream assets | 5 – 25 years |
|---|---|
| Vehicles | 5 years |
| Furniture, fixtures, and office equipment | 3 – 10 years |
| Leasehold improvements | 5 years |
The carrying value of long-lived assets that are not part of the Company’s full cost pool are evaluated for recoverability whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Should an impairment exist, the impairment loss would be measured as the amount that the asset’s carrying value exceeds its fair value. We did not recognize any impairment during the three months ended March 31, 2025 and 2024. Total depreciation expense for the three months ended March 31, 2025 and 2024 totaled approximately $0.6 million and $0.5 million, respectively.
Note 5 –Accrued Liabilities
The Company’s accrued liabilities as of March 31, 2025 and December 31, 2024 consisted of the following amounts:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| (in thousands) | ||
| Accrued interest expense | $88 | $261 |
| Accrued capital expenditures | 10,832 | 27,234 |
| Accrued lease operating expenses | 976 | 1,898 |
| Accrued offering costs | 5,284 | 4,849 |
| Accrued general and administrative expenses | 1,835 | 3,293 |
| Accrued severance and ad valorem taxes | 318 | 1,263 |
| JIB advance deposits | 5,457 | 6,188 |
| Other accrued liabilities | 777 | 917 |
| Total accrued liabilities | $25,567 | $45,903 |
Note 6 –Debt
On September 25, 2024, INR Holdings entered into a credit facility led by Citibank, N.A. (the “Credit Facility” and the credit agreement governing the Credit Facility, the “Credit Agreement”) with a syndicate of financial institutions with an initial aggregate elected commitment amount and initial borrowing base of $325,000,000. On March 31, 2025, the Company amended the Credit Agreement to, among other things, increase each of the aggregate elected commitment amount and borrowing base from $325,000,000 to $350,000,000. The borrowing base is based on the net present value of our oil and gas properties and is subject to semi-annual redeterminations. The Credit Facility is guaranteed by INR Holdings’ subsidiaries and is secured by first priority security interests on substantially all of INR Holdings’ consolidated assets.
Borrowings under the Credit Facility may be base rate loans or Secured Overnight Financing Rate (“SOFR”) loans. Base rate loans bear interest at a rate per annum equal to the greater of: (i) the administrative agent bank’s prime rate; (ii) the federal funds effective rate plus 50 basis points; or (iii) the adjusted Term SOFR rate (as defined in the Credit Agreement), plus an additional basis point credit spread, plus an applicable margin ranging from 275 basis points to 375 basis points, depending on the percentage of the borrowing base utilized. SOFR loans bear interest at SOFR plus an applicable margin ranging from 275 basis points to 375 basis points, depending on the percentage of the borrowing base utilized, plus an additional basis point credit spread. We also pay a commitment fee on unused elected commitment amounts under the Credit Facility, which is also dependent on the percentage of the borrowing base utilized. Interest is payable quarterly for base rate loans and at the end of the applicable interest period for SOFR loans. The Credit Facility matures in September 2028. As of March 31, 2025, the Company’s reserves supported a $350.0 million borrowing base of which $11.3 million was outstanding, leaving $338.7 million of unused capacity.
For the three months ended March 31, 2025 and 2024, total interest expense on the Credit Facility was $2.6 million and $4.1 million, respectively. We did not capitalize any interest expense for the three months ended March 31, 2025 and 2024. For the three months ended March 31, 2025 and 2024, the Company’s weighted-average interest rate was 5.2% and 8.9%, respectively.
Debt issuance costs associated with the Credit Facility are capitalized and presented as other assets within the unaudited condensed consolidated balance sheets. Because debt issuance costs are related to a line of credit, they are presented as an asset, rather than an offset to the corresponding liability. Debt issuance costs are amortized using the straight-line method over the term of the related agreement. We didnot capitalize additional debt issuance costs related to the Credit Facility for the three months ended March 31, 2025. As of March 31, 2025 and December 31, 2024, capitalized debt issuance costs were approximately $7.7 million and $7.9 million, respectively. Amortization of debt issuance costs, which is included within interest expense in the condensed consolidated statements of operations, was approximately $0.5 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively.
The Credit Facility also requires us to maintain compliance as of the end of each fiscal quarter with financial covenants consisting of a current ratio of not less than 1.0 to 1.0 and a leverage ratio no greater than 3.0 to 1.0, each of which is defined within the terms of the Credit Facility. We were in compliance with the covenants and financial ratios under the
Credit Facility described above through the date these unaudited condensed consolidated financial statements were available to be issued.
Other Long-Term Debt
Other long-term debt principally relates to car loans associated with the Company’s car fleet to support service and maintenance of our operated wells.
Payments due by fiscal year related to other long-term debt as of March 31, 2025 are as follows:
| Notes Payable | |
|---|---|
| (in thousands) | |
| Remainder of 2025 | $64 |
| 2026 | 45 |
| 2027 | 14 |
| 2028 | — |
| 2029 | — |
| Total payments | $123 |
Note 7 –Derivatives and Risk Management
The Company is exposed to volatility in market prices and basis differentials for oil, natural gas, and NGLs, which impacts the predictability of our cash flows related to the sale of those commodities. The overall objective of the Company’s hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices, which we do by using various derivative instruments including fixed price swaps, basis swaps, and collars. As a result of our hedging activities, we may realize prices that are greater or less than the market prices that we would have otherwise received.
We typically enter into over the counter (OTC) derivative contracts with financial institutions and regularly monitor the creditworthiness of all counterparties. Certain of our hedging arrangements are with counterparties that are also lenders (or affiliates of lenders) under our revolving credit facility. As of March 31, 2025 and December 31, 2024, we did not have any cash or letters of credit posted as collateral for our derivative financial instruments.
The Company does not designate any of its derivative instruments as cash flow hedges; therefore, all changes in fair value of our derivative instruments are recognized in other income within the consolidated statements of operations. We recognize all derivative instruments as either assets or liabilities at fair value within the consolidated balance sheets, subject to netting arrangements with our counterparties that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities.
Contracts that result in physical delivery of a commodity expected to be sold by the Company in the normal course of business are generally designated as normal purchases and normal sales and are exempt from derivative accounting. Contracts that result in the physical receipt or delivery of a commodity but are not designated or do not meet all of the criteria to qualify for the normal purchase and normal sale scope exception are subject to derivative accounting.
The following tables provide information about the Company’s derivative financial instruments. The tables present the notional amount, the weighted average contract prices and the fair values by expected maturity dates as of March 31, 2025.
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Oil | (in MBbls) | ($ per Bbl) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 1,425 | $71.25 | $2,721 |
| 2026 | 571 | $69.57 | 2,079 |
| 2027 | 35 | $68.04 | 116 |
| 2028 | — | $— | — |
| Total | 2,031 | $4,916 | |
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Natural gas | (in MMBtu) | ($ per MMBtu) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 25,262,000 | $3.46 | $(25,434) |
| 2026 | 36,566,500 | $3.81 | (25,638) |
| 2027 | 14,176,000 | $3.79 | (2,880) |
| 2028 | 1,070,000 | $4.25 | 1 |
| Total | 77,074,500 | $(53,951) | |
| Volume · Basis Differential · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Natural gas | (in MMBtu) | ($ per MMBtu) | (in thousands) |
| Basis swaps | |||
| 2025 | 34,535,500 | $(1.10) | $(2,347) |
| 2026 | 37,345,000 | $(1.00) | (823) |
| 2027 | 14,005,000 | $(0.92) | 538 |
| 2028 | 1,070,000 | $(0.83) | 72 |
| Total | 86,955,500 | $(2,560) | |
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Ethane | (in gallons) | ($ per gallon) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 7,622,000 | $0.25 | $(390) |
| 2026 | 8,290,500 | $0.28 | (159) |
| 2027 | 573,000 | $0.30 | (4) |
| 2028 | — | $— | — |
| Total | 16,485,500 | $(553) | |
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Propane | (in gallons) | ($ per gallon) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 11,014,000 | $0.70 | $(1,718) |
| 2026 | 12,032,500 | $0.71 | (922) |
| 2027 | 813,000 | $0.71 | (37) |
| 2028 | — | $— | — |
| Total | 23,859,500 | $(2,677) | |
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Isobutane | (in gallons) | ($ per gallon) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 2,658,500 | $0.87 | $(369) |
| 2026 | 2,523,500 | $0.85 | (242) |
| 2027 | 166,000 | $0.83 | (13) |
| 2028 | — | $— | — |
| Total | 5,348,000 | $(624) | |
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Normal butane | (in gallons) | ($ per gallon) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 4,455,000 | $0.83 | $(608) |
| 2026 | 4,245,000 | $0.82 | (317) |
| 2027 | 280,000 | $0.82 | (15) |
| 2028 | — | $— | — |
| Total | 8,980,000 | $(940) | |
| Volume · Weighted Average Price · Fair Value as ofMarch 31, 2025 | |||
|---|---|---|---|
| Pentane | (in gallons) | ($ per gallon) | (in thousands) |
| Fixed price swaps | |||
| 2025 | 2,955,500 | $1.40 | $(200) |
| 2026 | 2,790,500 | $1.38 | 15 |
| 2027 | 190,000 | $1.34 | 3 |
| 2028 | — | $— | — |
| Total | 5,936,000 | $(182) | |
Derivative assets and liabilities are presented below as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying balance sheets.
The following table summarizes the gross fair value of our derivative assets and liabilities and the effect of netting as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | |||
|---|---|---|---|
| Balance Sheet Classification | Gross Amounts | Netting Adjustment | Net Amounts Presented on Balance Sheet |
| (in thousands) | |||
| Assets | |||
| Commodity derivative assets, short-term | $5,828 | $(5,065) | $763 |
| Commodity derivative assets, long-term | 3,044 | (3,044) | — |
| Total assets | $8,872 | $(8,109) | $763 |
| Liabilities | |||
| Commodity derivative liabilities, short-term | $(43,730) | $5,066 | $(38,664) |
| Commodity derivative liabilities, long-term | (21,713) | 3,043 | (18,670) |
| Total liabilities | $(65,443) | $8,109 | $(57,334) |
| December 31, 2024 | |||
|---|---|---|---|
| Balance Sheet Classification | Gross Amounts | Netting Adjustment | Net Amounts Presented on Balance Sheet |
| (in thousands) | |||
| Assets | |||
| Commodity derivative assets, short-term | $6,089 | $(6,089) | $— |
| Commodity derivative assets, long-term | 2,647 | (2,647) | — |
| Total assets | $8,736 | $(8,736) | $— |
| Liabilities | |||
| Commodity derivative liabilities, short-term | $18,685 | $(6,089) | $12,596 |
| Commodity derivative liabilities, long-term | 12,989 | (2,647) | 10,342 |
| Total liabilities | $31,674 | $(8,736) | $22,938 |
Our total derivative gains and losses for the three months ended March 31, 2025 and 2024 were as follows:
| For the Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Realized gain (loss) on derivative instruments | $(3,585) | $13,263 |
| Unrealized gain (loss) on derivative instruments | (33,633) | (36,718) |
| Total gain (loss) on derivative instruments | $(37,218) | $(23,455) |
Note 8 –Fair Value Measurements
Certain of the Company’s assets and liabilities are measured at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The carrying values of cash and cash equivalents, including accounts receivable, other current assets, accounts payable and other current liabilities on the consolidated balance sheets approximate fair value because of their short-term nature. Additionally, the carrying value of outstanding borrowings under our revolving credit facility approximates fair value because the interest rates are variable and reflective of market rates. We consider the fair value of our revolving credit facility to be a Level 2 measurement on the fair value hierarchy, as discussed further below. The carrying value of borrowings under our revolving credit facility approximate fair value as interest rates applicable to our borrowings outstanding are based on prevailing market rates.
We follow ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:
Level 1: Quoted Prices in Active Markets for Identical Assets - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Significant Other Observable Inputs - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets (other than quoted prices included within Level 1), and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3: Significant Unobservable Inputs - inputs to the valuation methodology are unobservable but should reflect the assumptions that market participants would use when pricing the asset or liability, including assumptions about risk (consistent with the fair value measurement objective).
Recurring Fair Value Measurements
The following table presents, for each applicable level within the fair value hierarchy, the Company’s net derivative assets and liabilities, including both current and noncurrent portions, measured at fair value on a recurring basis.
| March 31, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Fair Value | |
| (in thousands) | ||||
| Assets | ||||
| Fixed price swaps | $— | $4,916 | $— | $4,916 |
| Basis swaps | — | — | — | — |
| Liabilities | ||||
| Fixed price swaps | — | (58,927) | — | (58,927) |
| Basis swaps | — | (2,560) | — | (2,560) |
| Total | $— | $(56,571) | $— | $(56,571) |
| December 31, 2024 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Fair Value | |
| (in thousands) | ||||
| Assets | ||||
| Fixed price swaps | $— | $4,012 | $— | $4,012 |
| Basis swaps | — | — | — | — |
| Liabilities | ||||
| Fixed price swaps | — | (13,685) | — | (13,685) |
| Basis swaps | — | (13,263) | — | (13,263) |
| Total | $— | $(22,938) | $— | $(22,938) |
Derivative assets and liabilities are categorized within the above fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. We have classified our derivative instruments into levels depending upon the data utilized to determine their fair values. The Company uses industry-standard models that consider various assumptions including current market and contractual prices for the underlying instruments, implied market volatility, time value, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data. As such, we use Level 2 inputs to measure the fair value of commodity derivative contracts.
Note 9 –Income Taxes and Tax Receivable Agreement
The Company recorded income tax expense of $0.0 million for each of the three months ended March 31, 2025 and 2024, respectively.
In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company’s interim effective tax rate, inclusive of any discrete items, was (0.03)% for the three months ended March 31, 2025. The Company’s effective income tax rate differs from the U.S. statutory rate primarily because the income attributable to the redeemable non-controlling interest is pass-through income not subject to U.S. federal income tax within the entities included in the Company’s condensed consolidated financial statements.
Our predecessor, INR Holdings, is a limited liability company treated as a partnership for U.S. federal income tax purposes and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income (loss) in our historical financial statements for periods prior to the IPO and Corporate Reorganization does not reflect the tax expense (benefit) we would have incurred if we were subject to U.S. federal income tax at an entity level during those periods. INR Holdings continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to members, including the Company, and any taxable income of INR Holdings is reported in the respective tax returns of its members. The Company had no activity or holdings prior to the IPO.
In connection with the IPO, the Company recorded a deferred tax asset of $16.8 million resulting from its purchase of INR Units in INR Holdings as discussed Note 1 – Description of the Business and Basis of Presentation. The deferred tax asset results from the difference between the Company's outside basis in its investment in INR Holdings compared to its share of the net financial statement carrying value of the assets of INR Holdings. The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on these factors, we determined that the deferred tax assets are not more likely than not to be recognized and recorded a valuation allowance of $16.8 million. The initial deferred tax asset of $16.8 million for the investment in INR Holdings and the related valuation allowance of $16.8 million are recorded against additional paid-in capital in the condensed consolidated statements of stockholders’ deficit and members’ equity. As the deferred tax asset net of valuation allowance amounted to zero, there were no significant impacts to additional paid-in capital on account of establishing deferred tax accounts at the Company in connection with the IPO.
Tax Receivable Agreement. We entered into the TRA with the Legacy Owners in connection with the IPO. This agreement generally provides for the payment by us to the Legacy Owners of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that we (a) actually realize with respect to taxable periods ending after the IPO or (b) are deemed to realize in the event of a change of control (as defined under the TRA, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of our board of directors) or the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such change of control or early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of INR Units and the corresponding surrender of an equivalent number of shares of Class B common stock by the Legacy Owners for a number of shares of Class A common stock on a one-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the INR Holdings LLC Agreement and (ii) deductions arising from imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the TRA. We will retain the benefit of the remaining 15% of these cash savings, if any.
Note 10 –Stockholders’ Deficit/ Members’ Equity
Predecessor Members’ Equity
Prior to the Corporate Reorganization, INR Holdings had two classes of equity in the form of Class A and Class B interests, and non-voting, performance-based incentive units (“Incentive Units”) that were issued to certain members of management. Profits and losses for both Class A and Class B interests were determined and allocated among each equity interest holder in a manner such that the adjusted capital account of each equity interest holder was as nearly as possible equal to the distributions that would have been made to such equity interest holder if certain transactions occurred based on each equity interest holders proportionate ownership interest.
Distributions to holders of Class A interests, Class B interests and Incentive Units were made in accordance with the INR Holdings Amended and Restated Limited Liability Company Agreement (as amended, the “Amended and Restated LLC Agreement”), which were provided first to holders of Class A interests and then to Class B interests. Distributions to holders of Incentive Units were made upon the occurrence of each respective Incentive Unit Tier’s Payout per each respective Incentive Unit Tier (each as defined in the Amended and Restated LLC Agreement).
At the time of the Corporate Reorganization, Class A interests, Class B interests, and Incentive Units were issued and outstanding. As a result of the Corporate Reorganization, all Class A interests, Class B interests, and Incentive Units were exchanged for INR Units and an equal number of shares of Class B common stock, and no Class A interests, Class B interests, or Incentive Units remain issued or outstanding.
Stockholders’ Deficit
As a result of the Corporate Reorganization, the membership interests of the Legacy Owners in INR Holdings were recapitalized into INR Units, and, in exchange for their existing membership interests, the Legacy Owners received 45,638,889 INR Units and an equal number of shares of our Class B common stock. We contributed the net proceeds of the IPO to INR Holdings in exchange for 15,237,500 newly issued INR Units and a managing member interest in INR Holdings. We own an approximate 25.0% interest in INR Holdings and the Legacy Owners own an approximate 75.0% interest in INR Holdings.
As of March 31, 2025, the Company’s equity structure consists of Class A common stock and Class B common stock. Each share of Class A common stock entitles its holder to one vote per share and the right to receive dividends and other distributions when, as, and if declared by our board of directors. Class A stockholders are also entitled to share in any assets remaining upon liquidation, after satisfaction of all debts and liabilities. Holders of Class A common stock do not have preemptive or conversion rights. The Class A common stock is economically entitled to the results of operations of the Company, through its ownership interest in INR Holdings.
Each share of Class B common stock entitles its holder to one vote per share on matters submitted to the Company’s stockholders but does not provide the holder with economic rights. Class B common stockholders do not participate in dividends or other distributions and have no rights to Company assets upon liquidation. Each share of Class B common stock is paired with one INR Unit and is cancellable upon exchange or redemption of the corresponding INR Unit for one share of Class A common stock or, at our option, the receipt of an equivalent amount of cash. INR Units represent economic interests in INR Holdings.
Distributions by INR Holdings, if any, are made to the holders of INR Units on a pro rata basis, subject to applicable law and the INR Holdings LLC Agreement. Distributions, if any, are expected to be made to fund the Company’s payment of taxes, payments under the TRA, any dividends declared on Class A common stock, and other corporate purposes.
As of March 31, 2025, the Company consolidates the financial results of INR Holdings in its unaudited condensed consolidated financial statements. The portion of net income and equity attributable to the INR Units held by the Legacy Owners is reported as a redeemable non-controlling interest within mezzanine equity in the unaudited condensed consolidated financial statements.
Note 11 –Share-based Compensation
INR Holdings Incentive Plan
In connection with the closing of the IPO, INR Holdings’ members elected to accelerate the vesting of certain Incentive Units. The Incentive Units were originally issued by INR Holdings and were accounted for under ASC 710. As a result of the acceleration, all unvested Incentive Units vested and were recapitalized into INR Units at a valuation of $20.00 per unit, which reflects the IPO price of the Company’s Class A common stock. This recapitalization resulted in the recognition of $126.1 million of non-recurring compensation expense for the three months ended March 31, 2025 and is recorded within the condensed consolidated statement of operations as a component of General and administrative.
Omnibus Incentive Plan
In connection with the IPO, Infinity Natural Resources, Inc. adopted the Infinity Natural Resources, Inc. Omnibus Incentive Plan (the "Plan"). The Plan provides for the grant of stock-based awards to the Company’s employees, non-employee directors, and consultants, including restricted stock units ("RSUs"), performance stock units (“PSUs”), stock options, stock appreciation rights, restricted stock, dividend equivalent rights and other stock or stock-based awards. An aggregate of 5,888,889 shares of Class A common stock have been reserved for issuance under the Plan, subject to adjustments for stock splits, recapitalizations, and other corporate events. We recognize share-based compensation expense in the consolidated statement of operations as a component of General and administrative.
Restricted Stock Units
In connection with the closing of IPO, the Company granted 162,500 RSUs to employees under the Plan. These RSUs vest in full afterone year of continuous service. In March 2025, the Company granted an additional 311,991 RSUs to certain employees and non-employee directors under the Plan. The RSUs granted to employees generally vest ratably over athree-year service period, while the RSUs granted to non-employee directors vest in full on the earlier of (i) the one year anniversary and (ii) the Company's next annual stockholder meeting.
The grant-date fair value of each RSU is determined based on the closing stock price of the Company’s Class A common stock on the grant date. Share-based compensation expense related to RSUs is recognized on a straight-line basis over the requisite service period, which corresponds to the vesting terms of the respective awards. We account for forfeitures as they occur. The following table summarizes the RSU activity for the three months ended March 31, 2025:
| RSUs | Weighted-average grant date fair value | |
|---|---|---|
| Unvested as of beginning of period | — | |
| Granted | 474,491 | $18.19 |
| Vested | — | |
| Canceled/Forfeited | — | |
| Unvested as of end of period | 474,491 | $18.19 |
The RSUs are entitled to Dividend Equivalent Rights (as defined in the Plan) on unvested RSUs, which are payable only if the underlying RSUs vest. The Company recognized compensation expense for RSUs of $0.6 million for the three months ended March 31, 2025.
As of March 31, 2025, unrecognized compensation expense related to unvested RSU awards was $8.0 million, which is expected to be recognized over a weighted-average remaining service period of 2.3 years.
Performance Stock Units
In March 2025, the Company granted 455,601 PSUs under the Plan to certain employees. The PSUs are subject to a performance period from the grant date to December 31, 2027. Vesting is based on the Company's Total Shareholder Return ("TSR") relative to a defined peer group and the Company's absolute TSR over the performance period. The number of PSUs that may vest ranges from 0% to 300% of the target award, depending on performance outcomes.
The grant-date fair value of the PSUs was estimated using a Monte Carlo simulation model, which reflects the probability of achieving various market-based outcomes and incorporates key assumptions such as expected volatility, risk-free interest rate, expected dividend yield and correlation with the peer group.
| 2025 | |
|---|---|
| Expected volatility | 40.00% |
| Risk-free rate | 4.04% |
| Expected dividend yield | —% |
| Correlation with peer group range | 45.00% - 68.00% |
The fair value was determined on the grant date and will not be remeasured. Compensation expense for the PSUs is recognized on a straight-line basis over the requisite service period, which begins on the grant date and ends on the certification date. Expense is recognized regardless of whether the market conditions are ultimately achieved, provided the service condition is satisfied. The Company accounts for forfeitures as they occur. The PSUs are entitled to Dividend Equivalent Rights (as defined in the Plan) on unvested PSUs, which are payable only if the underlying PSUs vest. The following table summarizes the PSU activity for the three months ended March 31, 2025:
| PSUs | Weighted-average grant date fair value | |
|---|---|---|
| Unvested as of beginning of period | — | |
| Granted | 455,601 | $22.20 |
| Vested | — | |
| Canceled/Forfeited | — | |
| Unvested as of end of period | 455,601 | $22.20 |
The Company recognized compensation expense for PSUs of $0.1 million for the three months ended March 31, 2025.
As of March 31, 2025, unrecognized compensation expense related to unvested PSU awards was $9.9 million, which is expected to be recognized over a weighted-average remaining service period of 2.9 years.
Note 12 –Earnings Per Share
Basic (loss) earnings per share is calculated by dividing net (loss) income attributable to Infinity Natural Resources, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net (loss) earnings per share gives effect, when applicable, to unvested RSUs and PSUs granted under the Plan and the exchange INR Units (and the cancellation of an equal number of shares of Class B common stock) held by the Legacy Owners into Class A common stock.
The following table summarizes the calculation of weighted average shares of Class A common stock outstanding used in the computation of diluted loss per share:
| For the Three Months EndedMarch 31, 2025 | |
|---|---|
| (in thousands, except per share amounts) | |
| Net loss attributable to Infinity Natural Resources, Inc. | $(34,569) |
| Weighted average number of Class A common stock outstanding: | |
| Basic | 15,237,500 |
| Effect of dilutive securities: | |
| INR Units | — |
| RSUs | — |
| PSUs | — |
| Diluted | 15,237,500 |
| Net loss attributable to Infinity Natural Resources, Inc. per share of Class A common stock | |
| Basic | $(2.27) |
| Diluted | $(2.27) |
The calculation of diluted net loss per share for the three months ended March 31, 2025 excludes (i) the exchange of INR Units (and the cancellation of an equal number of shares of Class B common stock) to Class A common stock and (ii)474,491 and 455,601 unvested RSUs and PSUs, respectively, because their inclusion in the calculation would be anti-dilutive.
Note 13 –Supplemental Cash Flow Information
The following table provides additional information concerning non-cash activities and cash paid for interest, net of amounts capitalized, for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (in thousands) | ||
| Supplemental disclosure of non-cash transactions: | ||
| Right-of-use assets and lease liabilities | — | 27 |
| Additions of asset retirement obligations | 80 | 26 |
| Revisions of asset retirement obligations | — | 47 |
| Deferred offering costs included in accounts payable and accrued liabilities | (5,856) | — |
| Additions to oil and natural gas properties included in accounts payable and accrued liabilities | 34,753 | 48,699 |
| Additions to other property and equipment included in accounts payable | 1,145 | 375 |
| Supplemental disclosure of cash flow information | ||
| Interest paid | $2,800 | $4,109 |
Note 14 –Commitments and Contingencies
South Bend Utica Farmout Agreement. On March 2, 2018, the Company entered into an Exploration and Development Agreement and Farm Out Agreement (collectively, the “South Bend Utica Development Agreements”) with Dominion Energy Transmission, Inc. (“Dominion”) covering approximately 11,000 acres in Armstrong and Indiana Counties, Pennsylvania targeting the Utica Shale horizon. This acreage underpins our acreage position at South Bend for Utica development.
The South Bend Utica Development Agreements had an initial term of 15 years and require the drilling ofone (1)seven thousand foot lateral into the Utica formation. As of March 31, 2025, the Company had yet to satisfy that obligation and has approximately 9 years remaining to meet its obligation.
Firm Transportation. The Company has entered into long-term physical gas sales with BP to move volumes at South Bend. The terms of the agreement supported 25,000 decatherm per day through March 2029.
Maximum Daily Quantity. The Company has commitments from an existing contract with Eureka Midstream for guaranteed pipeline capacity up to a maximum daily quantity (MDQ) of 15,000 decatherm per day expiring October 2025. In connection with this contract we have a minimum reservation fee and gathering fee based on the MDQ of 15,000 decatherm per day.
Minimum Volume Commitment. The Company has minimum volume commitments under an existing contract with Ohio Gathering Company. The terms of the agreement supported an average of 10,600 decatherm per day through 2030.
The following table summarizes our future commitments related to these oil and natural gas transportation and gathering agreements as of March 31, 2025:
| As of March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Remainder 2025 | 2026 | 2027 | 2028 | 2029and thereafter | Total | |
| (in thousands) | ||||||
| Firm Transportation | $671 | 894 | 894 | 894 | 225 | $3,577 |
| Maximum Daily Quantity | 511 | — | — | — | — | 511 |
| Minimum Volume Commitment | 4,453 | 8,964 | 8,964 | 8,988 | 15,743 | 47,112 |
| Total minimum future commitments | $5,635 | 9,858 | 9,858 | 9,882 | 15,968 | $51,200 |
Drilling Rig Service Commitments. We entered into a third amendment to our September 2023 drilling contract with Patterson-UTI Energy, Inc. (“Patterson”) in January 2025 to drill eight (8) horizontal lateral wells. The Company has drilledone (1) well as of March 31, 2025 associated with this contract. In the event that we elected to not drill the remaining seven (7) wells under that amendment, the Company would have a minimum payment of $3.2 million.
We entered into an additional drilling contract with Patterson for a separate drilling rig in January 2025 to drill four (4) horizontal lateral wells. The Company has drilledtwo (2) wells as of March 31, 2025 associated with this contract. In the event that we elected to not drill the remainingtwo (2) wells under that amendment, the Company would have a minimum payment of $0.9 million.
Lease Commitments. We do not have any finance lease obligations.
Litigation. From time to time, the Company is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material effect on our financial condition, results of operations or cash flows.
When it is determined that a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at the time. The Company discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.
Note 15 –Segment Information
The Company hasone reportable segment, which is engaged in the acquisition, exploration, development and production of crude oil and natural gas in the United States. All of our oil and natural gas sales come from customers in the
United States. The segment’s revenues are primarily derived from our interests in the sales of crude oil and natural gas production. The Company’s chief operating decision maker (“CODM”) is our chief executive officer, who manages the Company’s business activities as a single operating and reporting segment.
The accounting policies of theone reportable segment are the same as those described in the summary of significant accounting policies. The CODM uses net income, as reported in our statement of operations, to measure segment profit or loss, assess performance, and make strategic capital resources allocations. The measure of segment assets is reported on our balance sheet as total assets. The significant expense categories regularly provided to the CODM are the expenses as noted on the face of the statements of operations.
The following table provides information about the Company’sone reportable segment and includes the reconciliation to consolidated net income:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Total revenues | $85,165 | $50,225 |
| Less: | ||
| Gathering, processing, and transportation | 12,070 | 10,456 |
| Lease operating | 7,434 | 7,288 |
| Production and ad valorem taxes | 632 | 359 |
| Depreciation, depletion, and amortization | 21,258 | 15,555 |
| General and administrative | 131,750 | 2,128 |
| Other segment (income)/expenses (1) | 40,383 | 28,495 |
| Segment income | $(128,362) | $(14,056) |
(1) Other segment (income) expenses are comprised of net interest expense of $3,067 and $4,573 for the three months ended March 31, 2025 and 2024, respectively, gain (loss) on derivative instruments of ($37,218) and ($23,455) for the three months ended March 31, 2025 and 2024, respectively, other income (loss) of ($63) and ($467) for the three months ended March 31, 2025 and 2024, respectively and income tax expense (benefit) of $35 for the three months ended March 31, 2025.
Note 16 –Subsequent Events
The Company has evaluated subsequent events that occurred subsequent to March 31, 2025 in the preparation of its unaudited condensed consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.