TEXAS PACIFIC LAND CORPORATION 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 severity and duration of the COVID-19 pandemic and related economic repercussions, the markets for real estate in the areas in which the Trust owns real estate, applicable zoning regulations, the markets for oil and gas including actions of other oil and gas producers or consortiums worldwide such as OPEC+, the proposed reorganization of the Trust into a corporation, 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 theSecurities 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 1A. "Risk Factors" of Part I of our Annual Report on Form 10-K for the year endedDecember 31, 2019 , 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. 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 endedDecember 31, 2019 , (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 "expects" and "believes", or similar expressions, when used in this Form 10-Q or other filings with theSEC , are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
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 the largest landowners in theState of Texas with approximately 880,000 acres of land, comprised of a number of separate tracts, located in 19 counties inWest Texas . Additionally, we own a 1/128th nonparticipating perpetual oil and gas royalty interest ("NPRI") under approximately 85,000 acres of land and a 1/16th NPRI under approximately 371,000 acres of land in the western part ofTexas , as well as approximately 4,000 additional net royalty acres (normalized to 1/8th). We were organized under a Declaration of Trust, datedFebruary 1, 1888 , to receive and hold title to extensive tracts of land in theState of Texas , previously the property of theTexas andPacific Railway Company. Our Trustees are empowered under the Declaration of Trust to manage the lands with all the powers of an absolute owner. Our surface and royalty ownership allow steady revenue generation through the entire value chain of oil and gas development. While we are not an oil and gas producer, we benefit from various revenue sources throughout the life cycle of a well. During the initial development phase where infrastructure for oil and gas development is constructed, we receive fixed fee payments for use of our land and revenue for sales of materials (caliche) used in the construction of the infrastructure. During the drilling and completion phase, we generate revenue for providing sourced water and/or treated produced water in addition to fixed fee payments for use of our land. During the production phase, we receive revenue from our oil and gas royalty interests and also revenues related to saltwater disposal on our land. In addition, we generate revenue from a variety of land uses including midstream infrastructure projects and processing facilities as hydrocarbons are processed and transported to market. Our revenues are derived primarily from oil and gas royalties, sales of water and land, easements and commercial leases. Due to the nature of our operations, our revenue is subject to substantial fluctuations from quarter to quarter and year to year. 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 commercial uses prevalent in westernTexas . We are not an oil and gas producer. Rather, our oil and gas revenue is derived from our oil and gas royalty interests. Thus, in addition to fluctuating in response to the market prices for oil and gas, our oil and gas royalty revenues are also subject 12 -------------------------------------------------------------------------------- Tab le of Content s 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 reports from the operators, theTexas Railroad Commission , and other private data providers to assure that we are being paid the appropriate royalties. Our revenue from easements is primarily generated from pipelines transporting oil, gas and related hydrocarbons, power line and utility easements and subsurface wellbore easements. The majority of our easements have a thirty-plus year term but subsequently renew every ten years with an additional payment. Commercial lease revenue is derived primarily from saltwater disposal royalties, processing, storage and compression facilities and roads.Texas Pacific Water Resources LLC ("TPWR"), a single member LLC and wholly owned subsidiary of the Trust, provides full-service water offerings to operators in thePermian Basin . These services include, but are not limited to, water sourcing, produced-water gathering/treatment, infrastructure development, disposal solutions, water tracking, analytics and well testing services. TPWR's revenue streams principally consist of revenue generated from sales of sourced and treated water as well as revenues from produced water royalties.
During the nine months ended
Corporate Reorganization As previously announced onMarch 23, 2020 , our Trustees approved a plan to reorganize the Trust from its current structure to a corporation formed under the laws of theState of Delaware . We continue to progress toward the conversion. OnJune 15, 2020 , the Trust announced the new corporation will be namedTexas Pacific Land Corporation ("TPL Corp ") and the prospective members of the Board of Directors of TPL Corp. Additionally, a draft registration statement on Form 10 has been submitted to theSecurities and Exchange Commission (the "SEC") for review, on a non-public basis. The Trust continues to make progress toward effecting its planned corporate reorganization into aDelaware corporation and currently anticipates to be in a position to move forward with the reorganization by the end of the fourth quarter of 2020.
COVID-19 Pandemic and Market Conditions Update
The uncertainty surrounding the severity and duration of the COVID-19 pandemic, as well as dramatic declines in crude oil prices due in part to the global spread of COVID-19, has caused volatility in the global financial markets including the oil and gas industry. The full impact of shut-in oil and gas wells, production curtailments and/or decreased investments in response to lower commodity prices and conservation of capital by the owners and operators of the oil and gas wells to which the Trust's royalty interests relate, is unknown at this time. While uncertainty remains around COVID-19 mitigation measures and re-opening efforts, we believe demand is beginning to recover. These events have negatively affected our business and results of operations for the three and nine months endedSeptember 30, 2020 , and may continue to negatively affect the Trust's business and results of operations in future periods. During these uncertain times, we have continued to generate positive operating results and remain focused on meeting the operational needs of our customers while maintaining a safe and healthy work environment for our employees. Our existing information technology infrastructure has afforded us the opportunity to allow our corporate employees to work remotely. We have deployed additional safety and sanitization measures, including quarantine facilities for our field employees, if needed. In an effort to decrease ongoing operational costs, we have implemented certain cost reduction measures which include, but are not limited to, negotiated price reductions and discounts with certain vendors. We continue to monitor our customer base and outstanding accounts receivable balances as a means of minimizing any potential collection issues. As a royalty owner, we have no capital expenditure or operating expense burden for development of wells. Furthermore, our water operations currently have limited capital expenditure requirements, the amount and timing of which are entirely within our control. The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted onMarch 27, 2020 . The Trust continues to assess the provisions and potential impacts of this legislation; however, there have been no significant impacts to the Company's results of operations or financial position resulting from the CARES Act in the three and nine months endedSeptember 30, 2020 . Despite the uncertainty caused by the COVID-19 pandemic and the record low oil prices have had on both the global andU.S. oil and gas industry as a whole, we believe our longevity in the industry and strong financial position provide us with 13 -------------------------------------------------------------------------------- Tab le of Content s the tools necessary to navigate these unprecedented times. We have no debt, a strong cash position (cash and cash equivalents were$315.8 million as ofSeptember 30, 2020 ) and we continue to maintain our capital resource allocation discipline. Results of Operations We operate our business in two segments: Land andResource Management and Water Services 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 9. "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 inthe United States of America ("GAAP"). Due to the continued economic impacts related to the COVID-19 pandemic and dramatic declines in crude oil prices during the second and third quarters of 2020, our results of operations for the three and nine months endedSeptember 30, 2020 have been negatively impacted. Given the uncertainty surrounding the severity and duration of the COVID-19 pandemic, our results of operations may continue to be impacted in future periods.
For the three months ended
Revenues. Revenues decreased$24.1 million , or 24.5%, to$74.4 million for the three months endedSeptember 30, 2020 compared to$98.5 million for the three months endedSeptember 30, 2019 . Net income decreased$13.7 million , or 22.9%, to$46.3 million for the three months endedSeptember 30, 2020 compared to$60.0 million for the three months endedSeptember 30, 2019 .
The following is an analysis of our operating results for the comparable periods by reportable segment (in thousands):
Three Months Ended
2020 2019
Revenues:
Land and resource management: Oil and gas royalties$ 31,758 43 %$ 38,259 39 % Easements and other surface-related income 6,588 9 % 22,111 22 % Land sales and other operating revenue 11,550 15 % 4,706 5 % 49,896 67 % 65,076 66 % Water services and operations: Water sales and royalties 12,139 16 % 21,654 22 % Easements and other surface-related income 12,348 17 % 11,800 12 % 24,487 33 % 33,454 34 % Total consolidated revenues$ 74,383 100 %$ 98,530 100 % Net income: Land and resource management$ 34,359 74 %$ 43,911 73 % Water services and operations 11,916 26 % 16,111 27 % Total consolidated net income$ 46,275 100 %$ 60,022 100 % Land andResource Management Land andResource Management segment revenues decreased$15.2 million , or 23.3%, to$49.9 million for the three months endedSeptember 30, 2020 as compared with$65.1 million for the comparable period of 2019. The decrease in Land andResource Management segment revenues is principally due to decreases in oil and gas royalty revenue and easements and other surface-related income, partially offset by an increase in land sales and other operating revenue, which are discussed below. 14
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Oil and gas royalties. Oil and gas royalty revenue was$31.8 million for the three months endedSeptember 30, 2020 compared to$38.3 million for the three months endedSeptember 30, 2019 . Oil royalty revenue was$24.1 million for the three months endedSeptember 30, 2020 , a decrease of 27.2% compared to the three months endedSeptember 30, 2019 when oil royalty revenue was$33.1 million . This decrease in oil royalty revenue is principally due to a 31.9% decrease in the average price per royalty barrel of crude oil received, partially offset by a 7.3% increase in crude oil production subject to the Trust's royalty interests during the three months endedSeptember 30, 2020 compared to the same period in 2019. Gas royalty revenue was$7.7 million for the three months endedSeptember 30, 2020 , an increase of 48.2% compared to the three months endedSeptember 30, 2019 when gas royalty revenue was$5.2 million . This increase in gas royalty revenue is principally due to a 61.0% increase in the average price received for gas production, partially offset by a 2.5% decrease in gas production subject to the Trust's royalty interests during the three months endedSeptember 30, 2020 compared to the same period in 2019. Easements and other surface-related income. Easements and other surface-related income was$6.6 million for the three months endedSeptember 30, 2020 , a decrease of 70.2% compared to$22.1 million for the three months endedSeptember 30, 2019 . Easements and other surface-related income includes pipeline, power line and utility easements, commercial leases, material sales, and seismic and temporary permits. The decrease in easements and other surface-related income is principally related to a 77.4% decrease in pipeline easement income to$2.9 million for the three months endedSeptember 30, 2020 from$12.8 million for the three months endedSeptember 30, 2019 . The amount of income derived from pipeline easements is a function of the term of the easement, the size of the easement and the number of easements entered into for any given period. The demand for pipeline easements is determined by capital decisions made by companies that operate in the areas where we own land. As such, easements and other surface-related income is unpredictable and may vary significantly from period to period. Land sales and other operating revenue. Land sales and other operating revenue includes revenue generated from land sales and grazing leases. Land sales were$11.5 million and$4.6 million for the three months endedSeptember 30, 2020 and 2019, respectively. For the three months endedSeptember 30, 2020 , we sold approximately 20,820 acres of land for an aggregate sales price of approximately$10.1 million , or approximately$483 per acre. Additionally, the Trust recognized land sales revenue of$1.4 million for the three months endedSeptember 30, 2020 related to land exchanges where the Trust had no cost basis in the land conveyed. For the three months endedSeptember 30, 2019 , we sold approximately 77 acres of land for an aggregate sales price of approximately$4.6 million , or approximately$59,960 per acre. Net income. Net income for the Land andResource Management segment was$34.4 million for the three months endedSeptember 30, 2020 compared to$43.9 million for the three months endedSeptember 30, 2019 . Expenses, including income tax expense, for the Land andResource Management segment were$15.5 million and$21.2 million for the three months endedSeptember 30, 2020 and 2019, respectively. The decrease in expenses was principally related to decreases in legal and professional fees. Expenses are discussed further below under "Other Financial Data - Consolidated."
Water Services and Operations
Water Services and Operations segment revenues decreased 26.8% to$24.5 million for the three months endedSeptember 30, 2020 as compared with$33.5 million for the comparable period of 2019. The decrease in Water Services and Operations segment revenues is due to a decrease in water sales and royalty revenue, partially offset by an increase in easements and other surface-related income, which are discussed below. Water sales and royalties. Water sales and royalty revenue was$12.1 million for the three months endedSeptember 30, 2020 , a decrease of$9.5 million or 43.9%, compared with the three months endedSeptember 30, 2019 when water sales and royalty revenue was$21.7 million . This decrease was principally due to a 27.6% decrease in the number of barrels of sourced and treated water sold and a$0.8 million decrease in water royalties for the three months endedSeptember 30, 2020 compared to the same period in 2019. Easements and other surface-related income. Easements and other surface-related income for the Water Services and Operations segment includes pipeline easement royalties, commercial lease royalties and income from temporary permits. For the three months endedSeptember 30, 2020 , the combined income from these revenue streams was$12.3 million , an increase of 4.6%, as compared to$11.8 million for the three months endedSeptember 30, 2019 . The increase in easements and other surface-related income was principally related to an increase in produced water royalties for the three months endedSeptember 30, 2020 compared to the same period of 2019. Net income. Net income for the Water Services and Operations segment was$11.9 million for the three months endedSeptember 30, 2020 compared to$16.1 million for the three months endedSeptember 30, 2019 . As discussed above, revenues 15 -------------------------------------------------------------------------------- Tab le of Content s for the Water Services and Operations segment decreased 26.8% for the three months endedSeptember 30, 2020 compared to the same period of 2019. Expenses, including income tax expense, for the Water Services and Operations segment were$12.6 million for the three months endedSeptember 30, 2020 as compared to$17.4 million for the three months endedSeptember 30, 2019 . The decrease in expenses during 2020 is principally related to decreased water service-related expenses, primarily fuel, equipment rental and repairs and maintenance. Expenses are discussed further below under "Other Financial Data - Consolidated."
Other Financial Data - Consolidated
Salaries and related employee expenses. Salaries and related employee expenses were$7.7 million for the three months endedSeptember 30, 2020 compared to$8.5 million for the comparable period of 2019. The decrease in salaries and related employee expenses during 2020 as compared to the same period of 2019 is principally due to decreased usage of contract labor. Water service-related expenses. Water service-related expenses were$2.3 million for the three months endedSeptember 30, 2020 compared to$5.1 million for the comparable period of 2019. The decrease in expenses during 2020 is principally related to decreased fuel, equipment rental and repairs and maintenance related to the 27.6% decrease in the number of barrels of sourced and treated water sold as previously discussed and cost saving measures implemented during 2020. General and administrative expenses. General and administrative expenses decreased$1.0 million to$1.9 million for the three months endedSeptember 30, 2020 from$2.9 million for the same period of 2019. The decrease in general and administrative expenses is primarily related to a decrease associated with independent contractor service providers and travel expenses during the three months endedSeptember 30, 2020 compared to the same period of 2019. Legal and professional expenses. Legal and professional fees were$2.0 million for the three months endedSeptember 30, 2020 compared to$5.6 million for the comparable period of 2019. Legal and professional fees for the three months endedSeptember 30, 2020 principally related to our anticipated corporate reorganization. See further information regarding the anticipated corporate reorganization in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Corporate Reorganization" . Legal and professional fees for the three months endedSeptember 30, 2019 principally related to the proxy contest to elect a new Trustee, the entry into and payments made under the settlement agreement datedJuly 30, 2019 and the conversion exploration committee. Depreciation, depletion and amortization. Depreciation, depletion and amortization was$3.8 million for the three months endedSeptember 30, 2020 compared to$2.6 million for the three months endedSeptember 30, 2019 . The increase in depreciation, depletion and amortization is principally related to the Trust's investment in water service-related assets placed in service in 2020 and 2019. Other income, net. Other income, net was$1.3 million and$0.9 million for the three months endedSeptember 30, 2020 and 2019, respectively. Other income, net for the three months endedSeptember 30, 2020 , includes a$1.2 million accrued insurance reimbursement related to legal fees incurred in 2019 associated with the proxy contest.
For the nine months ended
Revenues. Revenues decreased$148.9 million , or 39.5%, to$228.3 million for the nine months endedSeptember 30, 2020 compared to$377.2 million for the nine months endedSeptember 30, 2019 . Net income decreased$118.3 million , or 47.4%, to$131.3 million for the nine months endedSeptember 30, 2020 compared to$249.6 million for the nine months endedSeptember 30, 2019 . Revenues and net income for the nine months endedSeptember 30, 2019 included a$100 million land sale. Excluding the impact of the 2019 land sale, revenues and net income (net of income tax) for the nine months endedSeptember 30, 2019 were$277.2 million and$170.6 million , respectively. 16
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The following is an analysis of our operating results for the comparable periods by reportable segment (in thousands):
Nine Months Ended
2020 2019
Revenues:
Land and resource management: Oil and gas royalties$ 94,631 41 %$ 111,113 29 % Easements and other surface-related income 31,385 14 % 59,761 16 % Land sales and other operating revenue 16,124 7 % 113,349 30 % 142,140 62 % 284,223 75 % Water services and operations: Water sales and royalties 47,525 21 % 65,067 17 % Easements and other surface-related income 38,585 17 % 27,874 8 % 86,110 38 % 92,941 25 % Total consolidated revenues$ 228,250 100 %$ 377,164 100 % Net income: Land and resource management$ 92,197 70 %$ 204,222 82 % Water services and operations 39,061 30 % 45,384 18 % Total consolidated net income$ 131,258 100 %$ 249,606 100 %
Land and
Land andResource Management segment revenues decreased$142.1 million , or 50.0%, to$142.1 million for the nine months endedSeptember 30, 2020 as compared with$284.2 million for the comparable period of 2019. Segment revenues for the nine months endedSeptember 30, 2019 include a$100 million land sale. Excluding the$100 million land sale, segment revenues for the nine months endedSeptember 30, 2019 were$184.2 million . The decrease in Land andResource Management segment revenues is due to decreases in oil and gas royalty revenue, easements and other surface-related income and land sales and other operating revenue, which are discussed below. Oil and gas royalties. Oil and gas royalty revenue was$94.6 million for the nine months endedSeptember 30, 2020 compared to$111.1 million for the nine months endedSeptember 30, 2019 . Oil royalty revenue was$76.8 million for the nine months endedSeptember 30, 2020 , a decrease of 17.1% compared to the nine months endedSeptember 30, 2019 when oil royalty revenue was$92.6 million . This decrease in oil royalty revenue is principally due to a 23.8% decrease in the average price per royalty barrel of crude oil received, partially offset by a 9.3% increase in crude oil production subject to the Trust's royalty interests during the nine months endedSeptember 30, 2020 compared to the same period in 2019. Gas royalty revenue was$17.8 million for the nine months endedSeptember 30, 2020 , a decrease of 3.6% compared to the nine months endedSeptember 30, 2019 when gas royalty revenue was$18.5 million . The decrease in gas royalty revenue was principally due to a 9.0% decrease in the average price received for gas production, partially offset by a 16.4% increase in gas production subject to the Trust's royalty interests during the nine months endedSeptember 30, 2020 compared to the same period of 2019. Easements and other surface-related income. Easements and other surface-related income was$31.4 million for the nine months endedSeptember 30, 2020 , a decrease of 47.5% compared to$59.8 million for the nine months endedSeptember 30, 2019 . Easements and other surface-related income includes pipeline, power line and utility easements, commercial leases, material sales, and seismic and temporary permits. The decrease in easements and other surface-related income is principally related to a 61.0% decrease in pipeline easement income to$15.3 million for the nine months endedSeptember 30, 2020 from$39.2 million for the nine months endedSeptember 30, 2019 . The amount of income derived from pipeline easements is a function of the term of the easement, the size of the easement and the number of easements entered into for any given period. The demand for pipeline easements is determined by capital decisions made by companies that operate in the areas where we own land. As such, easements and other surface-related income is unpredictable and may vary significantly from period to period. 17 -------------------------------------------------------------------------------- Tab le of Content s Land sales and other operating revenue. Land sales and other operating revenue includes revenue generated from land sales and grazing leases. Land sales were$15.9 million and$113.0 million for the nine months endedSeptember 30, 2020 and 2019, respectively. For the nine months endedSeptember 30, 2020 , we sold approximately 21,347 acres of land for an aggregate sales price of approximately$14.5 million , or approximately$676 per acre. Additionally, the Trust recognized land sales revenue of$1.4 million for the nine months endedSeptember 30, 2020 related to land exchanges where the Trust had no cost basis in the land conveyed. For the nine months endedSeptember 30, 2019 , we sold approximately 21,986 acres of land for an aggregate sales price of approximately$113.0 million , or approximately$5,141 per acre. Net income. Net income for the Land andResource Management segment was$92.2 million for the nine months endedSeptember 30, 2020 compared to$204.2 million for the nine months endedSeptember 30, 2019 . As discussed above, 2019 revenues for the Land andResource Management segment included a$100 million land sale. Excluding the impact of the 2019 land sale (net of income tax), net income for the first nine months endedSeptember 30, 2019 was$125.2 million . Expenses, including income tax expense, for the Land andResource Management segment were$49.9 million and$80.0 million , respectively. The decrease in expenses during 2020 is principally related to the approximately$21.0 million in income tax expense associated with the$100 million land sale that occurred during the nine months endedSeptember 30, 2019 and no comparable sale of assets having occurred during the same period of 2020. Expenses are discussed further below under "Other Financial Data - Consolidated."
Water Services and Operations
Water Services and Operations segment revenues decreased 7.3% to$86.1 million for the nine months endedSeptember 30, 2020 as compared with$92.9 million for the comparable period of 2019. The decrease in Water Services and Operations segment revenues is due to a decrease in water sales and royalty revenue, partially offset by an increase in easements and other surface-related income, which are discussed below. Water sales and royalties. Water sales and royalty revenue was$47.5 million for the nine months endedSeptember 30, 2020 , a decrease of$17.5 million or 27.0%, compared with the nine months endedSeptember 30, 2019 when water sales and royalty revenue was$65.1 million . This decrease was principally due to a 10.5% decrease in the number of barrels of sourced and treated water sold and a$5.8 million decrease in water royalties for the nine months endedSeptember 30, 2020 compared to the same period in 2019. Easements and other surface-related income. Easements and other surface-related income for the Water Services and Operations segment includes pipeline easement royalties, commercial lease royalties and income from temporary permits. For the nine months endedSeptember 30, 2020 , the combined income from these revenue streams was$38.6 million , an increase of 38.4%, as compared to$27.9 million for the nine months endedSeptember 30, 2019 . The increase in easements and other surface-related income was principally related to an increase in produced water royalties for the nine months endedSeptember 30, 2020 compared to the same period of 2019. Net income. Net income for the Water Services and Operations segment was$39.1 million for the nine months endedSeptember 30, 2020 compared to$45.4 million for the nine months endedSeptember 30, 2019 . As discussed above, revenues for the Water Services and Operations segment decreased 7.3% for the nine months endedSeptember 30, 2020 compared to the same period of 2019. Expenses, including income tax expense, for the Water Services and Operations segment were$47.0 million for the nine months endedSeptember 30, 2020 as compared to$47.5 million for the nine months endedSeptember 30, 2019 . Expenses are discussed further below under "Other Financial Data - Consolidated."
Other Financial Data - Consolidated
Salaries and related employee expenses. Salaries and related employee expenses were$27.2 million for the nine months endedSeptember 30, 2020 compared to$22.7 million for the comparable period of 2019. The increase in salaries and related employee expenses is principally related to the increase in the number of employees from 89 employees as ofSeptember 30, 2019 to 102 as ofSeptember 30, 2020 . Water service-related expenses. Water service-related expenses were$11.2 million for the nine months endedSeptember 30, 2020 compared to$15.4 million for the comparable period of 2019. This decrease in expenses was principally the result of a decrease in fuel and equipment rental to source and transfer water as previously discussed and cost saving measures implemented during 2020. 18 -------------------------------------------------------------------------------- Tab le of Content s Legal and professional expenses. Legal and professional fees were$7.0 million for the nine months endedSeptember 30, 2020 compared to$15.2 million for the comparable period of 2019. Legal and professional fees for the nine months endedSeptember 30, 2020 principally related to our anticipated corporate reorganization. See further information regarding the anticipated corporate reorganization in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Corporate Reorganization" . Legal and professional fees for the nine months endedSeptember 30, 2019 principally related to the proxy contest to elect a new Trustee, the entry into and payments made under the settlement agreement datedJuly 30, 2019 and the conversion exploration committee. Land sales expenses. Land sales expenses were$2.8 million for the nine months endedSeptember 30, 2020 compared to$0.2 million for the comparable period of 2019. Land sales expenses represent expenses related to land sales and include cost basis and closing costs associated with land sales. Land sales expenses for the nine months endedSeptember 30, 2020 include$2.7 million of cost basis. Depreciation, depletion and amortization. Depreciation, depletion and amortization was$10.8 million for the nine months endedSeptember 30, 2020 compared to$5.3 million for the nine months endedSeptember 30, 2019 . The increase in depreciation, depletion and amortization is principally related to the Trust's investment in water service-related assets placed in service in 2020 and 2019 and to a lesser extent, additional depreciation expense related to the change in estimated useful lives of certain water service-related assets during the third quarter of 2019. Other income, net. Other income, net was$2.3 million and$1.8 million for the nine months endedSeptember 30, 2020 and 2019, respectively. Other income, net for the nine months endedSeptember 30, 2020 , includes a$1.2 million accrued insurance reimbursement related to legal fees incurred in 2019 associated with the proxy contest. Cash Flow Analysis
For the nine months ended
Cash flows provided by operating activities for the nine months endedSeptember 30, 2020 and 2019 were$161.4 million and$284.2 million , respectively. Cash flows provided by operating activities for the nine months endedSeptember 30, 2019 included proceeds from a$100 million land sale consummated inJanuary 2019 . The decrease in cash flows provided by operating activities was primarily related to decreased proceeds from land sales, oil and gas royalties, easements and other surface-related payments received and water sales and royalties collected during the nine months endedSeptember 30, 2020 . Cash flows used in investing activities were$25.2 million compared to$106.9 million for the nine months endedSeptember 30, 2020 and 2019, respectively. Acquisitions of land and purchases of fixed assets decreased a combined$93.7 million for the nine months endedSeptember 30, 2020 compared to the same period of 2019. This decrease was partially offset by the$11.9 million increase in the acquisition of royalty interests compared to the same periods. Cash flows used in financing activities were$124.1 million compared to$50.9 million for the nine months endedSeptember 30, 2020 and 2019, respectively. During the nine months endedSeptember 30, 2020 , the Trust paid total dividends of$124.1 million consisting of a regular cash dividend of$10.00 per Sub-share Certificate ("Sub-share") and a special dividend of$6.00 per Sub-share to each sub-shareholder of record at the close of business onMarch 9, 2020 . During the nine months endedSeptember 30, 2019 , the Trust paid total dividends of$46.5 million consisting of a regular cash dividend of$1.75 per Sub-share and a special dividend of$4.25 per Sub-share to each sub-shareholder of record at the close of business onMarch 8, 2019 .
Liquidity and Capital Resources
We continuously review our liquidity and capital resources. The Trust's principal sources of liquidity are its revenues from oil and gas royalties, easements and other surface-related income, and water and land sales. Our primary liquidity and capital requirements are for capital expenditures related to our Water Services and Operations segment, working capital and general corporate needs. If market conditions were to change, for instance due to the uncertainty created by the COVID-19 pandemic and/or the significant decline in oil prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced. Should this occur, we could seek alternative sources of funding, including potential future borrowing under a credit facility or other financing options. As ofSeptember 30, 2020 , we had cash and cash equivalents of$315.8 million that we expect to utilize, along with cash flow from operations, to provide capital to support the operation of our business, particularly TPWR, to potentially repurchase additional Sub-shares subject to market conditions, and for general corporate purposes. We currently believe that 19 -------------------------------------------------------------------------------- Tab le of Content s cash from operations, together with our cash and cash equivalents balances, will be enough to meet ongoing capital expenditures, working capital requirements and other cash needs for 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 2019 Annual Report on Form 10-K filed with theSEC onFebruary 27, 2020 . Our most critical accounting policies and estimates include our accrual of oil and gas royalties. 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 2019 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.
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