tpl_10q-033113.htm


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 March 31, 2013
 
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 Pacific 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  R        No  ¨
 
Indicate by check mark whether the registrant 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  R        No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large Accelerated Filer
¨
 
Accelerated Filer
R
Non-Accelerated Filer
¨
 
Smaller reporting company
¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨        No  R
 


 
 

 
 
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, 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, 2012, 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.
 
 
 

 

PART I. FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
TEXAS PACIFIC LAND TRUST
BALANCE SHEETS

   
March 31,
2013
   
December 31,
2012
 
   
(Unaudited)
       
 
Assets
           
Cash and cash equivalents
  $ 9,943,639     $ 8,424,907  
Accrued receivables
    3,191,841       2,700,855  
Other assets
    88,957       82,082  
Prepaid income taxes
          416,882  
Notes receivable for land sales
    8,038,628       8,370,984  
Water wells, vehicles, furniture, and equipment - at cost less accumulated depreciation
    62,008       66,103  
Real estate acquired:
               
(10,125 acres at March 31, 2013 and December 31, 2012)
    1,125,059       1,125,059  
Real estate and royalty interests assigned through the 1888 Declaration of Trust, no value assigned:
               
                 
Land (surface rights) situated in eighteen counties in Texas – 911,435 acres in 2013 and 911,491 acres in 2012
           
                 
Town lots in Loraine – 318 lots in 2013 and in 2012
           
                 
1/16 nonparticipating perpetual royalty interest in 373,777 acres in 2013 and 2012
           
                 
1/128 nonparticipating perpetual royalty interest in 85,414 acres in 2013 and 2012
           
    $ 22,450,132     $ 21,186,872  
                 
Liabilities and Capital
               
                 
Accounts payable and accrued expenses
  $ 991,060     $ 1,075,256  
Income taxes payable
    1,644,380       240,887  
Other taxes payable
    125,286       108,816  
Unearned revenue
    1,068,388       1,017,693  
Deferred taxes
    2,169,760       2,274,496  
Pension plan liability
    576,025       873,579  
Total liabilities
    6,574,899       5,590,727  
                 
Capital:
               
Certificates of Proprietary Interest, par value $100 each; outstanding 0 Certificates
           
Sub-share Certificates in Certificates of Proprietary Interest, par value $.03 1/3 each; outstanding: 8,724,900 Sub-shares in 2013 and 8,795,258 Sub-shares in 2012
           
Other comprehensive income (loss)
    (935,814 )     (953,965 )
Net proceeds from all sources
    16,811,047       16,550,110  
Total capital
    15,875,233       15,596,145  
    $ 22,450,132     $ 21,186,872  
 
See accompanying notes to financial statements.
 
 
1

 
 
TEXAS PACIFIC LAND TRUST
STATEMENTS OF INCOME AND TOTAL COMPREHENSIVE INCOME
(Unaudited)

   
Three Months Ended
March 31,
 
   
2013
   
2012
 
Income:
           
Rentals, royalties and sundry income
  $ 6,463,508     $ 5,825,521  
Land sales
    113,000       3,567,000  
Interest income from notes receivable
    147,275       182,361  
      6,723,783       9,574,882  
Expenses:
               
Taxes, other than income taxes
    241,587       243,615  
General and administrative expenses
    641,557       558,178  
      883,144       801,793  
Operating income
    5,840,639       8,773,089  
Interest income earned from investments
    3,071       5,197  
                 
Income before income taxes
    5,843,710       8,778,286  
Income taxes
    1,705,866       2,840,031  
Net income
  $ 4,137,844     $ 5,938,255  
Other comprehensive income – periodic pension costs, net of income taxes of $9,773 and $6,117, respectively
    18,150       11,360  
Total comprehensive income
  $
4,155,994
    $ 5,949,615  
                 
Average number of sub-share certificates and equivalent sub-share certificates outstanding
    8,755,321       9,122,337  
                 
Basic and dilutive earnings per sub-share certificate on net income
  $ .47     $ .65  
                 
Cash dividends per sub-share certificate
  $ ––     $ .23  

See accompanying notes to financial statements.
 
 
2

 

TEXAS PACIFIC LAND TRUST
STATEMENTS OF CASH FLOWS
(Unaudited)

   
Three Months
Ended March 31,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net income
  $ 4,137,844     $ 5,938,255  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Deferred taxes
    (104,736 )     (99,356 )
Depreciation and amortization
    4,095       3,021  
Changes in operating assets and liabilities:
               
Accrued receivables and other assets
    (497,861 )     669,122  
Prepaid income taxes
    416,882       ––  
Notes receivable for land sales
    332,356       306,217  
Accounts payable, accrued expenses and other liabilities
    (296,434 )     (70,468 )
Income taxes payable
    1,403,493       1,821,941  
Net cash provided by operating activities
    5,395,639       8,568,732  
                 
Cash flows from investing activities:
               
Purchase of fixed assets
    ––       (24,697 )
Net cash used in investing activities
    ––       (24,697 )
                 
Cash flows from financing activities:
               
Purchase of Sub-share Certificates in Certificates of Proprietary Interest
    (3,876,907 )     (4,823,322 )
Dividends paid
    ––       (2,091,907 )
Net cash used in financing activities
    (3,876,907 )     (6,915,229 )
                 
Net increase in cash and cash equivalents
    1,518,732       1,628,806  
                 
Cash and cash equivalents, beginning of period
    8,424,907       13,029,578  
                 
Cash and cash equivalents, end of period
  $ 9,943,639     $ 14,658,384  

See accompanying notes to financial statements.
 
 
3

 
 
TEXAS PACIFIC LAND TRUST
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
March 31, 2013
 
(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 March 31, 2013 and the results of its operations for the three month periods ended March 31, 2013 and 2012, respectively, and its cash flows for the three month periods ended March 31, 2013 and 2012, respectively.  The financial statements and footnotes included herein should be read in conjunction with the Trust’s annual financial statements as of December 31, 2012 and 2011 and for each of the years in the three year period ended December 31, 2012 included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012.
 
(2)           We evaluate events that occur after the balance sheet date but before financial statements are, or are available to be, issued to determine if a material event requires our amending the financial statements or disclosing the event.  We evaluated subsequent events through May 7, 2013, the date we issued these financial statements.
 
(3)           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.
 
(4)           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.
 
(5)           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.
 
(6)           The results of operations for the three month period ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year.
 
(7)           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 three month periods ended March 31, 2013 and 2012 is summarized as follows:

   
2013
   
2012
 
             
Income taxes paid
  $ ––     $ 1,123,563  
 
 
4

 
 
(8)           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.  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 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.
 
(9)           In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220):  Presentation of Comprehensive Income” (“ASU 2011-05”).  ASU 2011-05 amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income:  (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income.  ASU No. 2011-05 requires retrospective application, and it is effective for fiscal years beginning after December 15, 2011.  We adopted the provisions of ASU 2011-05 as of January 1, 2012 using the single continuous statement presentation.  The adoption of this guidance did not have a material effect on our financial statements.
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
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, 2012, (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.
 
Results of Operations for the Quarter Ended March 31, 2013 Compared to the Quarter Ended March 31, 2012
 
Earnings per Sub-share certificate were $.47 for the first quarter of 2013, compared to $.65 for the first quarter of 2012.  Total operating and investing revenues were $6,726,854 for the first quarter of 2013 compared to $9,580,079 for the first quarter of 2012, a decrease of 29.8%.  This decrease in revenue and earnings was due primarily to a decrease in land sales and, to a significantly lesser extent, decreases in gas royalty revenue and interest income from notes receivable. These decreases were partially offset by increases in oil royalty revenue and easement and sundry income.
 
In the first quarter of 2013 the Trust sold approximately 56.4 acres for a total of $113,000, or approximately $2,004 per acre.  In the first quarter of 2012 the Trust sold approximately 5,460 acres for a total of $3,567,000, or approximately $653 per acre.
 
Rentals, royalties and sundry income were $6,463,508 during the first quarter of 2013, compared to $5,825,521 for the first quarter of 2012, an increase of 11.0%.  This increase resulted primarily from increases in oil royalty revenue and easement and sundry income, which were partially offset by a decrease in gas royalty revenue.
 
 
5

 
 
Oil and gas royalty revenue was $3,994,691 for the first quarter of 2013, compared to $3,433,826 for the first quarter of 2012, an increase of 16.3%.  Oil royalty revenue was $3,591,741 for the first quarter of 2013, an increase of 26.2% from the first quarter of 2012 when oil royalty revenue was $2,846,572.  The average price per royalty barrel of crude oil during the first quarter of 2013 was 13.6% lower than the average price prevailing during the first quarter of 2012.  This price decrease, however, was more than offset by an increase of 46.0% in crude oil production subject to the Trust’s royalty interest in the first quarter of 2013 compared to the first quarter of 2012.  Gas royalty revenue was $402,950 for the first quarter of 2013, a decrease of 31.4% from the first quarter of 2012 when gas royalty revenue was $587,254.  This decrease in gas royalty revenue resulted from a price decrease of 40.8% in the first quarter of 2013 compared to the first quarter of 2012, which more than offset a volume increase of 15.8%.
 
Easement and sundry income was $2,353,498 for the first quarter of 2013, an increase of 2.5% compared to the first quarter of 2012 when easement and sundry income was $2,295,908.  This increase resulted primarily from increases in sundry lease rental income and pipeline easement income caused by an increase in drilling and exploration activity on land owned by the Trust. This category of income is unpredictable and may vary significantly from quarter to quarter.
 
Interest income, including interest on investments, was $150,346 for the first quarter of 2013 compared to $187,558 for the first quarter of 2012, a decrease of 19.8%.  Interest on notes receivable for the first quarter of 2013 was $147,275, a decrease of 19.2% compared to the first quarter of 2012 when interest on notes receivable was $182,361.  As of March 31, 2013, notes receivable for land sales were $8,038,628 compared to $10,047,886 at March 31, 2012, a decrease of 20.0%.  Interest income earned from investments was $3,071 for the first quarter of 2013, a decrease of 40.9% from the first quarter of 2012.  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, decreased 0.8% for the first quarter of 2013 compared to the first quarter of 2012.  This decrease is primarily attributable to a decrease in ad valorem taxes, which was partially offset by an increase in oil production taxes which resulted from the increase in oil royalty revenue discussed above.
 
General and administrative expenses for the first quarter of 2013 were up 14.9%, compared to the first quarter of 2012.  This was primarily due to an increase in legal expenses.
 
Liquidity and Capital Resources
 
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.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
There have been no material changes in the information related to market risk of the Trust since December 31, 2012.
 
Item 4.  Controls and Procedures
 
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.
 
 
6

 
 
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.
 
 
7

 
 
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 to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2012.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(c)
During the first quarter of 2013, 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, 2013
  39,364       $ 53.65          
February 1, through February 28, 2013
  14,268       $ 53.73          
March 1, through March 31, 2013
  16,726       $ 59.70          
Total
  70,358 *     $ 55.10          
 
*  The Trust purchased and retired 70,358 Sub-shares in the open market.
 
 
8

 
 
Item 6.  Exhibits
 
 
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.SCH
XBRL Taxonomy Extension Schema

 
101.CAL
XBRL Taxonomy Extension Calculation

 
101.DEF
XBRL Taxonomy Extension Definition

 
101.LAB
XBRL Taxonomy Extension Labels

 
101.PRE
XBRL Taxonomy Extension Presentation
 
 
9

 
 
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)
 
 
Date:  May 7, 2013
By:
/s/ Roy Thomas
   
Roy Thomas, General Agent,
Authorized Signatory and Chief Executive Officer
   
   
Date:  May 7, 2013
By:
/s/ David M. Peterson
   
David M. Peterson, Assistant General Agent,
and Chief Financial Officer
 
 
10

 
 
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.SCH   XBRL Taxonomy Extension Schema
       
  101.CAL    XBRL Taxonomy Extension Calculation
       
  101.DEF   XBRL Taxonomy Extension Definition
       
  101.LAB   XBRL Taxonomy Extension Labels
       
  101.PRE   XBRL Taxonomy Extension Presentation
                 
 
11