tpl-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from ______ to ______

Commission File Number: 1-39804

Exact name of registrant as specified in its charter:

Texas Pacific Land Corporation


State or other jurisdiction of incorporation or organization:						IRS Employer Identification No.:
Delaware						75-0279735

Address of principal executive offices:

1700 Pacific Avenue, Suite 2900 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 969-5530

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock
(par value $.01 per share)

TPL

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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

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


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer (Do not check if a smaller reporting company)	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of April 30, 2022, the Registrant had 7,741,720 shares of Common Stock, $0.01 par value, outstanding.

TEXAS PACIFIC LAND CORPORATION

Form 10-Q

For the Quarter Ended March 31, 2022

Table of Contents

Page No.

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021

Condensed Consolidated Statements of Income and Total Comprehensive Income for the Three Months ended March 31, 2022 and 2021

Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

TEXAS PACIFIC LAND CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

(Unaudited)


	March 31, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	507,356	$	428,242
Accounts receivable and accrued receivables, net	108,950		95,217
Prepaid expenses and other current assets	2,534		3,054

Total current assets	618,840		526,513

Real estate acquired	109,083		109,071
Property, plant and equipment, net	79,996		79,722
Royalty interests acquired, net	45,795		44,390

Other assets	2,855		4,368
Real estate and royalty interests assigned through the 1888 Declaration of Trust, no value assigned:
Land (surface rights)	—		—
1/16th nonparticipating perpetual royalty interest	—		—
1/128th nonparticipating perpetual royalty interest	—		—
Total assets	$	856,569	$	764,064
LIABILITIES AND EQUITY
Accounts payable and accrued expenses	$	12,644	$	18,008
Income taxes payable	49,980		29,083
Unearned revenue	4,655		3,809
Total current liabilities	67,279		50,900
Deferred taxes payable	38,542		38,948
Unearned revenue - noncurrent	20,300		20,449

Accrued liabilities	2,572		2,056
Total liabilities	128,693		112,353

Commitments and contingencies	—		—
Equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized, none outstanding as of March 31, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value; 7,756,156 shares authorized and 7,745,290 and 7,744,695 outstanding as of March 31, 2022 and December 31, 2021, respectively	78		78
Treasury stock, at cost; 10,866 and 11,461 shares as of March 31, 2022 and December 31, 2021, respectively	(14,617)		(15,417)
Additional paid-in capital	1,505		28
Accumulated other comprehensive income (loss)	(999)		(1,007)
Retained earnings	741,909		668,029
Total equity	727,876		651,711
Total liabilities and equity	$	856,569	$	764,064

See accompanying notes to condensed consolidated financial statements.

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TEXAS PACIFIC LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND TOTAL COMPREHENSIVE INCOME

(in thousands, except shares and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Revenues:
Oil and gas royalties	$	104,172	$	49,533
Water sales	18,820		12,956
Produced water royalties	14,870		12,549
Easements and other surface-related income	9,192		9,047
Land sales and other operating revenue	281		70
Total revenues	147,335		84,155

Expenses:
Salaries and related employee expenses	9,385		9,979
Water service-related expenses	2,782		3,298
General and administrative expenses	3,000		2,806
Legal and professional fees	1,719		2,212
Ad valorem taxes	2,010		—

Depreciation, depletion and amortization	4,126		3,838
Total operating expenses	23,022		22,133

Operating income	124,313		62,022

Other income, net	76		5
Income before income taxes	124,389		62,027



Income tax expense	26,489		11,975
Net income	$	97,900	$	50,052




Other comprehensive income — periodic pension costs, net of income taxes of $2 and $8, respectively	8		28
Total comprehensive income	$	97,908	$	50,080

Net income per share of common stock
Basic	$	12.65	$	6.45
Diluted	$	12.64	$	6.45

Weighted average number of shares of common stock outstanding
Basic	7,741,365		7,756,156
Diluted	7,742,710		7,756,156

Cash dividends per share of common stock	$	3.00	$	2.75

See accompanying notes to condensed consolidated financial statements.

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TEXAS PACIFIC LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income	$	97,900	$	50,052
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred taxes	(406)		(147)
Depreciation, depletion and amortization	4,126		3,838
Share-based compensation	1,505		—

Changes in operating assets and liabilities:
Operating assets, excluding income taxes	(12,959)		(13,657)
Operating liabilities, excluding income taxes	(3,328)		172
Income taxes payable	20,897		12,129
Cash provided by operating activities	107,735		52,387

Cash flows from investing activities:
Proceeds from sale of fixed assets	96		—
Acquisition of real estate	(13)		—
Acquisition of royalty interests	(1,637)		—
Purchase of fixed assets	(3,624)		(1,449)
Cash used in investing activities	(5,178)		(1,449)

Cash flows from financing activities:
Repurchases of common stock	(219)		—
Dividends paid	(23,224)		(21,329)
Cash used in financing activities	(23,443)		(21,329)

Net increase in cash, cash equivalents and restricted cash	79,114		29,609
Cash, cash equivalents and restricted cash, beginning of period	428,242		283,024
Cash, cash equivalents and restricted cash, end of period	$	507,356	$	312,633

Supplemental disclosure of cash flow information:
Income taxes paid	$	6,000	$	—
Supplemental non-cash investing and financing information:
Nonmonetary exchange of assets	$	4,174	$	—
(Decrease) increase in accounts payable related to capital expenditures	$	(619)	$	1,289

Issuance of common stock	$	—	$	78

See accompanying notes to condensed consolidated financial statements.

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TEXAS PACIFIC LAND CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Description of Business Segments

Organization

Texas Pacific Land Corporation (which, together with its subsidiaries as the context requires, may be referred to as “TPL”, the “Company”, “our”, “we” or “us”) is a Delaware corporation and one of the largest landowners in the State of Texas with approximately 880,000 surface acres of land in West Texas, with the majority of our ownership concentrated in the Permian Basin. Additionally, we own a 1/128th nonparticipating perpetual oil and gas royalty interest (“NPRI”) under approximately 85,000 acres of land, a 1/16th NPRI under approximately 371,000 acres of land, and approximately 4,000 additional net royalty acres (normalized to 1/8th) in the western part of Texas.

TPL’s income is derived primarily from oil, gas and produced water royalties, sales of water and land, easements and commercial leases of the land.

On January 11, 2021, we completed our reorganization from a business trust, organized under a Declaration of Trust dated February 1, 1888 (the “Declaration of Trust”), to a corporation (the “Corporate Reorganization”) and changed our name from Texas Pacific Land Trust (the “Trust”) to Texas Pacific Land Corporation. See further discussion of the Corporate Reorganization and its impact on our equity structure in Note 10, “Changes in Equity.” Any references in these condensed consolidated financial statements and notes to the Company, TPL, our, we, or us with respect to periods prior to January 11, 2021 are in reference to the Trust, and references to periods on or after that date are in reference to Texas Pacific Land Corporation or TPL Corporation.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements herein include all adjustments which are, in the opinion of management, necessary to fairly state the financial position of the Company as of March 31, 2022 and the results of its operations for the three months ended March 31, 2022 and 2021, respectively, and its cash flows for the three months ended March 31, 2022 and 2021, respectively. Such adjustments are of a normal nature and all intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, and accordingly these interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in our Form 10-K for the year ended December 31, 2021. The results for the interim periods shown in this report are not necessarily indicative of future financial results.

We operate our business in two segments: Land and Resource Management and Water Services and Operations. Our segments provide management with a comprehensive financial view of our key businesses. The segments enable the alignment of strategies and objectives of TPL and provide a framework for timely and rational allocation of resources within businesses. See Note 11, “Business Segment Reporting” for further information regarding our segments.

2. Summary of Significant Accounting Policies

Use of Estimates in the Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

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Share-based Compensation

The Company utilizes the closing stock price on the date of grant to determine the fair value of service-vesting awards, which for the Company includes restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance stock units (“PSUs”) with a performance condition. For PSUs with a market condition, grant date fair value is determined using an advanced option-pricing model. Unvested awards are entitled to dividends or dividend equivalents which are accrued and distributed to award recipients at the time such awards vest. Dividends are forfeitable if the related award is forfeited. For RSAs, RSUs and PSUs with performance conditions, forfeitures are recognized in the period in which they occur. For PSU awards with market conditions, forfeitures are only recognized if the award recipient does not render the required service during the measurement period.

For share-based compensation awards, the Company recognizes compensation expense in the financial statements over the awards’ vesting periods using the graded-vesting method for RSUs and RSAs. For PSU awards with performance conditions, the Company recognizes compensation expense ratably over the measurement period at such time as the awards are probable and estimable. For PSU awards with market conditions, the Company recognizes compensation expenses ratably over the measurement period whether the market condition is satisfied or not if the service for the award is rendered. Share-based compensation is reported on the consolidated statements of income and total comprehensive income as a component of salaries and related employee expenses for employee awards and in general and administrative expenses for director awards.

Recently Adopted Accounting Guidance

In July 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-05, “Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments.” Under the ASU, a lessor classifies a lease with variable lease payments that do not depend on an index or rate as an operating lease at lease commencement if the lease would have been classified as a sales-type lease or direct financing lease under ASC 842 classification criteria and the lessor would have otherwise recognized a day one loss. The adoption of this guidance effective January 1, 2022, had no impact on our condensed consolidated financial statements and disclosures.

3. Property, Plant and Equipment

Property, plant and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Property, plant and equipment, at cost:
Water service-related assets	$	110,866	$	108,732
Furniture, fixtures and equipment	9,147		9,071
Other	598		598
Total property, plant and equipment, at cost	120,611		118,401
Less: accumulated depreciation	(40,615)		(38,679)
Property, plant and equipment, net	$	79,996	$	79,722

Depreciation expense was $3.8 million and $3.6 million for the three months ended March 31, 2022 and 2021, respectively.

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4. Real Estate Activity

As of March 31, 2022 and December 31, 2021, TPL owned the following land and real estate (in thousands, except number of acres):


	March 31, 2022			December 31, 2021
	Number of Acres	Net Book Value		Number of Acres	Net Book Value
Land (surface rights) (1)	823,445	$	—	823,452	$	—
Real estate acquired	57,146	109,083		57,129	109,071
Total real estate situated in Texas	880,591	$	109,083	880,581	$	109,071

(1)Real estate assigned through the 1888 Declaration of Trust.

There were no significant land sales or acquisitions for the three months ended March 31, 2022.

5. Oil and Gas Royalty Interests

As of March 31, 2022 and December 31, 2021, we owned the following oil and gas royalty interests (in thousands):


	Net Book Value
	March 31, 2022		December 31, 2021
1/16th nonparticipating perpetual royalty interests	$	—	$	—
1/128th nonparticipating perpetual royalty interests	—		—
Royalty interests acquired	47,903		46,266
Total royalty interests, gross	$	47,903	$	46,266
Less: accumulated depletion	(2,108)		(1,876)
Total royalty interests, net	$	45,795	$	44,390

Acquisition

For the three months ended March 31, 2022, we acquired oil and gas royalty interests in 92 net royalty acres (normalized to 1/8th) for an aggregate purchase price of $1.6 million, an average price of approximately $17,750 per net royalty acre. There were no oil and gas royalty interest transactions for the three months ended March 31, 2021.

6. Share-Based Compensation

Incentive Plan for Employees

As of March 31, 2022, the Company has issued RSAs, RSUs and PSUs under the Texas Pacific Land Corporation 2021 Incentive Plan (the “2021 Plan”) to certain employees. The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2021 Plan is 75,000 shares. As of March 31, 2022, 65,452 shares of the Company’s common stock remained available for future grants. Currently, all RSAs, RSUs, and PSUs granted under the 2021 Plan are entitled to receive dividends (for RSAs and RSUs, which are accrued and distributed to award recipients upon vesting) or have dividend equivalent rights. Dividends and dividend equivalent rights are subject to the same vesting conditions as the awards to which they relate and are forfeitable if the related awards are forfeited. The Company utilizes the closing stock price on the date of grant to determine the fair value of RSAs, RSUs and PSUs with a performance condition. For PSUs with a market condition, the Company utilizes a Monte Carlo simulation model to determine grant date fair value per share.

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The following table summarizes activity related to RSAs for the three months ended March 31, 2022:


	Restricted Stock Awards
	Number of RSAs	Grant-Date Fair Value per Share
Outstanding at December 31, 2021	3,330	$	1,252
Granted	—	—
Vested	—	—
Cancelled and forfeited	—	—
Outstanding at March 31, 2022	3,330	$	1,252

RSAs were granted on December 29, 2021 with 1,993 shares vesting on December 29, 2022 and 1,337 shares vesting on December 29, 2023.

The following table summarizes activity related to RSUs for the three months ended March 31, 2022:


	Restricted Stock Units
	Number of RSUs	Grant-Date Fair Value per Share
Outstanding at December 31, 2021	—	$	—
Granted	3,824	1,105
Vested	—	—
Cancelled and forfeited	—	—
Outstanding at March 31, 2022	3,824	$	1,105

On February 11, 2022, the Company granted awards totaling 3,824 RSUs to certain employees. The grant date fair value was $1,105 per share. These time-based awards vest in one-third increments over a three-year period.

The following table summarizes activity related to PSUs for the three months ended March 31, 2022:


	Performance Stock Units
	Number of PSUs	Weighted-Average Grant-Date Fair Value per Share
Outstanding at December 31, 2021	—	$	—
Granted (1)	2,394	1,355
Vested	—	—
Cancelled and forfeited	—	—
Outstanding at March 31, 2022	2,394	$	1,355

(1)Includes 1,197 RTSR (as defined below) PSUs with a grant date fair value of $1,605 per share and 1,197 FCF (as defined below) PSUs with a grant date fair value of $1,105 per share.

On February 11, 2022, the Company granted PSUs to certain employees. Each PSU has a value equal to one share of common stock. The PSUs will vest three years after grant if certain performance metrics are met, as follows: 50% of the PSUs may be earned based on the Company’s relative total stockholder return (“RTSR”) for the three-year period from January 2022 to January 2025 compared to the XOP Index, and 50% of the PSUs may be earned based on the cumulative free cash flow per share (“FCF”) over the three-year vesting period. As the RTSR PSU is a market-based award, its grant date fair value was determined using a Monte Carlo simulation model that uses the same input assumptions as the Black-Scholes model to determine the expected potential ranking of the Company against the XOP Index, i.e. the probability of satisfying the market condition defined in the award. Expected volatility in the model was estimated based on the volatility of historical stock prices over a period matching the expected term of the award. The risk-free interest rate was based on U.S. Treasury yield constant maturities for a term matching the expected term of the award.

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Equity Plan for Non-Employee Directors

As of March 31, 2022, the Company had granted 595 RSAs to directors of the Company under the 2021 Non-Employee Director and Deferred Compensation Plan (the “2021 Directors Plan”). The maximum aggregate number of shares of common stock that may be issued under the 2021 Directors Plan is 10,000 shares, which may consist, in whole or in part, of authorized and unissued shares (if any), treasury shares, or shares reacquired by the Company in any manner. As of March 31, 2022, 9,405 shares of the Company’s common stock remained available for future grants. Currently, all RSAs granted under the 2021 Directors Plan are entitled to receive dividends, which are accrued and distributed to award recipients upon vesting. Dividends are subject to the same vesting conditions as the awards to which they relate and are forfeitable if the related awards are forfeited. The Company utilizes the closing stock price on the date of grant to determine the fair value of the RSAs.

The following table summarizes activity related to the RSAs under the 2021 Directors Plan for the three months ended March 31, 2022:


	Restricted Stock Awards
	Number of RSAs	Grant-Date Fair Value per Share
Outstanding at December 31, 2021	—	$	—
Granted	680	1,249
Vested	—	—
Cancelled and forfeited	(85)	1,249
Outstanding at March 31, 2022	595	$	1,249

On January 1, 2022, the Company granted 680 shares of restricted stock to our directors. During the three months ended March 31, 2022, 85 shares were forfeited resulting from the departure of a director. The shares will vest on the first anniversary of the award. The fair value as of the date of grant was $1,249 per share.

Share-Based Compensation Expense

The following table summarizes our share-based compensation expense by line item in the condensed consolidated statements of income (in thousands):


	Three Months Ended March 31,
	2022		2021
Salaries and related employee expenses (employee awards)	$	1,319	$	—
General and administrative expenses (director awards)	186		—
Total share-based compensation expense (1)	$	1,505	$	—

(1)The Company recognized a tax benefit of $0.3 million related to share-based compensation for the three months ended March 31, 2022.

As of March 31, 2022, there was $10.8 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under existing share-based plans expected to be recognized over a weighted average period of 1.8 years.

7. Income Taxes

The calculation of our effective tax rate is as follows for the three months ended March 31, 2022 and 2021 (in thousands, except percentages):


	Three Months Ended March 31,
	2022			2021
Income before income taxes	$	124,389		$	62,027
Income tax expense	$	26,489		$	11,975
Effective tax rate	21.3		%	19.3		%

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For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions, and other items.

8. Earnings Per Share

Basic earnings per share (“EPS”) is computed based on the weighted average number of shares outstanding during the period. Diluted EPS is computed based upon the weighted average number of shares outstanding during the period plus unvested restricted stock and other unvested awards granted pursuant to our incentive and equity compensation plans. The computation of diluted EPS reflects the potential dilution that could occur if all outstanding awards under the incentive and equity compensation plans were converted into shares of common stock or resulted in the issuance of shares of common stock that would then share in the earnings of the Company. The number of dilutive securities is computed using the treasury stock method.

The following table sets forth the computation of EPS for three months ended March 31, 2022 and 2021 (in thousands, except number of shares and per share data):


	Three Months Ended March 31,
	2022		2021
Net income	$	97,900	$	50,052

Basic EPS:
Weighted average shares outstanding for basic EPS	7,741,365		7,756,156
Basic EPS	$	12.65	$	6.45

Diluted EPS:
Weighted average shares outstanding for basic EPS	7,741,365		7,756,156
Effect of Dilutive securities:
Incentive and equity compensation plans	1,345		—
Weighted average shares outstanding for diluted EPS	7,742,710		7,756,156
Diluted EPS	$	12.64	$	6.45

Restricted stock is included in the number of shares of common stock issued and outstanding, but omitted from the basic earnings per share calculation until such time as the shares of restricted stock vest. The RTSR PSUs are not included in the dilutive securities in the table above as they are anti-dilutive for the three months ended March 31, 2022.

9. Commitments

Litigation

Management is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the Company’s financial condition, results of operations or liquidity as of March 31, 2022.

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10. Changes in Equity

The following tables present changes in our equity for the three months ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts):


	Common Stock			Additional Paid-in Capital		Treasury Stock			Accum. Other Comp. Inc/(Loss)		Retained Earnings		Total Equity
	Shares	Amount				Shares	Amount
For the three months ended March 31, 2022:
Balances as of December 31, 2021	7,744,695	$	78	$	28	11,461	$	(15,417)	$	(1,007)	$	668,029	$	651,711
Net income	—	—		—		—	—		—		97,900		97,900
Dividends paid — $3.00 per share of common stock	—	—		—		—	—		—		(23,224)		(23,224)
Share-based compensation, net of forfeitures	595	—		1,477		(595)	800		—		(796)		1,481
Periodic pension costs, net of income taxes of $2	—	—		—		—	—		8		—		8
Balances as of March 31, 2022	7,745,290	$