UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________

FORM 10-Q

_____________________

(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2017

OR

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

For the transition period from ______ to ______

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2018
OR
[  ]  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: 1-737


Texas Pacific Land Trust
(Exact Name of Registrant as Specified in Its Charter)

NOT APPLICABLE

(State or Other Jurisdiction of Incorporation

or Organization)

 

75-0279735

(I.R.S. Employer

Identification No.)

1700 PacificPacific Avenue, Suite 2770, Dallas,Texas

(Address of Principal Executive Offices)

 

75201

(Zip Code)

(214) 969-5530

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


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 þ   No

¨


Indicatebycheck mark whethertheregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ    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 

þ

 Accelerated filer 

¨

Non-accelerated filer ☐  (Do¨ (Do not check if a smaller reporting company)

 Smaller reporting company 

¨

Emerging growth company ☐ 

o
 

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 toSectionto 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



þ

As of April 30, 2018, the Registrant had 7,805,498 Sub-share Certificates outstanding.


Cautionary Statement Regarding Forward-Looking Statements

Statements in this Quarterly Report on


TEXAS PACIFIC LAND TRUST
Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding management’s expectations, hopes, intentions or strategies regarding the future. Forward-looking statements include statements regarding the Trust’s future operations and prospects, the markets for real estate in the areas in which the Trust owns real estate, applicable zoning regulations, the markets for oil and gas, production limits on prorated oil and gas wells authorized by the Railroad Commission of Texas, expected competition, management’s intent, beliefs or current expectations with respect to the Trust’s future financial performance and other matters. All forward-looking statements in this Report are based on information available to us as of the date this Report is filed with the Securities and Exchange Commission, and we assume no responsibility to update any such forward-looking statements, except as required by law. All forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the factors discussed in Item 1A “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December
Quarter Ended March 31, 2016, and in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.2018


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PART I. FINANCIAL INFORMATION


Item 1.     Financial Statements

Item 1.Financial Statements


TEXAS PACIFIC LAND TRUST

CONDENSED CONSOLIDATEDBALANCE SHEETS

  

June 30,

  

December 31,

 

Assets

 

2017

  

2016

 
  

(Unaudited)

     
         

Cash and cash equivalents

 $50,103,001  $49,417,889 

Accrued receivables

  12,428,962   6,550,429 

Other assets

  266,283   232,970 

Deferred tax asset

  8,548,133   3,874,788 

Notes receivable for land sales

  46,389   94,971 

Water wells, vehicles, furniture, and equipment– at cost less accumulated depreciation

  4,651,223   1,168,281 

Real estate acquired:

        

(10,065 acres at June 30, 2017 and 10,065 acres at December 31, 2016)

  1,114,601   1,114,601 

Real estate and royalty interests assigned through the 1888Declaration of Trust, no value assigned:

        
         

Land (surface rights) situated in eighteen counties inTexas – 877,633 acres in 2017 and 877,488 acres in 2016

      
         

1/16 nonparticipating perpetual royalty interest in 373,777 acres in 2017and 2016

      
         

1/128 nonparticipating perpetual royalty interest in 85,414 acres in 2017and 2016

      
  $77,158,592  $62,453,929 

Liabilities and Capital

        
         

Accounts payable and accrued expenses

 $1,066,969  $826,771 

Income taxes payable

  1,199,397   1,950,774 

Other taxes payable

  422,070   276,813 
Unearned revenue  25,908,540   11,775,049 

Total liabilities

  28,596,976   14,829,407 

Capital:

        

Certificates of Proprietary Interest, par value $100each; outstanding 0 Certificates

      

Sub-share Certificates in Certificates of ProprietaryInterest, par value $.03 1/3 each; outstanding:

        

7,858,554 Sub-shares in 2017 and 7,927,314 Sub-shares in 2016

      

Other comprehensive loss

  (924,622

)

  (959,563

)

Net proceeds from all sources

  49,486,238   48,584,085 

Total capital

  48,561,616   47,624,522 
  $77,158,592  $62,453,929 

(in thousands, except acres, shares and per share amounts)
 March 31,
2018
 December 31,
2017
 (Unaudited)  
ASSETS
   
    
Cash and cash equivalents$71,301
 $79,580
Accrued receivables27,644
 17,773
Other assets3,076
 849
Prepaid income taxes
 1,202
Property, plant and equipment, net of accumulated depreciation of $791 and $463 as of March 31, 2018 and December 31, 2017, respectively31,029
 19,516
Real estate acquired1,866
 1,115
Real estate and royalty interests assigned through the 1888 Declaration of Trust, no value assigned:   
Land (surface rights) situated in eighteen counties in Texas – 877,514 acres and 877,633 acres as of March 31, 2018 and December 31, 2017, respectively
 
1/16th nonparticipating perpetual royalty interest in 373,777 acres
 
1/128th nonparticipating perpetual royalty interest in 85,414 acres
 
Total assets$134,916
 $120,035
    
LIABILITIES AND CAPITAL
   
    
Accounts payable and accrued expenses$4,855
 $5,608
Income taxes payable10,473
 851
Deferred taxes payable114
 114
Unearned revenue8,932
 8,364
Total liabilities24,374
 14,937
    
Commitments and contingencies
 
    
Capital:   
Certificates of Proprietary Interest, par value $100 each; none outstanding
 
Sub-share Certificates in Certificates of Proprietary Interest, par value $.03 1/3 each; outstanding 7,808,453 and 7,821,599 Sub-shares as of March 31, 2018 and December 31, 2017, respectively
 
Accumulated other comprehensive loss(791) (804)
Net proceeds from all sources111,333
 105,902
Total capital110,542
 105,098
Total liabilities and capital$134,916
 $120,035
See accompanying notes to condensed consolidated financial statements.


TEXAS PACIFIC LAND TRUST

CONDENSED CONSOLIDATEDSTATEMENTS OF INCOMEAND TOTAL COMPREHENSIVE INCOME

(in thousands, except shares and per share amounts)
(Unaudited)

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
  

2017

  

2016

  

2017

  

2016

 

Income:

                

Oil and gas royalties

 $12,882,976  $6,866,702  $24,075,738  $12,477,453 

Land sales

  220,400      220,400   86,000 

Easements and sundry income

  14,120,696   9,198,970   27,032,474   15,269,943 

Other income

  124,482   124,594   248,710   249,032 
   27,348,554   16,190,266   51,577,322   28,082,428 
                 

Expenses:

                

Taxes, other than income taxes

  762,207   394,217   1,421,966   740,801 

General and administrative expenses

  1,854,463   698,423   3,319,407   1,447,528 
   2,616,670   1,092,640   4,741,373   2,188,329 

Operating income

  24,731,884   15,097,626   46,835,949   25,894,099 

Interest income earned from investments

  9,565   5,844   19,059   11,785 
                 

Income before income taxes

  24,741,449   15,103,470   46,855,008   25,905,884 

Income taxes

  8,029,997   4,980,353   15,258,134   8,502,716 

Net income

 $16,711,452  $10,123,117  $31,596,874  $17,403,168 
                 

Other comprehensive income – periodic pension costs,net of income taxes of $9,407, $12,307, $18,814,and $24,614 respectively

  17,470   22,855   34,941   45,711 

Total comprehensive income

 $16,728,922  $10,145,972  $31,631,815  $17,448,879 
                 

Average number of sub-share certificatesand equivalent sub-share certificatesoutstanding

  7,882,184   8,048,500   7,894,542   8,064,759 
                 

Basic and dilutive earnings per sub-share certificate onnet income

 $2.12  $1.26  $4.00  $2.16 
                 

Cash dividends per sub-share certificate

 $  $  $1.35  $.31 

  Three Months Ended
March 31,
  2018 2017
Income:    
Oil and gas royalties $26,547
 $10,588
Easements and sundry income 16,978
 14,867
Water sales and royalties 13,607
 4,828
Land sales 2,750
 
Other operating income 125
 124
Total income 60,007
 30,407
     
Expenses:    
Salaries and related employee benefits 2,289
 386
Water service-related expenses 1,306
 
General and administrative expenses 808
 340
Legal and professional fees 647
 715
Depreciation and amortization 330
 19
Taxes, other than income taxes 144
 55
Trustees’ compensation 2
 2
Total expenses 5,526
 1,517
     
Operating income 54,481
 28,890
     
Other income 130
 7
Income before income taxes 54,611
 28,897
Income taxes 10,820
 9,638
Net income $43,791
 $19,259
     
Other comprehensive income – periodic pension costs, net of income taxes of $3 and $9, respectively 13
 17
Total comprehensive income $43,804
 $19,276
     
Weighted average number of Sub-share Certificates outstanding 7,818,168
 7,919,085
     
Basic and dilutive earnings per Sub-share Certificate on net income $5.60
 $2.43
     
Cash dividends per Sub-share Certificate $4.05
 $1.35
See accompanying notes to condensed consolidated financial statements.


TEXAS PACIFIC LAND TRUST

CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(in thousands)
(Unaudited)

  

Six Months
Ended June 30,

 
  

2017

  

2016

 

Cash flows from operating activities:

        

Net income

 $31,596,874  $17,403,168 

Adjustments to reconcile net income to netcash provided by operating activities:

        

Deferred taxes

  (4,673,345

)

  15,471 

Depreciation and amortization

  103,730   12,974 

Loss (gain) on disposal of fixed assets

  (3,901

)

  8,201 

Changes in operating assets and liabilities:

        

Accrued receivables and other assets

  (5,911,846

)

  (2,348,299

)

Notes receivable for land sales

  48,582   27,333 

Accounts payable, accrued expensesand other liabilities

  14,553,887   3,401,200 

Income taxes payable

  (751,377

)

  86,551 

Net cash provided by operating activities

  34,962,604   18,606,599 
         

Cash flows from investing activities:

        

Proceeds from sale of fixed assets

  27,500   18,000 

Purchase of fixed assets

  (3,610,271

)

  (258,457

)

Net cash used in investing activities

  (3,582,771

)

  (240,457

)

         

Cash flows from financing activities:

        

Purchase of Sub-share Certificates in Certificates ofProprietary Interest

  (20,013,701

)

  (15,255,080

)

Dividends paid

  (10,681,020

)

  (2,507,183

)

Net cash used in financing activities

  (30,694,721

)

  (17,762,263

)

         

Net increase in cash and cashequivalents

  685,112   603,879 
         

Cash and cash equivalents, beginning of period

  49,417,889   45,011,969 
         

Cash and cash equivalents, end of period

 $50,103,001  $45,615,848 

 Three Months Ended
March 31,
 2018 2017
Cash flows from operating activities:   
Net income$43,791
 $19,259
Adjustments to reconcile net income to net cash provided by operating activities:   
Deferred taxes
 2,406
Depreciation and amortization330
 19
Gain on disposal of fixed assets
 (4)
Changes in operating assets and liabilities:   
Accrued receivables and other assets(12,099) (3,758)
Prepaid income taxes1,202
 
Accounts payable, accrued expenses and other liabilities(172) 846
Income taxes payable9,622
 5,616
Cash provided by operating activities42,674
 24,384
    
Cash flows from investing activities:   
Proceeds from sale of fixed assets
 28
Acquisition of land(751) 
Purchase of fixed assets(11,841) (1,912)
Cash used in investing activities(12,592) (1,884)
    
Cash flows from financing activities:   
Purchase of Sub-share Certificates in Certificates of Proprietary Interest(6,709) (8,672)
Dividends paid(31,652) (10,682)
Cash used in financing activities(38,361) (19,354)
    
Net increase in cash and cash equivalents(8,279) 3,146
Cash and cash equivalents, beginning of period79,580
 49,418
Cash and cash equivalents, end of period$71,301
 $52,564
    
Supplemental disclosure of cash flow information:   
Income taxes paid$
 $1,625
    
See accompanying notes to condensed consolidated financial statements.


TEXAS PACIFIC LAND TRUST

NOTES TO UNAUDITEDCONDENSEDCONSOLIDATEDFINANCIAL STATEMENTS

JUNE 30, 2017

(UNAUDITED)

(1)

On June 8, 2017, Texas Pacific Land Trust (the “Trust”) announced the formation

1.Organization and Description of Texas Pacific Water Resources LLC (“TPWR”). TPWR, a single-member LLC and wholly owned subsidiary of the Trust, will focus on providing a full-service water offering to operators in the Permian Basin. TPWR seeks to develop with operators integrated water servicing agreements to include brackish water sourcing, produced water gathering/treatment/recycling, infrastructure development/ construction, disposal, water tracking, analytical and well testing services. TPWR is committed to sustainable water development with significant focus on the large-scale implementation of recycled water operations. For the quarter ended June 30, 2017, there were minimal operations for TPWR with an immaterial effect on the consolidated financial statements and therefore are not reported separately from the Trust.

Business Segments


Texas Pacific Land Trust (which, together with its subsidiaries as the context requires, may be referred to as “Texas Pacific”, the “Trust”, “our”, “we” or “us”) is one of the largest landowners in the State of Texas with approximately 890,000 acres of land in West Texas. Texas Pacific was organized under a Declaration of Trust, dated February 1, 1888, to receive and hold title to extensive tracts of land in the State of Texas, previously the property of the Texas and Pacific Railway Company, and to issue transferable Certificates of Proprietary Interest pro rata to the original holders of certain debt securities of the Texas and Pacific Railway Company.
The Trust is organized to manage land, including royalty interests, for the benefit of its owners. The Trust’s income is derived primarily from oil, gas and water service-related royalties, sales of water and land, easements and leases of the land.
We operate our business in two segments: Land and Resource Management and Water Service 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 the Trust and provide a framework for timely and rational allocation of resources within businesses. See Note 8, “Business Segment Reporting” for further information regarding our segments.

(2)

In the opinion

2.Summary of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Trust, including TPWR, as of June 30, 2017Significant Accounting Policies

Interim Unaudited Financial Information

The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated financial statements include all adjustments necessary to present fairly the financial position of the Trust as of March 31, 2018 and the results of its operations for the three month and six month periods ended June 30, 2017 and 2016, respectively, and its cash flows for the six month periods ended June 30, 2017 and 2016, respectively. The consolidated financial statements and footnotes included herein should be read in conjunction with the Trust’s annual financial statements as of December 31, 2016 and 2015 and for each of the years in the three year period ended December 31, 2016 included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2016.

(3)

We evaluate events that occur after the balance sheet date but before consolidated financial statements are, or are available to be, issued to determine if a material event requires our amending the consolidated financial statements or disclosing the event. We evaluated subsequent events through August 4, 2017, the date we issued these consolidated financial statements.

(4)

No value has been assigned to the land held by the Trust other than parcels which have been acquired through foreclosure and a limited number of parcels which have been acquired because they were offered for sale and were contiguous to parcels already owned by the Trust. Consequently, no allowance for depletion is computed, and no charge to income is made, with respect thereto, and no cost is deducted from the proceeds of the land sales in computing gain or loss thereon.

(5)

The Sub-shares and the Certificates of Proprietary Interest are freely interchangeable in the ratio of one Certificate of Proprietary Interest for 3,000 Sub-shares or 3,000 Sub-shares for one Certificate of Proprietary Interest.

(6)

The Trust’s effective Federal income tax rate is less than the 35% statutory rate because taxable income is reduced by statutory percentage depletion allowed on mineral royalty income.

(7)

The results of operations for the three month and six month periods ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year.


(8)

The Trust invests cash in excess of daily requirements primarily in bank deposit and savings accounts and certificates of deposit with maturities of ninety days or less. Such investments are deemed to be highly liquid debt instruments and classified as cash equivalents for purposes of the statements of cash flows.

Supplemental cash flow information for the six month periods ended June 30,March 31, 2018 and 2017, respectively, and 2016its cash flows for the three month periods ended March 31, 2018 and 2017, respectively. Such adjustments are of a normal recurring nature.


Principles of Consolidation and Basis of Presentation

The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the annual financial statements and notes thereto included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 28, 2018. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from this report.

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 and disclosure of contingent asset 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.

Recently Adopted Accounting Guidance

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue Recognition (Topic 606): Revenue from Contracts with Customers.” The ASU provides a five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU allows for a practical expedient for companies to exclude sales or similar taxes collected from customers from the transaction

price. Additionally, the ASU requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.
The most significant impact of the standard relates to our accounting for easement agreements and to a lesser extent oil and gas royalties. Specifically, we recognize revenue for term easements upon execution of the easement agreements, and as a result, we no longer defer revenue on our term easements. Historically, oil and gas royalties have been adjusted for production taxes paid by operators with a charge to taxes, other than income taxes and a corresponding increase to revenue. We elected the practical expedient allowed by the ASU and exclude production taxes from revenue. Revenue recognition related to our land sales and other sundry income remains substantially unchanged. Adoption of the standard resulted in (i) the acceleration of easement and sundry income as unearned revenue decreases, (ii) a reduction in oil and gas royalty revenue with a corresponding reduction in taxes, other than income taxes, and (iii) an increase in income tax expense for the three months ended March 31, 2017.
We adopted the new standard on January 1, 2018 applying the full retrospective method with optional practical expedients. Adoption of the standard using the full retrospective method required us to restate certain previously reported results as though the new standard had always been in effect.
Adoption of the standard related to revenue recognition impacted our previously reported results as follows (in thousands, except per share amounts):
   As reported in prior year Retrospective Adjustment As reported in current year
Consolidated Statements of Income:      
For the three months ended March 31, 2017      
 Revenue $24,229
 $6,178
 $30,407
 Taxes, other than income taxes 660
 (605) 55
 Income taxes 7,228
 2,410
 9,638
 Net income 14,886
 4,373
 19,259
 Net income per Sub-share Certificate $1.88
 $0.55
 $2.43
        
Consolidated Balance Sheets:      
As of December 31, 2017      
 Assets:      
 Accrued receivables $18,206
 $(433) $17,773
 Deferred tax asset (liability) 6,992
 (7,106) (114)
        
 Liabilities and Capital:      
 Unearned revenue $41,375
 $(33,011) $8,364
 Other taxes payable 433
 (433) 
 Net proceeds from all sources 79,997
 25,905
 105,902
        
Presentation of Net Periodic Pension Cost

In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU requires employers to disaggregate the service cost component from the other components of net benefit cost in the income statement, provides explicit guidance on the presentation of the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The service cost component is summarizedrecorded within salaries and related employee benefits expense, and the other components of net benefit costs are recorded in other income.


We adopted the new standard on January 1, 2018 applying the retrospective method. Adoption of the standard using the retrospective method required us to restate certain previously reported results as follows:

  

2017

  

2016

 
         

Income taxes paid

 $20,701,669  $8,425,307 

though the new standard had always been in effect.

Adoption of the standard related to presentation of net periodic pension cost and the standard related to revenue recognition impacted our previously reported results for operating income and other income as follows (in thousands):
   As reported in prior year Retrospective Adjustment As reported in current year
Consolidated Statements of Income:      
For the three months ended March 31, 2017      
 
Operating income (1)
 $22,104
 $6,786
 $28,890
 Other income 9
 (2) 7
        

(9)

ASC 280, “Segment Reporting,” establishes standards for the way public business enterprises are to report information about operating segments. In accordance with ASC 280, the Trust utilizes the management approach as a basis for identifying reportable segments.

(1)The management approach is based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. The Trust’s management views its operations as one segment and believes the only significant activity is managing the land which was conveyedretrospective adjustment amount includes approximately $6.8 million related to the Trust in 1888 and any other land thereafter acquired. The Trust’s management makes decisions about resource allocation and performance assessment based on the same financial information presented in these consolidated financial statements. Managing the land includes sales and leases of such land, and the retention of oil and gas royalties.

(10)

In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”(“ASU 2017-07”). This ASU requires employers to disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 also provides explicit guidance on how to present the service cost component and the other components of net benefit costs in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. The requirementsadoption of the new standard are effective for annual reporting periods beginning after December 31, 2017, and interim periods within those annual periods, which forrevenue recognition guidance as discussed above. The retrospective adjustment amount related to the Trust is the first quarter of 2018. The Trust is evaluating the new guidance to determine the impact it will have on our consolidated financial statements.

(11)

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)”(“ASU 2016-16”). This ASU will require recognitionadoption of the income tax consequencespresentation of an intra-entity transfer of an asset other than inventory when the transfer occurs as opposednet periodic pension cost had a minimal impact.


Impact of the 2017 Tax Cuts and Jobs Act on Certain Income Tax Effects

In March 2018, the FASB issued ASU 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The amendments in this update provide guidance on when to record and disclose provisional amounts for certain income tax effects of the 2017 Tax Cuts and Jobs Act ("Tax Reform Act"). The amendments also require any provisional amounts or subsequent adjustments to be included in net income from continuing operations. Additionally, this ASU discusses required disclosures that an entity must make with regard to the Tax Reform Act. This ASU is effective immediately as new information is available to adjust provisional amounts that were previously recorded. The Trust has adopted this standard and will continue to evaluate indicators that may give rise to a change in our tax provision as a result of the Tax Reform Act.
3.Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This ASU requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases, with the exception of short-term leases. The new guidance will also require significant disclosures about the amount, timing and uncertainty of cash flows from leases. In January 2018, the FASB issued ASU No. 2018-01, “Land Easement Practical Expedient for Transition to Topic 842” that clarifies the application of the new lease guidance to land easements. The ASU allows an optional transition practical expedient, which if elected, would not require an entity to reassess the accounting treatment on existing or expired land easements not previously accounted for as leases under the current lease guidance. Any new or modified land easements would be evaluated under the new lease guidance upon adoption of the new lease standard. The new lease standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which for the Trust is the first quarter of 2019. The Trust is currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220).” This ASU allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Reform Act to be reclassified as retained earnings. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Trust is currently evaluating the impact that ASU 2018-02 will have on our consolidated financial statements and disclosures.

4.Property, Plant and Equipment

Property, plant and equipment, net consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands):


  March 31, 2018 December 31, 2017
Property, plant and equipment:    
Water service-related assets (1)
 $28,679
 $18,193
Furniture, fixtures and equipment 3,141
 1,786
Property, plant and equipment at cost 31,820
 19,979
Less: accumulated depreciation (791) (463)
Property, plant and equipment, net $31,029
 $19,516
     

(1)Water service-related assets include water wells and water well fields related to waiting for it to be sold to an outside party. This standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. The Trust is currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements.

water sourcing and water re-use projects.


Depreciation expense was $0.3 million for the three months ended March 31, 2018. Depreciation expense was insignificant for the three months ended March 31, 2017.


(12)

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)”(“ASU 2016-13”). This ASU modifies the measurement of expected credit losses of certain financial instruments. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, which for the Trust is the first quarter of 2020. The Trust is currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements.

5.Real Estate Activity


Land Sales

No value has been assigned to the land held by the Trust other than parcels which have been acquired through foreclosure and a limited number of parcels which have been acquired because they were offered for sale and were contiguous to parcels already owned by the Trust. Consequently, no allowance for depletion is computed, and no charge to income is made, with respect thereto, and no cost is deducted from the proceeds of the land sales in computing gain or loss thereon.

During the three months ended March 31, 2018, we completed the following sales of land parcels (in thousands, except number of acres):
Date of sale Location Approximate number of acres sold Contract sale price
February 2018 Loving County 40.0 $1,150
March 2018 Culberson County 80.0 1,600
Total sales in 2018   120.0 $2,750
       

There were no land sales during the three months ended March 31, 2017.

Real Estate Acquired

Real estate acquired included the following activity for the three months ended March 31, 2018 and 2017 (in thousands, except number of acres):

  Three Months Ended
March 31, 2018
 Three Months Ended
March 31, 2017
  Acres Book Value Acres Book Value
Balance at January 1, 10,064.78
 $1,115
 10,064.78
 $1,115
Additions 640.60
 751
 
 
Sales 
 
 
 
Balance at March 31, 10,705.38
 $1,866
 10,064.78
 $1,115
         



6.Income Taxes

Effective January 1, 2018, the statutory Federal income tax rate for the Trust decreased from 35% to 21%. The Trust’s effective Federal income tax rate is less than the 21% statutory rate because taxable income is reduced by statutory percentage depletion allowed on mineral royalty income.


7.Capital

The Sub-shares and the Certificates of Proprietary Interest are freely interchangeable in the ratio of one Certificate of Proprietary Interest for 3,000 Sub-shares or 3,000 Sub-shares for one Certificate of Proprietary Interest.

Dividends

On March 16, 2018, we paid $31.7 million in dividends representing a cash dividend of $1.05 per Sub-share and a special dividend of $3.00 per Sub-share for sub-shareholders of record at the close of business on March 9, 2018.

On March 16, 2017, we paid $10.7 million in dividends representing a cash dividend of $0.35 per Sub-share and a special dividend of $1.00 per Sub-share for sub-shareholders of record at the close of business on March 9, 2017.

Repurchases of Sub-share Certificates

During the three months ended March 31, 2018, we purchased and retired 13,146 Sub-shares. During the three months ended March 31, 2017, we purchased and retired 29,496 Sub-shares.


8.Business Segment Reporting
    
During the periods presented, we reported our financial performance based on the following segments: Land and Resource Management and Water Service 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 the Trust and provide a framework for timely and rational allocation of resources within businesses. We eliminate any inter-segment revenues and expenses upon consolidation.

The Land and Resource Management segment encompasses the business of managing approximately 890,000 acres of land and related resources in West Texas owned by the Trust. The revenue streams of this segment consist primarily of royalties from oil and gas, land sales, and revenues from easements and leases.

The Water Service and Operations segment encompasses the business of providing a full-service water offering to operators in the Permian Basin as well as managing agreements with energy companies and oilfield service businesses to allow such companies to explore for water, drill water wells, construct water-related infrastructure and purchase water sourced from land that we own. The revenue streams of this segment consist of revenues from royalties on water service-related activity as well as revenue generated from direct sales of water.

Segment financial results were as follows for the three months ended March 31, 2018 and 2017 (in thousands):
  Three Months Ended
March 31,
  2018 2017
Revenues:    
Land and resource management $42,753
 $25,579
Water service and operations 17,254
 4,828
Total consolidated revenues $60,007
 $30,407
     
Net income:    
Land and resource management $32,811
 $14,445
Water service and operations 10,980
 4,814
Total consolidated net income $43,791
 $19,259
     
Capital expenditures    
Land and resource management $1,252
 $174
Water service and operations 10,589
 1,738
Total capital expenditures $11,841
 $1,912
     
Depreciation and amortization:    
Land and resource management $70
 $5
Water service and operations 260
 14
Total depreciation and amortization $330
 $19
     
The following table presents total assets and property, plant and equipment, net by segment as of March 31, 2018 and December 31, 2017 (in thousands):
  March 31, 2018 December 31, 2017
Assets:    
Land and resource management $92,676
 $97,549
Water service and operations 42,240
 22,486
Total consolidated assets $134,916
 $120,035
     
Property, plant and equipment, net    
Land and resource management $2,633
 $1,449
Water service and operations 28,396
 18,067
Total consolidated property, plant and equipment, net $31,029
 $19,516
     

(13)

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”(“ASU 2016-02”). This ASU requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases, with the exception of short-term leases. The new guidance will also require significant disclosures about the amount, timing, and uncertainty of cash flows from leases. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which for the Trust is the first quarter of 2019. The Trust is currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements.

9.Subsequent Events


We evaluate events that occur after the balance sheet date but before consolidated financial statements are, or are available to be, issued to determine if a material event requires our amending the consolidated financial statements or disclosing the event. We evaluated subsequent events through the filing date we issued these consolidated financial statements and did not identify any subsequent events requiring disclosure.


(14)

In May 2014, the FASB issued ASU No. 2014-09, “Revenue Recognition (Topic 606): Revenue from Contracts with Customers”(“ASU 2014-09”). This ASU introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing,

10.Oil and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14,“Revenue fromContracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). This ASU deferred the effective date for ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Trust is reviewing and analyzing the impact that this ASU will have on our consolidated financial statements. This review process includes evaluating key accounting policy decisions, judgments, estimates, and disclosures for each significant category of revenue. This ASU will require additional disclosures on revenue and could affect the timing of revenue recognition. Certain categories of revenue may be more impacted than others. The Trust will complete its implementation process during the third and fourth quarters of 2017, including preparing the quantitative impact on comparable periods and necessary disclosures, if applicable.

Gas Producing Activities

(15)

There are a number of oil and gas wells that have been drilled but are not yet completed (DUC) where the Trust has a royalty interest. Currently, the Trust has identified 90 DUC wells affected by our royalty interest. The process of identifying these wells is ongoing and we anticipate updates going forward to be affected by a number of factors including, but not limited to, ongoing changes/updates to our identification process, changes/updates by Drilling Info (our main source of information in identifying these wells) in their identification process, the eventual completion of these DUC wells, and additional wells drilled but not completed by companies operating where we have a royalty interest.


There are a number of oil and gas wells that have been drilled but are not yet completed (DUC) where the Trust has a royalty interest. Currently, the Trust has identified 209 DUC wells affected by our royalty interest. The process of identifying these wells is ongoing and we anticipate updates going forward to be affected by a number of factors including, but not limited to, ongoing changes/updates to our identification process, changes/updates by Drilling Info (our main source of information in identifying these wells) in their identification process, the eventual completion of these DUC wells, and additional wells drilled but not completed by companies operating where we have a royalty interest.






*****

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations


Cautionary Statement Regarding Forward-Looking Statements
Statements in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding management’s expectations, hopes, intentions or strategies regarding the future. Forward-looking statements include statements regarding the Trust’s future operations and prospects, the markets for real estate in the areas in which the Trust owns real estate, applicable zoning regulations, the markets for oil and gas, production limits on prorated oil and gas wells authorized by the Railroad Commission of Texas, expected competition, management’s intent, beliefs or current expectations with respect to the Trust’s future financial performance and other matters. All forward-looking statements in this Report are based on information available to us as of the date this Report is filed with the Securities and Exchange Commission(the“SEC”), and we assume no responsibility to update any such forward-looking statements, except as required by law. All forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the factors discussed in Item 2.Management’s1A “Risk Factors” of Part I ofour Annual Reporton Form 10-Kfor the year ended December 31, 2017, and in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations” and Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.


The following discussion and analysis should be read together with (i) the factors discussed in Item 1A “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2016,2017, (ii) the factors discussed in Part II, Item 1A “Risk Factors,” if any, of this Quarterly Report on Form 10-Q and (iii) the Financial Statements, including the Notes thereto, and the other financial information appearing elsewhere in this Report. Period-to-period comparisons of financial data are not necessarily indicative, and therefore should not be relied upon as indicators, of the Trust’s future performance. Words or phrases such as “does not believe”“expects” and “believes”, or similar expressions, when used in this Form 10-Q or other filings with the Securities and Exchange Commission,SEC, are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.


Results

Overview

Texas Pacific Land Trust (which together with its subsidiaries as the context requires, may be referred to as “Texas Pacific”, the “Trust”, “our”, “we” or “us”, is one of Operationsthe largest landowners in the State of Texas with approximately 890,000 acres of land in West Texas. We were organized under a Declaration of Trust, dated February 1, 1888, to receive and hold title to extensive tracts of land in numerous counties in West Texas, previously the property of the Texas and Pacific Railway Company. Our Trustees are empowered under the Declaration of Trust to manage the lands with all the powers of an absolute owner.
Our revenues are derived primarily from oil, gas and water service-related royalties, sales of water and land, easements and leases of the land. Due to the nature of our operations, our revenue is subject to substantial fluctuations from quarter to quarter and year to year. We are a passive seller of land and do not actively solicit sales of land. In addition, the demand for, and sale price of, particular tracts of land is influenced by many factors beyond our control, including general economic conditions, the rate of development in nearby areas and the suitability of the particular tract for the Quarter Ended June 30, 2017 Compared to the Quarter Ended June 30, 2016

Earnings per Sub-share certificate were $2.12 for the second quarter of 2017, compared to $1.26 for the second quarter of 2016. Total operatingranching uses prevalent in western Texas.

We are not an oil and investing revenues were $27,358,119 for the second quarter of 2017 compared to $16,196,110 for the second quarter of 2016, an increase of 68.9%. This increase ingas producer. Rather, our oil and gas revenue and earnings was due primarily to increases in easements and sundry income andis derived from our retained perpetual non-participating oil and gas royalty revenue.

interests. Thus, in addition to being subject to fluctuations in response to the market prices for oil and gas, our oil and gas royalty revenues are also subject to decisions made by the owners and operators of the oil and gas wells to which our royalty interests relate as to investments in and production from those wells. We monitor production reports by the oil and gas companies to assure that we are being paid the appropriate royalties. We review conditions in the agricultural industry in the areas in which our lands are located and seek to keep as much of our lands as possible under lease to local ranchers.

Our revenue from easements is generated from easement contracts covering activities such as oil and gas pipelines and subsurface wellbore easements. The majority of our easements have a ten-year term. We also enter into agreements with operators and mid-stream companies to lease land from us, primarily for facilities and roads.
In prior years, we entered into agreements with energy companies and oilfield service businesses to allow such companies to explore for water, drill water wells, construct water-related infrastructure and purchase water sourced from land

that we own. Energy businesses use water for their oil and gas projects while non-energy businesses (i.e., water management service companies) operate water facilities to produce and sell water to energy businesses. We collect revenue from royalties and water sales under these legacy agreements.
Demand for water solutions is expected to grow as drilling and completion activity in the Permian Basin continues to increase. In response to that anticipated demand, the Trust formed Texas Pacific Water Resources LLC (“TPWR”) in June 2017. TPWR, a single member LLC and wholly owned subsidiary of the Trust, focuses on providing full-service water offerings to operators in the Permian Basin. These services include brackish water sourcing, produced-water gathering/treatment/recycling, infrastructure development/construction, disposal, water tracking, analytics and well testing services. TPWR is committed to sustainable water development with significant focus on the large-scale implementation of recycled water operations.

During the three months ended March 31, 2018, the Trust invested approximately $9.8 million in TPWR projects to develop brackish water sourcing and re-use assets.

Results of Operations

We operate our business in two segments: Land and Resource Management and Water Service and Operations. We eliminate any inter-segment revenues and expenses upon consolidation.

We analyze financial results for each of our reportable segments. The reportable segments presented are consistent with our reportable segments discussed in Note 8, “Business Segment Reporting” in Item 1. Financial Statements in this Quarterly Report on Form 10-Q. We monitor our reporting segments based upon revenue and net income calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

For the three months ended March 31, 2018 as compared to the three months ended March 31, 2017

Revenues. Revenues increased $29.6 million, or 97.3%, to $60.0 million for the three months ended March 31, 2018 compared to $30.4 million for the three months ended March 31, 2017. Net income increased $24.5 million, or 127.3%, to $43.8 million for the three months ended March 31, 2018 compared to $19.3 million for the three months ended March 31, 2017.
The following is an analysis of our operating results for the comparable periods by reportable segment (in thousands):
  Three Months Ended March 31,
  2018 2017
Revenues:        
Land and resource management:        
Oil and gas royalties $26,547
 44% $10,588
 35%
Easements and sundry income 13,331
 22% 14,867
 49%
Land sales and other income 2,875
 5% 124
 %
  42,753
 71% 25,579
 84%
Water service and operations:        
Water sales and royalties 13,607
 23% 4,828
 16%
Easements and sundry income 3,647
 6% 
 %
  17,254
 29% 4,828
 16%
Total consolidated revenues $60,007
 100% $30,407
 100%
         
Net income:        
Land and resource management $32,811
 75% $14,445
 75%
Water service and operations 10,980
 25% 4,814
 25%
Total consolidated net income $43,791
 100% $19,259
 100%
         


Land and Resource Management

Land and Resource Management segment revenues increased $17.2 million, or 67.1%, to $42.8 million for the three months ended March 31, 2018 as compared with revenues of $25.6 million for the comparable period of 2017.
Oil and gas royalties. Oil and gas royalty revenue was $12,882,976$26.5 million for the second quarter of 2017,three months ended March 31, 2018 compared to $6,866,702$10.6 million for the second quarter of 2016, an increase of 87.6%.three months ended March 31, 2017. Oil royalty revenue was $9,192,884$20.1 million for the second quarterthree months ended March 31, 2018 compared to $7.7 million for the comparable period of 2017, an2017. This increase of 67.0% from the second quarter of 2016 whenin oil royalty revenue was $5,503,313. Crudeis principally due to the combined effect of a 129.0% increase in crude oil production, subject to the Trust’s royalty interest, increased 29.1%and a 13.5% increase in the second quarter of 2017 compared to the second quarter of 2016. In addition, the average price per royalty barrel of crude oil received during the second quarter of 2017 was 29.3% higher thanthree months ended March 31, 2018 compared to the average price received during the second quarter of 2016.same period in 2017. Gas royalty revenue was $3,690,092$6.4 million for the second quarter of 2017,three months ended March 31, 2018, an increase of 170.7% from121.8% over the second quarter of 2016three months ended March 31, 2017 when gas royalty revenue was $1,363,389.$2.9 million. This increase in gas royalty revenue resulted from both price anda volume increasesincrease of 67.8% and 61.2%, respectively, in154.4% for the second quarter of 2017three months ended March 31, 2018 as compared to the second quarter of 2016.

In the second quartersame period of 2017, the Trust sold approximately 11.02 acres of land forpartially offset by a total of $220,400, or approximately $20,000 per acre. No land sales occurred13.9% decrease in the second quarter of 2016.

average price received.

Easements and sundry income. Easements and sundry income was $14,120,696$13.3 million for the second quarterthree months ended March 31, 2018, a decrease of 2017,10.3% compared to $14.9 million for the three months ended March 31, 2017. Easements and sundry income includes pipeline easement income, seismic and temporary permit income, and income from material sales. Pipeline easement income decreased 20.4% to $7.7 million for the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This decrease was due to temporary timing differences resulting from a change in the form of our pipeline easement agreements. This decrease was partially offset by an increase of 53.5% compared to the second quarter of 2016 when easements and sundry$1.4 million in seismic permit income was $9,198,970. This increase resulted primarily from increases in pipeline easement income and water sales, and to a lesser extent, material sales. Pipeline easement income was $7,827,726 (before deferral of term easements) for the second quarter of 2017, compared to $6,379,792 (before deferral of term easements) for the second quarter of 2016, an increase of 22.7%. The Trust is currently moving toward the use of term easements (in lieu of perpetual) which will require us to gradually recognize the income for easements over the life of the agreement,$0.3 million in lieu of recognizing it all at the beginning of the term of the easement. As a result, $5,936,543 of easement income received in the second quarter of 2017material sales during this same time frame. Easements and $2,485,911 of easement income received in the second quarter of 2016 was deferred and therefore not reflected in the consolidated statements of income and total comprehensive income. This was the primary reason for the 120.0% increase in unearned revenue. Water sales for the second quarter of 2017 were $6,838,747 compared to $2,276,813 in the second quarter of 2016 an increase of 200.4%. This category ofsundry income is unpredictable and may vary significantly from quarterperiod to quarter.

Otherperiod. Effective January 1, 2018, the Trust adopted the new revenue recognition accounting standard using the full retrospective method, and no longer defers revenue on its term easements. See more discussion in Note 2, “Summary of Significant Accounting Policies - Recently Adopted Accounting Guidance” for further discussion and analysis of impact on our condensed consolidated financial statements.

Land sales and other income. Land sales and other income includes revenue generated from land sales and grazing leases. For the three months ended March 31, 2018, we sold approximately 120 acres of land for total consideration of $2.8 million, or approximately $22,917 per acre. There were no land sales for the three months ended March 31, 2017.

Net income. Net income for the Land and Resource Management segment was $32.8 million for the three months ended March 31, 2018 compared to $14.4 million for the three months ended March 31, 2017. As discussed above, revenues for the Land and Resource Management segment increased $17.2 million for the three months ended March 31, 2018 compared to the same period of 2017. Expenses, including interestincome tax expense, for the Land and Resource Management segment were $10.0 million and $11.1 million for the three months ended March 31, 2018 and 2017, respectively. The decrease in expenses was due to the reduction in the federal income tax rate from 35% to 21% effective January 1, 2018. This decrease in expenses was partially offset by increased salary and general and administrative expenses. See further discussion of these expenses below under “Other Financial Data - Consolidated.”

Water Service and Operations
Water Service and Operations segment revenues increased $12.5 million, or 257.4%, to $17.3 million for the three months ended March 31, 2018 as compared with revenues of $4.8 million for the comparable period of 2017.
Water sales and royalties. Water sales and royalty revenues for the three months ended March 31, 2018 of $13.6 million were more than double the amount of revenue for the comparable period of 2017. This increase is due primarily to the Trust’s decision to develop water well fields on investments,its own land along with an increase in the royalties received from existing agreements.
Easements and sundry income. Easements and sundry income for the Water Service and Operations segment includes pipeline easement royalties, commercial lease royalties and income from temporary permits. For the three months ended March 31, 2018, the combined revenue from these revenue streams was $134,047$3.6 million. There was no such revenue for the three months ended March 31, 2017.
Net income. Net income for the Water Service and Operations segment was $11.0 million for the three months ended March 31, 2018 compared to $4.8 million for the three months ended March 31, 2017. As discussed above, revenues for the Water Service and Operations segment increased $12.5 million for the three months ended March 31, 2018 compared to the same period of 2017. Expenses for the Water Service and Operations segment were $6.3 million for the three months ended

March 31, 2018. There were no expenses for the Water Service and Operations segment for the three months ended March 31, 2017. The increase in expenses during 2018 is directly related to the formation of TPWR at the end of the second quarter of 20172017.
Other Financial Data - Consolidated
Salaries and related employee benefits. Salaries and related employee benefits were $2.3 million for the three months ended March 31, 2018 compared to $130,438$0.4 million for the second quartercomparable period of 2016, an2017. The increase in salaries and related employee benefits is directly related to the increase in the number of 2.8%. Grazing lease income was $123,457employees from 10 employees as of March 31, 2017 to 36 as of March 31, 2018 and additional contract labor expenses for the second quarter of 2017, compared to $122,234 for the second quarter of 2016, an increase of 1.0%. Interest on notes receivable for the second quarter of 2017 was $1,025, a decrease of 56.6%three months ended March 31, 2018 compared to the second quartersame period of 2016 when interest on notes receivable was $2,360. This decrease is primarily due to principal prepayments received on notes due to the Trust. As2017.
Water service-related expenses. Water service-related expenses of June 30, 2017, notes receivable for land sales were $46,389 compared to $111,781 at June 30, 2016, a decrease of 58.5%. Interest income earned from investments was $9,565$1.3 million for the second quarter of 2017, comparedthree months ended March 31, 2018, include expenses for equipment rental, propane and fuel and other equipment-related expenses associated with TPWR. The Trust did not incur water service-related expenses during the three months ended March 31, 2017.
General and administrative expenses. General and administrative expenses increased $0.5 million to $5,844$0.8 million for the second quarter of 2016, an increase of 63.7%. Interest on investments is affected by such variables as cash on hand for investment and the rate of interest on short-term investments.

Taxes, other than income taxes, were $762,207three months ended March 31, 2018 from $0.3 million for the second quartersame period of 2017 compared to $394,217 for2017. Approximately $0.2 million of the second quarter of 2016, an increase of 93.3%. This increase is primarily attributablerelated to an increase in oilinsurance expenses which are partially attributable to the increase in the number of employees subsequent to March 31, 2017. Travel expenses, office rent and gas production taxes which resultedother general expenses increased as a result of the opening of an additional office in Midland, Texas for our TPWR operations.

Legal and professional expenses. Legal and professional fees decreased $0.1 million to $0.6 million for the three months ended March 31, 2018 from $0.7 million for the comparable period of 2017. Legal and professional fees for the three months ended March 31, 2017 included consulting fees related to a 2017 strategic review of the Trust.
Depreciation and amortization. Depreciation and amortization was $0.3 million for the three months ended March 31, 2018 compared to minimal depreciation and amortization for the three months ended March 31, 2017. The increase in depreciation and amortization is directly related to the Trust’s investment in water service-related assets during 2017 and 2018.
Cash Flow Analysis
For the three months ended March 31, 2018 as compared to the three months ended March 31, 2017
Cash flows provided by operating activities for the three months ended March 31, 2018 and 2017 were $42.7 million and $24.4 million, respectively. This increase in operating cash flows is principally due to increases in oil and gas royalty revenue discussed above.


General and administrative expenses were $1,854,463 for the second quarter of 2017 compared to $698,423 for the second quarter of 2016, an increase of 165.5%. This increase was primarily due to an increase in professional fees related to a strategic review of the company and an increase in employment expenses due to the increase in drilling and exploration activity on land owned by the Trust.

Results of Operations for the Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

Earnings per Sub-share certificate were $4.00 for the first six months of 2017, compared to $2.16 for the first six months of 2016. Total operating and investing revenues were $51,596,381 for the first six months of 2017 compared to $28,094,213 for the first six months of 2016, an increase of 83.7%. This increase in revenue and earnings was due primarily to increases inroyalties collected, easements and sundry income and oil and gas royalty revenue.

Oil and gas royalty revenue was $24,075,738 for the first six months of 2017, compared to $12,477,453 for the first six months of 2016, an increase of 93.0%. Oil royalty revenue was $17,271,801 for the first six months of 2017, an increase of 82.9% from the first six months of 2016 when oil royalty revenue was $9,445,507. Crude oil production subject to the Trust’s royalty interest increased 29.9% in the first six months of 2017 compared to the first six months of 2016. In addition, the average price per royalty barrel of crude oilpayments received during the first six months of 2017 was 40.8% higher than the average price received during the first six months of 2016. Gas royalty revenue was $6,803,937 for the first six months of 2017, an increase of 124.4% from the first six months of 2016 when gas royalty revenue was $3,031,946. This increase in gas royalty revenue resulted from both price and volume increases of 50.6% and 49.4% respectively, in the first six months of 2017 compared to the first six months of 2016.

During the first six months of 2017, the Trust sold approximately 11.02 acres of land for a total of $220,400, or approximately $20,000 per acre. In the first six months of 2016, the Trust sold approximately 8.56 acres for a total of $86,000, or approximately $10,047 per acre.

Easements and sundry income was $27,032,474 for the first six months of 2017, an increase of 77.0% compared to the first six months of 2016 when easements and sundry income was $15,269,943. This increase resulted primarily from increases in pipeline easement income and water sales and royalties collected during the three months ended March 31, 2018 over the three months ended March 31, 2017.

Cash flows used in investing activities were $12.6 million compared to a lesser extent, material sales. Pipeline easement income was $18,951,057 (before deferral of term easements)$1.9 million for the first sixthree months ended March 31, 2018 and 2017, respectively. The increased use of 2017,investing cash flows is due to our investment of $10.5 million in water service-related assets during the three months ended March 31, 2018.
Cash flows used in financing activities were $38.4 million compared to $9,497,329 (before deferral of term easements)$19.4 million for the first sixthree months ended March 31, 2018 and 2017, respectively. During the three months ended March 31, 2018, the Trust paid total dividends of 2016, an increase$31.7 million consisting of 99.5%. The Trust is currently moving toward the usea cash dividend of term easements (in lieu$1.05 per Sub-share and a special dividend of perpetual) which will require us$3.00 per Sub-share to gradually recognize the income for easements over the lifeeach sub-shareholder of the agreement, in lieu of recognizing it allrecord at the beginningclose of business on March 9, 2018. During the termthree months ended March 31, 2017, the Trust paid total dividends of $10.7 million consisting of a cash dividend of $0.35 per Sub-share and a special dividend of $1.00 per Sub-share to each sub-shareholder of record at the easement. As a result, $12,743,433close of easement income received in the first six months of 2017 and $2,485,911 of easement income received in the first six months of 2016 was deferred and therefore not reflected in the consolidated statements of income and total comprehensive income. This was the primary reason for the 120.0% increase in unearned revenue. Water sales for the first six months of 2017 were $11,666,316 compared to $3,662,521 in the first six months of 2016 an increase of 218.5%. This category of income is unpredictable and may vary significantly from quarter to quarter.

Other income, including interestbusiness on investments, was $267,769 for the first six months of 2017 compared to $260,817 for the first six months of 2016, an increase of 2.7%. Grazing lease income was $246,608 for the first six months of 2017, compared to $244,309 for the first six months of 2016, an increase of 0.9%. Interest on notes receivable for the first six months of 2017 was $2,102, a decrease of 55.5% compared to the first six months of 2016 when interest on notes receivable was $4,723. This decrease is primarily due to principal prepayments received on notes due to the Trust. As of June 30, 2017, notes receivable for land sales were $46,389 compared to $111,781 at June 30, 2016, a decrease of 58.5%. Interest income earned from investments was $19,059 for the first six months of 2017, compared to $11,785 for the first six months of 2016, an increase of 61.7%. Interest on investments is affected by such variables as cash on hand for investment and the rate of interest on short-term investments.

March 9, 2017.

Taxes, other than income taxes, were $1,421,966 for the first six months of 2017 compared to $740,801 for the first six months of 2016, an increase of 91.9%. This increase is primarily attributable to an increase in oil and gas production taxes which resulted from the increase in oil and gas royalty revenue discussed above.    

General and administrative expenses were $3,319,407 for the first six months of 2017 compared to $1,447,528 for the first six months of 2016, an increase of 129.3%. This increase was primarily due to an increase in professional fees related to a strategic review of the company and an increase in employment expenses due to the increase in drilling and exploration activity on land owned by the Trust.

Liquidity and Capital Resources

The Trust’s principal sources of liquidity are its revenues from oil, gas and gaswater service-related royalties, easements and sundry income, and water and land sales. In
Our primary liquidity and capital requirements are for capital expenditures related to our water service and operations segment, working capital and general corporate needs. As of March 31, 2018, we had a cash and cash equivalents balance of $71.3 million that we expect to utilize, along with cash flow from operations, to provide capital to support the past, those sources have generated more than adequate amountsgrowth of our

business, particularly the growth of TPWR, to repurchase additional Sub-share Certificates subject to market conditions, and for general corporate purposes. We believe that cash from operations, together with our cash and cash equivalents balances, will be enough to meet the Trust’songoing capital expenditures, working capital requirements and other cash needs and, in the opinion of management, should continue to do so infor the foreseeable future.


Off-Balance Sheet Arrangements

The Trust has not engaged in any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent assets and liabilities. For a full discussion of our accounting policies please refer to Note 2 to the Consolidated Financial Statements included in our 2017 Annual Report on Form 10-K filed with the SEC on February 28, 2018. Our most critical accounting policies and estimates include: valuation of real estate acquired through foreclosure and gain on recognition on land sales. We continually evaluate our judgments, estimates and assumptions. We base our estimates on the terms of underlying agreements, historical experience and other factors that we believe are reasonable based on the circumstances, the results of which form our management’s basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2017 Annual Report on Form 10-K.

New Accounting Pronouncements

For further information regarding recently issued accounting pronouncements, see Note 3, “Recent Accounting Pronouncements” in the notes to the consolidated financial statements included in Item 1. Financial Statements in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures AboutMarket Risk

There have been no material changes in the information related to market risk of the Trust since December 31, 2016.

2017.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15, management of the Trust under the supervision and with the participation of Tyler Glover, the Trust’s Chief Executive Officer, and Robert J. Packer, the Trust’s Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures as of the end of the Trust’s fiscal quarter covered by this Report on Form 10-Q. Based upon that evaluation, Mr. Glover and Mr. Packer concluded that the Trust’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Trust required to be included in the Trust’s periodic SEC filings.

There have been no changes in the Trust’s internal control over financial reporting during the Trust’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.



PART II
OTHER INFORMATION
 
Item 1. Legal Proceedings.

Texas Pacific is not involved in any material pending legal proceedings.

PART II

OTHER INFORMATION


Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed in response to Item 1A “Risk Factors” of Part I of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2016.

2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c)

During the second quarter of 2017, the Trust repurchased Sub-share certificates as follows:

Period

 

Total

Number of

Sub-shares

Purchased

  

Average

Price Paid

per

Sub-share

  

Total Number

of Sub-shares

Purchased as

Part of Publicly

Announced Plans

or Programs

  

Maximum

Number (or

Approximate

Dollar Value) of

Sub-shares that

May Yet Be

Purchased Under

the Plans or

Programs

 

April 1, through April 30, 2017

  8,789  $282.37       

May 1, through May 31, 2017

  16,619  $292.76       

June 1, through June 30, 2017

  13,856  $288.32       

Total

  39,264*  $288.87       

* The Trust purchased and retired 39,264 Sub-shares in the open market.

 
During the three months ended March 31, 2018, the Trust repurchased Sub-share certificates as follows:
Period 
Total
Number of
Sub-shares
Purchased
 
Average
Price Paid
per
Sub-share
 
Total Number
of Sub-shares
Purchased as
Part of Publicly
Announced Plans
or Programs
 
Maximum
Number (or
Approximate
Dollar Value) of
Sub-shares that
May Yet Be
Purchased Under
the Plans or
Programs
January 1 through January 31, 2018 2,343
 $509.65
 
 
February 1 through February 28, 2018 2,958
 498.06
 
 
March 1 through March 31, 2018 7,845
 515.14
 
 
Total 13,146
 $510.32
 
 
         
(1)The Trust purchased and retired 13,146 Sub-shares in the open market.


Item 3. Defaults Upon Senior Securities

Not applicable    


Item 4. Mine Safety Disclosures

Not applicable


Item 5. Other Information

None


Item 6. Exhibits


EXHIBIT
NUMBER
DESCRIPTION
 

31.1

31.1*

 

31.2

31.2*

 

32.1

32.1*

 

32.2

32.2*

101.INS

XBRL Instance

 

101.SCH

101*The following information from the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 formatted in XBRL Taxonomy Extension Schema

(eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income and Total Comprehensive Income, (iii) Condensed Consolidated Statements of Cash Flows and (iv) Notes to Condensed Consolidated Financial Statements.

 

101.CAL

XBRL Taxonomy Extension Calculation


101.DEF

*

XBRL Taxonomy Extension Definition

Filed or furnished herewith.

101.LAB

XBRL Taxonomy Extension Labels

101.PRE

XBRL Taxonomy Extension Presentation




SIGNATURES
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TEXAS PACIFIC LAND TRUST

  

(Registrant)

TEXAS PACIFIC LAND TRUST
(Registrant)
Date:May 7, 2018By:/s/ Tyler Glover
Tyler Glover, General Agent and
Chief Executive Officer
   
   

Date: August 4, 2017

 

By: 

/s/Tyler Glover
   

Tyler Glover, General Agent and

Chief Executive Officer

Date: August 4, 2017

May 7, 2018 

By:

/s/Robert J. Packer
   

Robert J. Packer, General Agent and

Chief Financial Officer


INDEX TO EXHIBITS

EXHIBIT

NUMBER

DESCRIPTION

  

31.1

Rule 13a-14(a) Certification of Chief Executive Officer.

  

31.2

Rule 13a-14(a) Certification of Chief Financial Officer.

32.1

Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation
101.DEF XBRL Taxonomy Extension Definition
101.LABXBRL Taxonomy Extension Labels
101.PRE XBRL Taxonomy Extension Presentation

13


18