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Organization and Nature of Operations
6 Months Ended
Jun. 30, 2024
Organization and Nature of Operations
1.
Organization and Nature of Operations

DBR Land Holdings LLC (“Holdings” and, together with its subsidiaries, the “Company,” “we,” “our” and “us”) was formed in September 2021. WaterBridge NDB LLC (“NDB LLC”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 20, 2021 (the “LLC Agreement”).

On October 15, 2021, the Company acquired 100% of the outstanding capital stock of Hanging H Ranch, Inc. Immediately following the acquisition, Hanging H Ranch, Inc. merged with one of its wholly-owned subsidiaries and the surviving entity was named Delaware Basin Ranches Inc. (“DBR Inc.”).

On January 1, 2022, DBR REIT LLC (“DBR REIT”), a wholly-owned subsidiary of the Company and the parent company of DBR Inc., elected to be taxed as a real estate investment trust (“REIT”) under federal income tax laws. DBR REIT qualifies as a REIT under the applicable requirements of the Internal Revenue Code of 1986, as amended (“IRC”). A REIT is a pass-through entity. There is no tax imposed at the REIT level as long as the REIT complies with the applicable tax rules and avails itself of the opportunity to reduce its taxable income through distributions. A REIT must comply with a number of organizational and operational requirements, including a requirement that it must pay at least 90% of its taxable income to its stockholders.

The Company, through its subsidiaries, owns surface acreage in the Delaware Basin across Andrews, Loving, Reeves, Pecos and Winkler Counties in Texas and Eddy and Lea Counties in New Mexico and owns crude oil and natural gas mineral interests in the Delaware Basin across Loving and Reeves Counties, Texas.

The Company generates revenues primarily from use of its surface acreage, the sale of resources from its land and oil and natural gas royalties. The use of surface acreage generally includes easements or leases and various surface use royalties. Sale of resources generally includes sales of brackish water and other surface composite materials. Our assets consist mainly of fee surface acreage, oil and natural gas mineral interest, brackish water wells and ponds and related facilities.

The Company is headquartered in Houston, Texas.

LandBridge Company LLC  
Organization and Nature of Operations Organization

LandBridge Company LLC (the “Company,” “LandBridge,” “we,” “our” and “us”) was formed on September 27, 2023 as a Delaware limited liability company. WaterBridge NDB LLC (“NDB LLC”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 27, 2023 (the “LLC Agreement”).

On July 1, 2024, immediately prior to the Offering (as defined below), NDB LLC was divided into two Delaware limited liabilities in accordance with a plan of division: (i) NDB LLC and (ii) LandBridge Holdings LLC (“LandBridge Holdings”), a new Delaware limited liability company created by, and resulting from, the division (collectively, the “Division”). As a result of the Division, LandBridge Holdings became the sole member of the Company and entered into an Amended & Restated Limited Liability Company Agreement, dated July 1, 2024 (the “A&R LLC Agreement”) in connection with the Offering.

On July 1, 2024, immediately following the Division, the Company closed the offering of 14,500,000 Class A shares representing limited liability company interests (“Class A shares”) at a price to the public of $17.00 per share (the “Offering”). In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 2,175,000 Class A shares at the public offering price, which the underwriters’ exercised in full on July 1, 2024. In addition to the Class A shares sold in the Offering, on July 1, 2024, LandBridge sold 750,000 Class A shares at a price of $17.00 per Class A share in a concurrent private placement to an accredited investor (the “concurrent private placement”). See Note 5 – Subsequent Events for additional information related to the Offering and concurrent private placement.

The Company is a holding company and its principal asset is membership interests in OpCo. As the managing member of OpCo, the Company operates and controls all of the business and affairs of OpCo, and through OpCo and its subsidiaries, conducts its business. As a result, beginning in the third quarter of 2024, the Company will consolidate the financial results of OpCo and report noncontrolling interest related to the portion of OpCo Units not owned by the Company, which will reduce net income attributable to the Company’s Class A shareholders.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenues, or more than $700.0 million in market value of our common shares held by non-affiliates or issue more than $1.0 billion of non-convertible debt securities over a three-year period.