Texas Pacific Land Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Changes in Equity

Changes in Equity

3 Months Ended

Mar. 31, 2021

The following tables present changes in our equity for the three months ended March 31, 2021 and 2020 (in thousands, except shares and per share amounts):


	Sub-share Certificates	Common Stock
	Number of shares	Number of shares	Par Value		Accum. Other Comp. Loss		Retained Earnings		Net Proceeds from All Sources		Total Equity
For the three months ended March 31, 2021:
Balances as of December 31, 2020	7,756,156	—	$	—	$	(2,693)	$	—	$	487,877	$	485,184
Net income	—	—	—		—		50,052		—		50,052
Dividends paid ($2.75 per common share)	—	—	—		—		(21,329)		—		(21,329)
Conversion of Sub-shares into shares of common stock	(7,756,156)	7,756,156	78		—		487,799		(487,877)		—
Other comprehensive income	—	—	—		28		—		—		28
Balances as of March 31, 2021	—	7,756,156	$	78	$	(2,665)	$	516,522	$	—	$	513,935



	Sub-share Certificates	Accum. Other Comp. Loss		Net Proceeds from All Sources		Total Capital
For the three months ended March 31, 2020:
Balances as of December 31, 2019	7,756,156	$	(1,461)	$	513,598	$	512,137
Net income	—	—		57,401		57,401
Dividends paid ($16.00 per Sub-share)	—	—		(124,098)		(124,098)

Cumulative effect of accounting change	—	—		(110)		(110)
Other comprehensive income	—	13		—		13
Balances as of March 31, 2020	7,756,156	$	(1,448)	$	446,791	$	445,343

Corporate Reorganization

On January 11, 2021, TPL completed its Corporate Reorganization, officially changing its name to Texas Pacific Land Corporation. To implement the Corporate Reorganization, the Trust and TPL Corporation entered into agreements and undertook and caused to be undertaken a series of transactions to effect the transfer to TPL Corporation of all of the Trust’s assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Corporate Reorganization. The agreements entered into include a contribution agreement between the Trust and TPL Corporation. The Corporate Reorganization is a tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

Prior to the market opening on January 11, 2021, the Trust distributed all of the shares of common stock, par value $0.01, of TPL Corporation (the “Common Stock”) to holders of sub-share certificates (“Sub-shares”), par value of $0.03-1/3, of the Trust, on a pro rata, one-for-one, basis in accordance with their interests in the Trust (the “Distribution”). As a result of the Distribution, TPL Corporation is now an independent public company and its Common Stock is listed under the symbol “TPL” on the New York Stock Exchange.

The Corporate Reorganization only affected our equity structure in that Sub-shares were replaced with shares of Common Stock and net proceeds from all sources were replaced with retained earnings on the condensed consolidated balance sheet.