[X]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
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ACT
OF 1934.
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For
the quarterly period ended September 30,
2008
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
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ACT
OF 1934.
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NOT
APPLICABLE
(State
or Other Jurisdiction of Incorporation
or
Organization)
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75-0279735
(I.R.S.
Employer
Identification
No.)
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1700
Pacific Avenue, Suite 2770, Dallas, Texas
(Address
of Principal Executive Offices)
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75201
(Zip
Code)
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Large
Accelerated Filer
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¨
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Accelerated
Filer
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T
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||
Non-Accelerated
Filer
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¨
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Smaller
reporting company
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¨
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September
30,
2008
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December
31,
2007
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||||||
(Unaudited)
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||||||||
Assets
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||||||||
Cash
and cash equivalents
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$ | 10,964,302 | $ | 10,153,202 | ||||
Accrued
receivables
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2,640,282 | 1,540,341 | ||||||
Other
assets
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8,237 | 82,373 | ||||||
Prepaid
Federal income taxes
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-- | 62,914 | ||||||
Notes
receivable for land sales
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18,098,809 | 19,625,622 | ||||||
Water
wells, leasehold improvements, furniture and equipment
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||||||||
– at cost less accumulated
depreciation
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111,008 | 108,731 | ||||||
Real
estate acquired:
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||||||||
(10,793 acres at September 30,
2008 and 10,153 acres at December 31, 2007)
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1,161,504 | 1,083,552 | ||||||
Real
estate and royalty interests assigned through the 1888 Declaration
of Trust, no value assigned:
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||||||||
Land
(surface rights) situated in twenty counties in Texas
– 952,455 acres in 2008 and 954,660 acres in 2007
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– | – | ||||||
Town
lots in Loraine and Morita – 541 lots in 2008 and 628 lots
in Iatan,
Loraine and Morita in 2007
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– | – | ||||||
1/16
nonparticipating perpetual royalty interest in 386,988 acres in
2008 and
2007
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– | – | ||||||
1/128
nonparticipating perpetual royalty interest in 85,414 acres in
2008 and
2007
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– | – | ||||||
$ | 32,984,142 | $ | 32,656,735 | |||||
Liabilities
and Capital
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||||||||
Accounts
payable and accrued liabilities
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$ | 467,356 | $ | 1,142,444 | ||||
Federal
income taxes payable
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344,947 | -- | ||||||
Other
taxes payable
Unearned
revenues
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308,688 | 75,100 | ||||||
413,811 | 413,811 | |||||||
Deferred
taxes
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5,460,515 | 5,964,844 | ||||||
Pension
plan liability
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232,358 | 170,997 | ||||||
Total liabilities
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7,227,675 | 7,767,196 | ||||||
Capital:
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||||||||
Certificates of Proprietary
Interest, par value $100
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||||||||
each; outstanding 0
certificates
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– | – | ||||||
Sub-share Certificates in
Certificates of Proprietary
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||||||||
Interest, par value $.03 1/3
each; outstanding:
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||||||||
10,323,445 Sub-shares in 2008 and
10,488,375
Sub-shares in
2007
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– | – | ||||||
Accumulated other comprehensive
income (loss)
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(247,729 | ) | (257,842 | ) | ||||
Net proceeds from all
sources
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26,004,196 | 25,147,381 | ||||||
Total capital
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25,756,467 | 24,889,539 | ||||||
$ | 32,984,142 | $ | 32,656,735 |
Three
Months Ended
September
30,
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Nine
Months Ended
September
30,
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2008
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2007
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2008
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2007
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Income:
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||||||||||||||||
Rentals,
royalties and sundry income
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$ | 5,469,108 | $ | 2,785,644 | $ | 14,436,651 | $ | 8,385,051 | ||||||||
Land
sales
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184,400 | 1,857,664 | 823,440 | 1,857,664 | ||||||||||||
Interest
income from notes receivable
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339,415 | 365,460 | 1,040,733 | 1,105,006 | ||||||||||||
5,992,923 | 5,008,768 | 16,300,824 | 11,347,721 | |||||||||||||
Expenses:
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||||||||||||||||
Taxes,
other than Federal income taxes
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314,571 | 159,356 | 982,625 | 500,794 | ||||||||||||
Basis
in real estate sold
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-- | 693,454 | -- | 693,454 | ||||||||||||
General
and administrative expenses
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587,937 | 573,478 | 1,657,798 | 1,746,705 | ||||||||||||
902,508 | 1,426,288 | 2,640,423 | 2,940,953 | |||||||||||||
Operating
income
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5,090,415 | 3,582,480 | 13,660,401 | 8,406,768 | ||||||||||||
Interest
income earned from investments
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41,255 | 76,064 | 204,579 | 283,008 | ||||||||||||
Income
before Federal income taxes
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5,131,670 | 3,658,544 | 13,864,980 | 8,689,776 | ||||||||||||
Federal
income taxes
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1,538,156 | 1,123,409 | 4,123,087 | 2,611,077 | ||||||||||||
Net
income
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$ | 3,593,514 | $ | 2,535,135 | $ | 9,741,893 | $ | 6,078,699 | ||||||||
Average
number of sub-share certificates
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||||||||||||||||
and
equivalent sub-share certificates
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||||||||||||||||
outstanding
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10,367,017 | 10,530,958 | 10,406,889 | 10,559,717 | ||||||||||||
Basic
and dilutive earnings per sub-share certificate
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$ | .35 | $ | .24 | $ | .94 | $ | .58 | ||||||||
Cash
dividends per sub-share certificate
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$ | – | $ | – | $ | .18 | $ | .16 |
Nine
Months
Ended
September 30,
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||||||||
2008
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2007
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|||||||
Cash
flows from operating activities:
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||||||||
Net income
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$ | 9,741,893 | $ | 6,078,699 | ||||
Adjustments to reconcile net
income to net
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||||||||
cash provided by operating
activities:
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Deferred taxes
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(504,329 | ) | (424,472 | ) | ||||
Depreciation and
amortization
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23,400 | 26,100 | ||||||
Changes in operating assets
and liabilities:
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||||||||
Accrued receivables and other
assets
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(1,025,805 | ) | (389,073 | ) | ||||
Real estate
acquired
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(77,952 | ) | 693,455 | |||||
Notes receivable for land
sales
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1,526,813 | 666,543 | ||||||
Accounts payable, accrued
expenses
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||||||||
and other
liabilities
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(370,026 | ) | 417,493 | |||||
Federal income taxes
payable
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407,861 | (227,250 | ) | |||||
Net cash provided by operating
activities
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9,721,855 | 6,841,495 | ||||||
Cash
flows from investing activities:
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Purchase of fixed
assets
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(25,677 | ) | (34,547 | ) | ||||
Net cash used in investing
activities
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(25,677 | ) | (34,547 | ) | ||||
Cash
flows from financing activities:
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Purchase of Sub-share
Certificates in Certificates of
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||||||||
Proprietary
Interest
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(7,000,410 | ) | (5,031,753 | ) | ||||
Dividends paid
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(1,884,668 | ) | (1,696,780 | ) | ||||
Net cash used in financing
activities
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(8,885,078 | ) | (6,728,533 | ) | ||||
Net increase in cash and
cash
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||||||||
equivalents
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811,100 | 78,415 | ||||||
Cash
and cash equivalents at beginning of period
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10,153,202 | 8,524,177 | ||||||
Cash
and cash equivalents at end of period
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$ | 10,964,302 | $ | 8,602,592 |
(1)
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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, 2008 and the results of its
operations for the three month and nine month periods ended September 30,
2008 and 2007, respectively, and its cash flows for the nine month periods
ended September 30, 2008 and 2007, respectively. The financial
statements and footnotes included herein should be read in conjunction
with the Trust’s annual financial statements as of December 31, 2007 and
2006 and for each of the years in the three year period ended December 31,
2007 included in the Trust’s Annual Report on Form 10-K for the year ended
December 31, 2007.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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The
results of operations for the three month and nine month periods ended
September 30, 2008 are not necessarily indicative of the results to be
expected for the full year.
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(6)
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The
Trust invests cash in excess of daily requirements primarily in bank
deposit and savings accounts, temporary cash investments in loan
participation agreements 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.
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2008
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2007
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Federal
income taxes paid
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$4,225,000
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$3,271,068
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(7)
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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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(8)
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On
June 20, 2007, the Trustees of the Trust authorized a five-for-one split
of its Sub-share certificates. The additional Sub-shares
resulting from the split were distributed on July 12,
2007. Sub-share and per Sub-share amounts reflected throughout
the unaudited financial statements and the notes thereto have been
retroactively adjusted for the
split.
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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(c)
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During
the third quarter of 2008, the Trust repurchased Sub-share certificates as
follows:
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Period
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Total
Number of
Sub-shares
Purchased
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Average
Price
Paid
per Sub-
share
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Total
Number
of Sub-
shares
Purchased as
Part
of
Publicly
Announced
Plans
or
Programs
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Maximum
Number
(or
Approximate
Dollar
Value) of
Sub-shares
that
May
Yet Be
Purchased
Under
the
Plans or
Programs
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July
1, through July 31, 2008
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26,106
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$44.34
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–
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–
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August
1, through August 31, 2008
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8,276
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$39.69
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–
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–
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September
1, through September 30, 2008
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35,083
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$39.44
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–
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–
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Total
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69,465*
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$41.31
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–
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–
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31.1
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Rule
13a-14(a) Certification of Chief Executive
Officer.
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31.2
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Rule
13a-14(a) Certification of Chief Financial
Officer.
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32.1
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Certification
of Chief Executive Officer furnished pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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32.2
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Certification
of Chief Financial Officer furnished pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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TEXAS PACIFIC LAND TRUST
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(Registrant)
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Date: November
6, 2008
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By:
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/s/ Roy Thomas | |
Roy
Thomas, General Agent,
Authorized
Signatory and Chief Executive
Officer
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Date: November
6, 2008
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By:
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/s/ David M. Peterson | |
David
M. Peterson, Assistant General Agent,
and
Chief Financial Officer
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EXHIBIT
NUMBER
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DESCRIPTION
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31.1
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Rule
13a-14(a) Certification of Chief Executive Officer.
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31.2
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Rule
13a-14(a) Certification of Chief Financial Officer.
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32.1
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Certification
of Chief Executive Officer furnished pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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32.2
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Certification
of Chief Financial Officer furnished pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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