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August 2, 20230001811074False00018110742023-08-022023-08-02


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): August 2, 2023

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 six months ended June 30, 2023, which was released to the press on August 2, 2023. 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:  August 2, 2023 By: /s/ Chris Steddum
    Chris Steddum
    Chief Financial Officer



EX-99.1 2 exhibit991q22023earningsre.htm EX-99.1 Document
Exhibit 99.1
image.jpg

TEXAS PACIFIC LAND CORPORATION ANNOUNCES SECOND QUARTER 2023 RESULTS
Earnings Call to be held 7:30 am CT on Thursday, August 3, 2023
DALLAS, TX (August 2, 2023) – Texas Pacific Land Corporation (NYSE: TPL) (the “Company” or "TPL") today announced its financial and operating results for the second quarter of 2023.
Second Quarter 2023 Highlights
•Net income of $100.4 million, or $13.06 per share (basic) and $13.05 per share (diluted)

•Revenues of $160.6 million

•Adjusted EBITDA(1) of $133.6 million

•Free cash flow (1) of $105.1 million

•Royalty production of 24.9 thousand barrels of oil equivalent per day

•$19.5 million of common stock repurchases

•Quarterly cash dividend of $3.25 per share paid on June 15, 2023

•As of June 30, 2023, TPL's royalty acreage had an estimated 4.9 net well permits, 8.2 net drilled but uncompleted wells, 2.3 net completed wells, and 62.6 net producing wells.

Six Months Ended June 30, 2023 Highlights

•Net income of $187.0 million, or $24.31 per share (basic) and $24.30 per share (diluted)

•Revenues of $307.0 million

•Adjusted EBITDA(1) of $249.5 million

•Free Cash Flow(1) of $193.2 million

•Royalty production of 22.9 thousand barrels of oil equivalent per day

•$26.2 million of common stock repurchases

•$50.0 million of total cash dividends paid during 2023 (comprised of $6.50 per share in regular dividends)

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

“For the second quarter of 2023, TPL achieved new records across a number of key metrics,” said Tyler Glover, Chief Executive Officer of the Company. “Oil and gas royalty production, source water revenues and volumes, and produced water royalties all set new Company quarterly records. Easements and surface-related income continued a strong year generating its largest quarterly revenue since 2019. Although commodity prices were lower this quarter on a sequential quarter basis, our other revenue streams outside of oil and gas royalties attained impressive growth. With continued strong operator activity levels across our Permian royalty and surface acreage, TPL is well-positioned to capture these growing opportunities and to extract maximum value from our unique and expansive asset base.”
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Financial Results for the Second Quarter of 2023

The Company reported net income of $100.4 million for the second quarter of 2023 compared to net income of $118.9 million for the second quarter of 2022.

Total revenues for the second quarter of 2023 were $160.6 million compared to $176.3 million for the second quarter of 2022. Oil and gas royalty revenue decreased $38.9 million due to lower average commodity prices in the second quarter of 2023 compared to the second quarter of 2022. The average realized price declined 45.9% to $38.04 per barrel of oil equivalent (“Boe”) in the second quarter of 2023 from $70.36 per Boe in the second quarter of 2022. Our share of production increased to 24.9 thousand Boe per day for the second quarter of 2023 from 19.8 thousand Boe per day for the same period of 2022. The decrease in oil and gas royalty revenue was partially offset by a combined increase of $17.5 million in water sales and produced water royalties and an increase of $4.7 million in easements and other surface-related income. 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 $40.3 million for the second quarter of 2023 increased $15.8 million compared to the same period of 2022. The increase in operating expenses is principally related to increases in legal and professional fees and water service-related expenses during the second quarter of 2023 compared to the same period of 2022.

Financial Results for the Six Months Ended June 30, 2023

The Company reported net income of $187.0 million for the six months ended June 30, 2023, a decrease of 13.8% compared to net income of $216.8 million for the six months ended June 30, 2022.

Our total revenues decreased $16.6 million for the six months ended June 30, 2023 compared to the same period of 2022. Oil and gas royalty revenue of $171.5 million for the six months ended June 30, 2023 include approximately $8.7 million related to an ongoing arbitration between TPL and an operator with respect to underpayment of oil and gas royalties resulting from improper deductions of post-production costs for periods before and through April 2022 (the “$8.7 Million Stipulation”). Excluding the impact of the $8.7 Million Stipulation, oil and gas royalty revenue decreased $62.6 million compared to the same period of 2022. Our share of production was approximately 22.9 thousand Boe per day for the six months ended June 30, 2023 compared to 20.3 thousand Boe per day for the same period of 2022. The average realized price was $41.08 per Boe for the six months ended June 30, 2023 compared to $64.22 per Boe for the same period of 2022. The decrease in oil and gas royalty revenue was partially offset by an $18.3 million increase in water sales and a $7.4 million increase in produced water royalties. 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 $81.7 million for the six months ended June 30, 2023 increased $34.2 million compared to the same period of 2022. The increase in operating expenses is principally related to increases in legal and professional fees and water service-related expenses during the six months ended June 30, 2023 compared to the same period of 2022.

Quarterly Dividend Declared

On August 1, 2023, the Board declared a quarterly cash dividend of $3.25 per share, payable on September 15, 2023 to stockholders of record at the close of business on September 1, 2023.

Conference Call and Webcast Information

The Company will hold a conference call on Thursday, August 3, 2023 at 7:30 a.m. Central Time to discuss second quarter 2023 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 1-844-826-3035 or 1-412-317-5195. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 10180419. The telephone replay will be available starting shortly after the call through August 17, 2023.

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About Texas Pacific Land Corporation

Texas Pacific Land Corporation is one of the largest landowners in the State of Texas with approximately 886,000 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 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
(unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Our share of production volumes(1) (2):
Oil (MBbls)
1,000  813  1,792  1,609 
Natural gas (MMcf)
3,782  2,912  7,088  6,191 
NGL (MBbls)
638  507  1,177  1,035 
Equivalents (MBoe)
2,269  1,805  4,151  3,676 
Equivalents per day (MBoe/d)
24.9  19.8  22.9  20.3 
Oil and gas royalties (in thousands) (2):
Oil royalties $ 70,183  $ 83,966  $ 127,077  $ 155,647 
Natural gas royalties 3,775  17,650  14,731  33,825 
NGL royalties 8,454  19,652  21,069  35,968 
Total oil and gas royalties $ 82,412  $ 121,268  $ 162,877  $ 225,440 
Realized prices (2):
Oil ($/Bbl)
$ 73.46  $ 108.16  $ 74.24  $ 101.27 
Natural gas ($/Mcf)
$ 1.08  $ 6.55  $ 2.25  $ 5.91 
NGL ($/Bbl)
$ 14.33  $ 41.93  $ 19.34  $ 37.59 
Equivalents ($/Boe)
$ 38.04  $ 70.36  $ 41.08  $ 64.22 
(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.
(2)
The metrics provided exclude the impact of the $8.7 Million Stipulation discussed above.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts) (unaudited)


  Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
Revenues:    
Oil and gas royalties $ 82,412  $ 121,268  $ 171,542  $ 225,440 
Water sales 37,648  22,272  59,377  41,092 
Produced water royalties 20,841  18,669  40,975  33,539 
Easements and other surface-related income 18,708  13,990  33,677  23,182 
Land sales and other operating revenue 1,000  71  1,400  352 
Total revenues 160,609  176,270  306,971  323,605 
Expenses:    
Salaries and related employee expenses 10,596  9,588  21,189  18,973 
Water service-related expenses 10,287  3,915  15,943  6,697 
General and administrative expenses 3,329  3,674  6,884  6,641 
Legal and professional fees 10,154  1,163  26,782  2,882 
Ad valorem and other taxes 2,070  2,042  3,644  4,085 
Depreciation, depletion and amortization 3,893  4,180  7,297  8,306 
Total operating expenses 40,329  24,562  81,739  47,584 
Operating income 120,280  151,708  225,232  276,021 
Other income, net 6,871  630  12,260  706 
Income before income taxes 127,151  152,338  237,492  276,727 
Income tax expense 26,758  33,444  50,531  59,933 
Net income $ 100,393  $ 118,894  $ 186,961  $ 216,794 
Net income per share of common stock
Basic $ 13.06  $ 15.37  $ 24.31  $ 28.02 
Diluted $ 13.05  $ 15.37  $ 24.30  $ 28.01 
Weighted average number of shares of common stock outstanding
Basic 7,685,662  7,733,730  7,689,352  7,737,527 
Diluted 7,690,950  7,737,112  7,694,548  7,739,859 
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SEGMENT OPERATING RESULTS
(dollars in thousands) (unaudited)

Three Months Ended
June 30,
2023 2022
Revenues:
Land and resource management:
Oil and gas royalties $ 82,412  51  % $ 121,268  68  %
Easements and other surface-related income 17,908  11  % 12,046  %
Land sales and other operating revenue 1,000  % 71  —  %
Total land and resource management revenue 101,320  63  % 133,385  75  %
Water services and operations:
Water sales 37,648  24  % 22,272  13  %
Produced water royalties 20,841  13  % 18,669  11  %
Easements and other surface-related income 800  —  % 1,944  %
Total water services and operations revenue 59,289  37  % 42,885  25  %
Total consolidated revenues $ 160,609  100  % $ 176,270  100  %
Net income:
Land and resource management $ 69,633  69  % $ 96,074  81  %
Water services and operations 30,760  31  % 22,820  19  %
Total consolidated net income $ 100,393  100  % $ 118,894  100  %
Six Months Ended
June 30,
2023 2022
Revenues:
Land and resource management:
Oil and gas royalties $ 171,542  56  % $ 225,440  70  %
Easements and other surface-related income 32,401  11  % 20,940  %
Land sales and other operating revenue 1,400  —  % 352  —  %
Total land and resource management revenue 205,343  67  % 246,732  76  %
Water services and operations:
Water sales 59,377  20  % 41,092  13  %
Produced water royalties 40,975  13  % 33,539  10  %
Easements and other surface-related income 1,276  —  % 2,242  %
Total water services and operations revenue 101,628  33  % 76,873  24  %
Total consolidated revenues $ 306,971  100  % $ 323,605  100  %
Net income:
Land and resource management $ 134,976  72  % $ 177,230  82  %
Water services and operations 51,985  28  % 39,564  18  %
Total consolidated net income $ 186,961  100  % $ 216,794  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 performance 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, Adjusted EBITDA and Free Cash Flow

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 employee share-based compensation. Its purpose is to highlight earnings without non-cash activity such as share-based compensation and/or other non-recurring or unusual items. We calculate Free Cash Flow as Adjusted EBITDA less current income tax expense and capital expenditures. Its purpose is to provide an additional measure of operating performance. We have presented EBITDA, Adjusted EBITDA and Free Cash Flow because we believe that these metrics are useful supplements to net income in analyzing the Company's operating performance. Our definitions of Adjusted EBITDA and Free Cash Flow may differ from computations of similarly titled measures of other companies.

The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and Free Cash Flow for the three and six months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
 Net income $ 100,393  $ 118,894  $ 186,961  $ 216,794 
 Add:
Income tax expense 26,758  33,444  50,531  59,933 
Depreciation, depletion and amortization 3,893  4,180  7,297  8,306 
 EBITDA 131,044  156,518  244,789  285,033 
 Add:
Employee share-based compensation 2,559  1,760  4,715  3,079 
Adjusted EBITDA 133,603  158,278  249,504  288,112 
Less:
Current income tax expense (27,125) (33,992) (51,204) (60,887)
Capital expenditures (1,371) (7,342) (5,144) (10,347)
Free Cash Flow $ 105,107  $ 116,944  $ 193,156  $ 216,878 



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