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November 2, 20220001811074False00018110742022-11-022022-11-02


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of report (Date of earliest event reported): November 2, 2022

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
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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.    ☐

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




Item 2.02. Results of Operations and Financial Condition.
 
Texas Pacific Land Corporation (the “Company”) hereby incorporates by reference the contents of a press release announcing financial results for the three and nine months ended September 30, 2022, which was released to the press on November 2, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
 
Item 9.01.
Financial Statements and Exhibits.
 
  (d)   Exhibits.
 
     
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  TEXAS PACIFIC LAND CORPORATION
   
     
Date:  November 2, 2022 By: /s/ Chris Steddum
    Chris Steddum
    Chief Financial Officer



EX-99.1 2 exhibit991q32022earningsre.htm EX-99.1 Document
Exhibit 99.1
image.jpg

TEXAS PACIFIC LAND CORPORATION ANNOUNCES THIRD QUARTER 2022 RESULTS
Earnings Call to be held 7:30 am CT on Thursday, November 3, 2022
DALLAS, TX (November 2, 2022) – Texas Pacific Land Corporation (NYSE: TPL) (the “Company” or "TPL") today announced its financial and operating results for the third quarter of 2022.
Third Quarter 2022 Highlights
•Net income of $129.8 million, or $16.83 per share (basic) and $16.82 per share (diluted)

•Revenues of $191.1 million

•Adjusted EBITDA(1) of $169.8 million

•Royalty production of 23.4 thousand barrels of oil equivalent per day

•$32.9 million of common stock repurchases

•Quarterly cash dividend of $3.00 per share paid on September 15, 2022

•At the end of the quarter, TPL's royalty acreage had an estimated 5.6 net well permits, 6.9 net drilled but uncompleted wells, 2.9 net completed wells, and 55.0 net producing wells.

•Signed agreement with Samsung Solar Energy 2, LLC to begin evaluating the siting of grid-connected batteries located on TPL surface. Samsung Solar Energy 2, LLC is a renewables development arm of Samsung C&T America, Inc. Preliminary work is underway on a number of potential locations for the projects, and completed studies and related pre-development work for the sites will likely take a year or more.

Nine Months Ended September 30, 2022 Highlights

•Net income of $346.6 million, or $44.84 per share (basic) and $44.82 per share (diluted)

•Revenues of $514.7 million

•Adjusted EBITDA(1) of $457.9 million

•Royalty production of 21.3 thousand barrels of oil equivalent per day

•$58.4 million of common stock repurchases

•$224.1 million of total dividends paid during 2022 (comprised of a $20.00 per share special dividend and $9.00 per share in regular dividends)

•Published annual update of Environmental, Social and Governance ("ESG") disclosure including metrics for 2021

(1) Reconciliations of Non-GAAP measures are provided in the tables below.

“TPL continues to perform at a high level as each of our business segments benefit directly and indirectly from strong commodity prices and operator development activity in the Permian Basin,” said Tyler Glover, Chief Executive Officer of the Company. “In addition, we continue to pursue new and innovative ways to utilize and monetize our vast surface footprint.
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As an example, in September, TPL signed an agreement with Samsung Solar Energy 2, LLC to begin evaluating the siting of grid-connected batteries located on TPL surface. These potential battery projects could enhance grid reliability and encourage further renewables development. TPL is thrilled that Samsung Solar Energy 2, LLC is looking to develop these next generation projects on our surface, and we look forward to collaborating to bring these projects to fruition.”

Financial Results for the Third Quarter of 2022

The Company reported net income of $129.8 million for the third quarter of 2022, an increase of 54.9% compared to net income of $83.8 million for the third quarter of 2021.

Our total revenues increased $67.4 million for the third quarter of 2022 compared to the same period of 2021, largely driven by the $51.2 million increase in oil and gas royalty revenue and the $8.9 million combined increase in water sales and produced water royalties. Our share of production was approximately 23.4 thousand barrels of oil equivalent ("Boe") per day for the third quarter of 2022 compared to 19.5 thousand Boe per day for the same period of 2021. The average realized price was $63.42 per Boe for the third quarter of 2022, compared to $46.07 per Boe for the comparable period of 2021. Water sales increased $4.9 million for the third quarter of 2022 compared to the third quarter of 2021 principally due to a 10.3% increase in the number of barrels of sourced and treated water sold. Produced water royalties increased $4.0 million for the third quarter of 2022 compared to the same period of 2021, principally due to increased produced water volumes. Our revenue streams are directly impacted by development and operating decisions in the Permian Basin made by our customers and by commodity prices, among other factors.

Our total operating expenses of $29.1 million for the third quarter of 2022 increased $8.6 million compared to the same period of 2021. The increase in operating expenses during the third quarter of 2022 is principally related to increases in ad valorem taxes, share-based compensation expense, and transfer and treatment expenses related to the 24.9% increase in water sales revenue over the comparable period of 2021.

Financial Results for the Nine Months Ended September 30, 2022

The Company reported net income of $346.6 million for the nine months ended September 30, 2022, an increase of 81.5% compared to net income of $190.9 million for the nine months ended September 30, 2021.

Our total revenues increased $210.9 million for the nine months ended September 30, 2022 compared to the same period of 2021, largely driven by the $168.9 million increase in oil and gas royalty revenue and the $30.1 million combined increase in water sales and produced water royalties. Our share of production was approximately 21.3 thousand Boe per day for the nine months ended September 30, 2022 compared to 17.5 thousand Boe per day for the same period of 2021. The average realized price was $63.93 per Boe for the nine months ended September 30, 2022 compared to $41.01 per Boe for the comparable period of 2021. Our revenue streams are directly impacted by commodity prices and development and operating decisions made by our customers and vary as the pace of development and oil demand varies.

Our total operating expenses of $76.6 million for the nine months ended September 30, 2022 increased $9.4 million compared to the same period of 2021. Operating expenses for 2022 increased principally as a result of the Company recording a $6.9 million accrual for ad valorem taxes. Additionally, transfer and treatment expenses have increased as water sales revenue has increased 45.7% during 2022 compared to 2021. Partially offsetting these increases, salaries and related employee expenses decreased due to the absence of severance costs in 2022. Further, we have benefited from our ongoing investments towards electrifying our water sourcing infrastructure through the reduction of certain expenses, principally fuel and equipment rental.

Quarterly Dividend Declared

On November 1, 2022, the Board declared a quarterly cash dividend of $3.00 per share, payable on December 15, 2022 to stockholders of record at the close of business on December 8, 2022.

Stock Repurchase Program

On November 1, 2022, our board of directors approved a stock repurchase program to purchase up to an aggregate of $250 million of our outstanding common stock to be effective beginning January 1, 2023.

The Company intends to purchase stock under the repurchase program opportunistically with funds generated by cash from operations. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors at any time.
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Purchases under the stock repurchase program may be made through a combination of open market repurchases in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, and/or other transactions at the Company’s discretion, including under a Rule 10b5-1 trading plan that may be implemented by the Company, and will be subject to market conditions, applicable legal requirements and other factors.

Conference Call and Webcast Information

The Company will hold a conference call on Thursday, November 3, 2022 at 7:30 a.m. Central Time to discuss third quarter results. A live webcast of the conference call will be available on the Investors section of the Company’s website at http://www.TexasPacific.com. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register and install any necessary audio software.

The conference call can also be accessed by dialing 1-877-407-4018 or 1-201-689-8471. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 13731406. The telephone replay will be available starting shortly after the call through November 17, 2022.

About Texas Pacific Land Corporation

Texas Pacific Land Corporation is one of the largest landowners in the State of Texas with approximately 880,000 acres of land in West Texas, with the majority of its ownership concentrated in the Permian Basin. The Company is not an oil and gas producer, but its surface and royalty ownership provide revenue opportunities throughout the life cycle of a well. These revenue opportunities include fixed fee payments for use of our land, revenue for sales of materials (caliche) used in the construction of infrastructure, providing sourced water and/or treated produced water, revenue from our oil and gas royalty interests, and revenues related to saltwater disposal on our land. The Company also generates revenue from pipeline, power line and utility easements, commercial leases and temporary permits related to a variety of land uses including midstream infrastructure projects and hydrocarbon processing facilities.

Visit TPL at http://www.TexasPacific.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on TPL’s beliefs, as well as assumptions made by, and information currently available to, TPL, and therefore involve risks and uncertainties that are difficult to predict. Generally, future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” and the words “believe,” “anticipate,” “continue,” “intend,” “expect” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, references to strategies, plans, objectives, expectations, intentions, assumptions, future operations and prospects and other statements that are not historical facts. You should not place undue reliance on forward-looking statements. Although TPL believes that plans, intentions and expectations reflected in or suggested by any forward-looking statements made herein are reasonable, TPL may be unable to achieve such plans, intentions or expectations and actual results, and performance or achievements may vary materially and adversely from those envisaged in this news release due to a number of factors including, but not limited to: the potential future impact of COVID-19 on the global and U.S. economies as well as on TPL’s financial condition and business operations; the initiation or outcome of potential litigation; and any changes in general economic and/or industry specific conditions. These risks, as well as other risks associated with TPL are also more fully discussed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. You can access TPL’s filings with the SEC through the SEC website at http://www.sec.gov and TPL strongly encourages you to do so. Except as required by applicable law, TPL undertakes no obligation to update any forward-looking statements or other statements herein for revisions or changes after this communication is made.

Contact:

Investor Relations
IR@TexasPacific.com
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FINANCIAL AND OPERATIONAL RESULTS
(dollars in thousands) (unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Our share of production volumes(1):
Oil (MBbls)
928  810  2,538  2,139 
Natural gas (MMcf)
3,582  3,111  9,773  8,627 
NGL (MBbls)
626  469  1,660  1,194 
Equivalents (MBoe)
2,151  1,798  5,827  4,771 
Equivalents per day (MBoe/d)
23.4  19.5  21.3  17.5 
Oil and gas royalty revenue:
Oil royalties $ 83,374  $ 52,081  $ 239,021  $ 128,907 
Natural gas royalties 26,362  11,528  60,187  26,400 
NGL royalties 20,562  15,489  56,530  31,528 
Total oil and gas royalties $ 130,298  $ 79,098  $ 355,738  $ 186,835 
Realized prices:
Oil ($/Bbl)
$ 94.03  $ 67.32  $ 98.62  $ 63.12 
Natural gas ($/Mcf)
$ 7.96  $ 4.01  $ 6.66  $ 3.31 
NGL ($/Bbl)
$ 35.51  $ 35.69  $ 36.81  $ 28.54 
Equivalents ($/Boe)
$ 63.42  $ 46.07  $ 63.93  $ 41.01 
(1) Term Definition
Bbl One stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate or NGLs.
MBbls One thousand barrels of crude oil, condensate or NGLs.
MBoe One thousand Boe.
MBoe/d One thousand Boe per day.
Mcf One thousand cubic feet of natural gas.
MMcf One million cubic feet of natural gas.
NGL Natural gas liquids. Hydrocarbons found in natural gas that may be extracted as liquefied petroleum gas and natural gasoline.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts) (unaudited)


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2022 2021 2022 2021
Revenues:    
Oil and gas royalties $ 130,298  $ 79,098  $ 355,738  $ 186,835 
Water sales 24,426  19,554  65,518  44,983 
Produced water royalties 19,129  15,140  52,668  43,147 
Easements and other surface-related income 14,129  9,832  37,311  27,856 
Land sales and other operating revenue 3,129  69  3,481  959 
Total revenues 191,111  123,693  514,716  303,780 
Expenses:    
Salaries and related employee expenses 10,697  8,542  29,670  31,792 
Water service-related expenses 6,348  3,650  13,045  10,499 
General and administrative expenses 3,153  2,844  9,858  8,491 
Legal and professional fees 2,106  1,551  4,988  4,904 
Ad valorem taxes 2,835  —  6,856  — 
Depreciation, depletion and amortization 3,917  3,866  12,223  11,562 
Total operating expenses 29,056  20,453  76,640  67,248 
Operating income 162,055  103,240  438,076  236,532 
Other income, net 1,920  513  2,626  924 
Income before income taxes 163,975  103,753  440,702  237,456 
Income tax expense 34,138  19,916  94,071  46,521 
Net income $ 129,837  $ 83,837  $ 346,631  $ 190,935 
Net income per share of common stock
Basic $ 16.83  $ 10.82  $ 44.84  $ 24.62 
Diluted $ 16.82  $ 10.82  $ 44.82  $ 24.62 
Weighted average number of shares of common stock outstanding
Basic 7,714,796  7,751,329  7,729,866  7,754,439 
Diluted 7,720,221  7,751,329  7,733,505  7,754,439 
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SEGMENT OPERATING RESULTS
(in thousands) (unaudited)

Three Months Ended September 30,
2022 2021
Revenues:
Land and resource management:
Oil and gas royalty revenue $ 130,298  68  % $ 79,098  64  %
Easements and other surface-related income 13,788  % 7,625  %
Land sales and other operating revenue 3,129  % 69  —  %
Total land and resource management revenue 147,215  77  % 86,792  70  %
Water services and operations:
Water sales 24,426  13  % 19,554  16  %
Produced water royalties 19,129  10  % 15,140  12  %
Easements and other surface-related income 341  —  % 2,207  %
Total water services and operations revenue 43,896  23  % 36,901  30  %
Total consolidated revenues $ 191,111  100  % $ 123,693  100  %
Net income:
Land and resource management $ 108,188  83  % $ 65,292  78  %
Water services and operations 21,649  17  % 18,545  22  %
Total consolidated net income $ 129,837  100  % $ 83,837  100  %

Nine Months Ended September 30,
2022 2021
Revenues:
Land and resource management:
Oil and gas royalty revenue $ 355,738  69  % $ 186,835  62  %
Easements and other surface-related income 34,728  % 24,029  %
Land sales and other operating revenue 3,481  % 959  —  %
Total land and resource management revenue 393,947  77  % 211,823  70  %
Water services and operations:
Water sales 65,518  13  % 44,983  15  %
Produced water royalties 52,668  10  % 43,147  14  %
Easements and other surface-related income 2,583  —  % 3,827  %
Total water services and operations revenue 120,769  23  % 91,957  30  %
Total consolidated revenues $ 514,716  100  % $ 303,780  100  %
Net income:
Land and resource management $ 285,418  82  % $ 150,248  79  %
Water services and operations 61,213  18  % 40,687  21  %
Total consolidated net income $ 346,631  100  % $ 190,935  100  %
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NON-GAAP PERFORMANCE MEASURES AND DEFINITIONS

In addition to amounts presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we also present certain supplemental non-GAAP measurements. These measurements are not to be considered more relevant or accurate than the measurements presented in accordance with GAAP. In compliance with the requirements of the SEC, our non-GAAP measurements are reconciled to net income, the most directly comparable GAAP performance measure. For all non-GAAP measurements, neither the SEC nor any other regulatory body has passed judgment on these non-GAAP measurements.

EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP financial measurement of earnings before interest, taxes, depreciation, depletion and amortization. Its purpose is to highlight earnings without finance, taxes, and depreciation, depletion and amortization expense, and its use is limited to specialized analysis. We calculate Adjusted EBITDA as EBITDA excluding the impact of certain non-cash, non-recurring and/or unusual, non-operating items, including, but not limited to: employee share-based compensation, conversion costs related to our Corporate Reorganization, and severance costs. We have presented EBITDA and Adjusted EBITDA because we believe that both are useful supplements to net income in analyzing operating performance.

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021 (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
 Net income $ 129,837  $ 83,837  $ 346,631  $ 190,935 
 Add:
Income tax expense 34,138  19,916  94,071  46,521 
Depreciation, depletion and amortization 3,917  3,866  12,223  11,562 
 EBITDA 167,892  107,619  452,925  249,018 
 Add:
Employee share-based compensation 1,910  —  4,989  — 
Conversion costs related to our corporate reorganization —  —  —  2,026 
Severance costs —  —  —  6,680 
Adjusted EBITDA $ 169,802  $ 107,619  $ 457,914  $ 257,724 



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