UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
_____________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |||
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For the quarterly period ended September 30, 2006 |
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |||
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For the transition period from ______ to ______ |
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Commission File Number: 1-737
Texas Pacific Land Trust
(Exact Name of Registrant as Specified in Its Charter)
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NOT APPLICABLE |
75-0279735 |
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(State or Other Jurisdiction of Incorporation |
(I.R.S. Employer |
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or Organization) |
Identification No.) | |||||
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1700 Pacific Avenue, Suite 1670, Dallas, Texas |
75201 |
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(Address of Principal Executive Offices) |
(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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer |
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Accelerated Filer |
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Non-Accelerated Filer |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
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, 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 to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2005, 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.
| ASSETS | September 30, 2006 |
December 31, 2005 | ||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) |
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| Cash | $ | 327,500 | $ | 226,984 | ||||
| Temporary cash investments - at cost which approximates market | 14,000,000 | 9,400,000 | ||||||
| Accounts receivable | 978,850 | 902,211 | ||||||
| Accrued interest receivable | 154,154 | 212,710 | ||||||
| Prepaid expenses | 225,870 | 320,481 | ||||||
| Notes receivable for land sales | 17,462,895 | 19,083,848 | ||||||
| Real estate acquired: | ||||||||
| (10,564 acres at September 30, 2006 and 12,119 acres at December 31, 2005) |
1,777,007 | 1,838,325 | ||||||
| Water wells, leasehold improvements, furniture and equipment - at cost less accumulated depreciation | 125,775 | 91,764 | ||||||
| Prepaid Federal income taxes | – | 228,570 | ||||||
| Property, no value assigned: | ||||||||
| Land (surface rights) situated in twenty counties in Texas - 968,602 acres in 2006 and 971,449 acres in 2005 | – | – | ||||||
| Town lots in Iatan, Loraine and Morita - 628 lots in 2006 and 2005 | – | – | ||||||
| 1/16 nonparticipating perpetual royalty interest in 386,988 acres in 2006 and 2005 | – | – | ||||||
| 1/128 nonparticipating perpetual royalty interest in 85,414 acres in 2006 and 2005 | – | – | ||||||
| $ | 35,052,051 | $ | 32,304,893 | |||||
| LIABILITIES AND CAPITAL | ||||||||
| Federal income taxes payable | $ | 392,106 | $ | – | ||||
| Other taxes payable | 166,035 | 54,822 | ||||||
| Other liabilities | 640,101 | 727,911 | ||||||
| Escrow deposits on land sales | 34,000 | – | ||||||
| Deferred revenue | 200,000 | 100,000 | ||||||
| Deferred taxes | 6,282,533 | 6,808,490 | ||||||
| Total liabilities | 7,714,775 | 7,691,223 | ||||||
| Capital: | ||||||||
| Certificates of Proprietary Interest, par value $100 each; no certificates outstanding in 2006 and 2005 | – | – | ||||||
| Sub-share Certificates in Certificates of Proprietary Interest, par value $.16 2/3 each; outstanding: | ||||||||
| 2,133,775 sub-shares in 2006 and 2,158,575 sub-shares in 2005 | – | – | ||||||
| Net proceeds from all sources | 27,337,276 | 24,613,670 | ||||||
| Total capital | 27,337,276 | 24,613,670 | ||||||
| $ | 35,052,051 | $ | 32,304,893 | |||||
See accompanying notes to financial statements.
2
TEXAS PACIFIC LAND TRUST
STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 |
2005 |
2006 |
2005 | |||||||||||
| Income: | ||||||||||||||
| Rentals, royalties and sundry income | $ | 3,408,609 | $ | 2,409,478 | $ | 10,291,694 | $ | 6,868,842 | ||||||
| Land sales | 907,456 | 1,691,883 | 1,623,573 | 2,986,748 | ||||||||||
| Interest | 486,474 | 421,715 | 1,398,518 | 1,311,967 | ||||||||||
| 4,802,539 | 4,523,076 | 13,313,785 | 11,167,557 | |||||||||||
| Expenses: | ||||||||||||||
| Taxes, other than Federal income taxes | 161,451 | 166,204 | 516,489 | 483,530 | ||||||||||
| Basis in real estate sold | - | - | 61,318 | - | ||||||||||
| General and administrative expenses | 462,955 | 590,845 | 1,431,619 | 1,568,342 | ||||||||||
| 624,406 | 757,049 | 2,009,426 | 2,051,872 | |||||||||||
| Income before Federal income taxes | 4,178,133 | 3,766,027 | 11,304,359 | 9,115,685 | ||||||||||
| Federal income taxes | 1,320,431 | 1,165,224 | 3,534,719 | 2,784,106 | ||||||||||
| Net income | $ | 2,857,702 | $ | 2,600,803 | $ | 7,769,640 | $ | 6,331,579 | ||||||
| Average number of sub-share certificates and equivalent sub-share certificates outstanding | 2,140,175 | 2,174,925 | 2,146,531 | 2,179,617 | ||||||||||
| Basic and dilutive earnings per sub-share certificate | $ | 1.34 | $ | 1.20 | $ | 3.62 | $ | 2.90 | ||||||
| Cash dividends per sub-share certificate | $ | – | $ | – | $ | .65 | $ | .55 | ||||||
See accompanying notes to financial statements.
3
TEXAS PACIFIC LAND TRUST
STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2006 |
2005 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 7,769,640 | $ | 6,331,579 | ||||
| Adjustments to reconcile net income to net | ||||||||
| cash provided by operating activities: | ||||||||
| Depreciation | 21,600 | 20,700 | ||||||
| Deferred taxes | (525,957 | ) | (1,032,949 | ) | ||||
| (Increase) decrease in assets: | ||||||||
| Accounts receivable | (76,639 | ) | (46,936 | ) | ||||
| New notes receivable from land sales | (1,047,773 | ) | (1,150,990 | ) | ||||
| Payments received on notes receivable | 2,668,726 | 4,323,279 | ||||||
| Accrued interest receivable | 58,556 | 71,517 | ||||||
| Prepaid Federal income taxes | 228,570 | (115,938 | ) | |||||
| Prepaid expenses | 94,611 | 90,773 | ||||||
| Real estate acquired | 61,318 | (315,501 | ) | |||||
| Increase in liabilities: | ||||||||
| Federal income taxes payable | 392,106 | – | ||||||
| Other taxes payable | 111,213 | 134,173 | ||||||
| Escrow deposits on land sales | 34,000 | 4,052 | ||||||
| Other liabilities and deferred revenue | 12,190 | 102,421 | ||||||
| Total adjustments | 2,032,521 | 2,084,601 | ||||||
| Net cash provided by operating activities | 9,802,161 | 8,416,180 | ||||||
| Cash flows from investing activities: | ||||||||
| Additions to water wells, leasehold improvements, furniture and equipment | (55,611 | ) | (33,697 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Sub-shares purchased for retirement | (3,645,040 | ) | (3,913,210 | ) | ||||
| Dividends paid | (1,400,994 | ) | (1,203,386 | ) | ||||
| Net cash used by financing activities | (5,046,034 | ) | (5,116,596 | ) | ||||
| Net increase in cash and cash equivalents | 4,700,516 | 3,265,887 | ||||||
| Cash and cash equivalents at beginning of period | 9,626,984 | 5,942,945 | ||||||
| Cash and cash equivalents at end of period | $ | 14,327,500 | $ | 9,208,832 | ||||
See accompanying notes to financial statements.
4
| (1) | In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of Texas Pacific Land Trust (the “Trust”) as of September 30, 2006 and the results of its operations for the three month and nine month periods ended September 30, 2006 and 2005, respectively, and its cash flows for the nine month periods ended September 30, 2006 and 2005, respectively. The financial statements and footnotes included herein should be read in conjunction with the Trust’s annual financial statements as of December 31, 2005 and 2004 and for each of the years in the three year period ended December 31, 2005 included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2005. |
| (2) | 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. |
| (3) | The Sub-shares and the Certificates of Proprietary Interest are freely interchangeable in the ratio of one Certificate of Proprietary Interest for 600 Sub-shares or 600 Sub-shares for one Certificate of Proprietary Interest. |
| (4) | The Trust’s effective Federal income tax rate is less than the 34% statutory rate because taxable income is reduced by statutory percentage depletion allowed on mineral royalty income. |
| (5) | The results of operations for the three month and nine month periods ended September 30, 2006 are not necessarily indicative of the results to be expected for the full year. |
| (6) | The Trust invests cash in excess of daily requirements primarily in overnight investments in loan participation instruments and U. S. Treasury bills 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 nine month periods ended September 30, 2006 and 2005 is summarized as follows: |
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2006 |
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2005 |
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Federal income taxes paid |
$3,440,000 |
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$3,933,000 |
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| (7) | SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way public business enterprises are to report information about operating segments. SFAS No. 131 utilizes the management approach as a basis for identifying reportable segments. 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 conveyed to the Trust in 1888. The Trust’s management makes decisions about resource allocation and performance assessment based on the same |
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| financial information presented in these financial statements. Managing the land includes sales and leases of such land, and the retention of oil and gas royalties. |
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 to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2005, (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” and “believes”, or similar expressions, when used in this Form 10-Q or other filings with the Securities and Exchange Commission, are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Earnings per sub-share certificate were $1.34 for the third quarter of 2006 compared to $1.20 for the third quarter of 2005. Total revenues were $4,802,539 for the third quarter of 2006 compared to $4,523,076 for the third quarter of 2005, an increase of 6.2%. This increase in revenue and earnings was due primarily to an increase in sundry income and, to a lesser extent, increases in oil royalty revenue and interest revenue, which more than offset decreases in land sales and gas royalty revenue during the third quarter of 2006 compared to the third quarter of 2005.
In the third quarter of 2006, land sales totaled $907,456, representing the sale of 890 acres at an average price of approximately $1,020 per acre. In the comparable period of 2005, land sales totaled $1,691,883, representing the sale of 1,478 acres at an average price of approximately $1,145 per acre.
Rentals, royalties and sundry income were $3,408,609 for the third quarter of 2006 compared to $2,409,478 for the third quarter of 2005, an increase of 41.5%. This increase resulted primarily from an increase in sundry income and, to a lesser extent, an increase in oil and gas royalty income. The increase in sundry revenue was attributable to increased seismic activity. The increase in oil and gas royalty revenue was attributable to the higher market prices for oil and gas which prevailed during the third quarter of 2006 compared to the third quarter of 2005, which more than offset decreases in the volumes of oil and gas production in the 2006 period.
Oil and gas royalty revenue was $2,141,586 for the third quarter of 2006, compared to $2,064,879 for the third quarter of 2005, an increase of 3.7%. Oil royalty revenue was $1,564,904 for the third quarter of 2006, an increase of 12.0% from the third quarter of 2005. Although crude oil production subject to the Trust’s royalty interest decreased 10.7% in the third quarter of 2006, this decrease in the volume of production was more than offset by a 25.4% increase in the average price per royalty barrel of crude oil in the 2006 third quarter compared to the 2005 third quarter. Gas royalty revenue was $576,682 for the third quarter of 2006, a decrease of 13.6% from the third quarter of 2005, resulting from a decrease of 17.6% in the volume of gas produced, which was only partially offset by a price increase of 4.9%.
Easement and sundry income was $1,151,464 for the third quarter of 2006, an increase of 409.4% from the third quarter of 2005. The increase in sundry income was primarily attributable to increased seismic activity. This category of income is unpredictable and may vary significantly from quarter to quarter.
6
Interest revenue was $486,474 for the third quarter of 2006 compared to $421,715 for the third quarter of 2005, an increase of 15.4%. Interest income is comprised of interest on notes receivable from land sales and sundry interest from short term investments of cash on hand. Interest on notes receivable was $319,567 for the third quarter of 2006 compared to $339,027 for the third quarter of 2005, a decrease of 5.7%. As of September 30, 2006 notes receivable were $17,462,895 compared to $19,079,395 at September 30, 2005, a decrease of 8.5%. Sundry interest was $166,907 for the third quarter of 2006 compared to $82,688 for the third quarter of 2005, an increase of 101.9%. Sundry interest fluctuates based on cash on hand for investment and interest rates on short term investments.
Taxes, other than Federal income taxes decreased 2.9% for the third quarter of 2006 compared to the third quarter of 2005.
General and administrative expenses decreased 21.6% for the third quarter of 2006 compared to the third quarter of 2005, primarily due to a decrease in professional fees.
Earnings per sub-share certificate were $3.62 for the first nine months of 2006 compared to $2.90 for the first nine months of 2005. Total revenues were $13,313,785 for the first nine months of 2006 compared to $11,167,557 for the first nine months of 2005, an increase of 19.2%. This increase in revenue and earnings was due primarily to an increase in sundry income and, to a lesser extent, increases in oil and gas royalty revenue and interest income, which more than offset a decrease in land sales during the first nine months of 2006 compared to the first nine months of 2005.
In the first nine months of 2006, land sales totaled $1,623,573, representing the sale of 4,269 acres at an average price of approximately $380 per acre. In the comparable period of 2005, land sales totaled $2,986,748, representing the sale of 11,453 acres at an average price of approximately $261 per acre.
Rentals, royalties, and sundry income were $10,291,694 for the first nine months of 2006 compared to $6,868,842 for the first nine months of 2005, an increase of 49.8%. This increase resulted primarily from an increase in sundry income and, to a lesser extent, an increase in oil and gas royalty revenue. The increase in sundry income resulted both from a one-time payment received by the Trust from an oil company during the second quarter of 2006 in settlement of a claim by the Trust for damages to property leased to the oil company by the Trust and from increased seismic activity during the first nine months of 2006. The increase in oil and gas royalty revenue was attributable to the higher market prices for oil and gas which prevailed during the first nine months of 2006 compared to the first nine months of 2005, which more than offset decreases in the volume of production of oil and gas in the 2006 period.
Oil and gas royalty revenue was $6,696,246 for the first nine months of 2006 compared to $5,807,918 for the first nine months of 2005, an increase of 15.3%. Oil royalty revenue was $4,495,323 for the first nine months of 2006, an increase of 14.8% from the first nine months of 2005. Although crude oil production subject to the Trust’s royalty interest decreased 11.9% in the first nine months of 2006, this decrease in the volume of production was more than offset by a 30.3% increase in the average price per royalty barrel of crude oil in the first nine months of 2006 compared to the first nine months of 2005. Gas royalty revenue was $2,200,923 for the first nine months of 2006, an increase of 16.3% from the first nine months of 2005, resulting from a price increase of 16.6%, which more than offset a decrease of 0.3% in the volume of gas produced.
Easement and sundry income was $3,212,620 for the first nine months of 2006, an increase of 380.9% from the first nine months of 2005. The increase in sundry income resulted primarily from a one-
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time payment in the amount of $1,308,000 received by the Trust from an oil company in settlement of a claim by the Trust for damages to property leased to the oil company by the Trust and an increase of $1,182,210 in seismic income. This category of income is unpredictable and may vary significantly from period to period.
Interest revenue was $1,398,518 for the first nine months of 2006 compared to $1,311,967 for the first nine months of 2005, an increase of 6.6%. Interest income is comprised of interest on notes receivable from land sales and sundry interest from short term investments of cash on hand. Interest on notes receivable for the first nine months of 2006 was $994,820, a decrease of $157,785, or 13.7%, from the comparable period of 2005. As of September 30, 2006, notes receivable from land sales were $17,462,895 compared to $19,079,395 at September 30, 2005, a decrease of 8.5%. Sundry interest was $403,698 for the first nine months of 2006, an increase of 153.3% from the first nine months of 2005. Sundry interest income fluctuates based on cash on hand for investment and interest rates on short-term investments.
Taxes, other than Federal income taxes, increased 6.8% for the first nine months of 2006 compared to the first nine months of 2005. This increase is attributable to an increase in oil and gas production taxes, which more than offset a decrease in ad valorem taxes associated with land sales. The increase in oil and gas production taxes, in turn, resulted primarily from the increased oil and gas royalty income occasioned by the higher oil and gas prices which prevailed during the first nine months of 2006 compared to the first nine months of 2005.
General and administrative expenses decreased 8.7% for the first nine months of 2006 compared to the first nine months of 2005, primarily due to a decrease in professional fees.
The Trust’s principal sources of liquidity are revenues from oil and gas royalties, lease rentals and receipts of interest and principal payments on the notes receivable arising from land sales. In the past, those sources have generated more than adequate amounts of cash to meet the Trust’s needs and, in the opinion of management, should continue to do so in the foreseeable future.
There have been no material changes in the information related to market risk of the Trust since December 31, 2005.
Pursuant to Rule 13a-15, management of the Trust under the supervision and with the participation of Roy Thomas, the Trust’s Chief Executive Officer, and David M. Peterson, 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. Thomas and Mr. Peterson 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 Company’s internal control over financial reporting.
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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 to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2005.
(c) During the third quarter of 2006, 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 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| July 1, through July 31, 2006 | 4,500 | $144.70 | – | – | ||||||||||
| August 1, through August 31, 2006 | 5,100 | $147.41 | – | – | ||||||||||
| September 1, through September 30, 2006 | 3,100 | $160.03 | – | – | ||||||||||
| Total | 12,700 | * | $149.53 | – | – | |||||||||
* The Trust purchased and retired 12,700 Sub-shares in the open market.
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Item 6. Exhibits
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31.1 |
Rule 13a-14(a) Certification of Chief Executive Officer. | |
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31.2 |
Rule 13a-14(a) Certification of Chief Financial Officer. |
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32.1 |
Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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32.2 |
Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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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.
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TEXAS PACIFIC LAND TRUST | |
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(Registrant) | |
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Date: November 8, 2006 |
By:/s/ Roy Thomas |
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Roy Thomas, General Agent, |
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Date: November 8, 2006 |
By:/s/ David M. Peterson |
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David M. Peterson, Assistant General Agent, |
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INDEX TO EXHIBITS
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EXHIBIT NUMBER |
DESCRIPTION |
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31.1 |
Rule 13a-14(a) Certification of Chief Executive Officer. |
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31.2 |
Rule 13a-14(a) Certification of Chief Financial Officer. |
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32.1 |
Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley |
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32.2 |
Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley |
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12 |