<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
------------------------------
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
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TEXAS PACIFIC LAND TRUST
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NOT APPLICABLE 75-0279735
- - --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
80 Broad Street, Suite 2700, New York, New York 10004
- - --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
212/269-2266
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- - --------------------------------------------------------------------------------
(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
--- ---
<PAGE> 2
Part I
FINANCIAL INFORMATION
TEXAS PACIFIC LAND TRUST
BALANCE SHEETS
MARCH 31, 1995 & DECEMBER 31, 1994
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1995 1994
- - ------ ----------- -----------
<S> <C> <C>
Cash $ 93,118 $ 232,843
Temporary cash investments 1,500,000 2,000,000
Accounts receivable 231,701 227,067
Accrued interest receivable 226,823 225,470
Prepaid expenses 33,855 48,365
Notes receivable 5,297,632 5,347,947
Real estate acquired through foreclosure:
28,140.75 acres. 6,844,336 6,844,336
Water wells, leasehold improvements, furniture and
equipment - at cost less accumulated depreciation 43,236 45,966
Property, no value assigned (Note 2):
Land (surface rights) situated in twenty-one counties in
Texas -- 1,096,906.34 acres in 1995 and 1,106,607.34
acres in 1994. -- --
Town lots in Iatan, Loraine and Morita --
628 lots in 1995 and 1994. -- --
1/16 nonparticipating perpetual royalty interest
in 386,987.70 acres in 1995 and 1994. -- --
1/128 nonparticipating perpetual royalty interest
in 85,413.60 acres in 1995 and 1994. -- --
----------- -----------
$14,270,701 $14,971,994
=========== ===========
LIABILITIES AND CAPITAL
-----------------------
Federal taxes on income $ 362,861 $ 218,708
Other taxes 96,369 13,084
Other liabilities 24,664 104,575
Escrow deposits on land sales 11,000 --
Deferred taxes 3,739,513 3,766,446
----------- -----------
Total liabilities 4,234,407 4,102,813
Capital (Note 3)
Certificates of Proprietary Interest, par value $100
each; outstanding one certificate in 1995 and 1994 -- --
Sub-share Certificates in Certificates of Proprietary
Interest, par value $.16 2/3 each; outstanding
3,049,505 sub-shares in 1995 and 3,075,305 sub-
shares in 1994 -- --
Net proceeds from all sources 10,036,294 10,869,181
----------- -----------
Total capital 10,036,294 10,869,181
----------- -----------
$14,270,701 $14,971,994
=========== ===========
</TABLE>
See accompanying notes to financial statements.
(1)
<PAGE> 3
TEXAS PACIFIC LAND TRUST
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
Income:
Rentals, royalties and sundry income $ 795,162 $ 757,171
Land sales 723,860 1,341,398
Interest 156,766 126,446
----------- -----------
1,675,788 2,225,015
----------- -----------
Expenses:
Taxes, other than Federal taxes
on income 135,070 134,211
General and administrative expenses 331,990 379,142
----------- -----------
467,060 513,353
----------- -----------
Income before provision for
Federal taxes on income 1,208,728 1,711,662
Provision for Federal taxes on
income (Note 4) 357,220 559,690
----------- -----------
Net income $ 851,508 $ 1,151,972
=========== ===========
Average number of sub-share certificates
and equivalent sub-share certificates
outstanding 3,067,822 3,176,272
=========== ===========
Earnings per sub-share certificate 28 cents 36 cents
=========== ===========
Cash dividend per sub-share certificate 40 cents 40 cents
=========== ===========
</TABLE>
See accompanying notes to financial statements.
(2)
<PAGE> 4
TEXAS PACIFIC LAND TRUST
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 851,508 $ 1,151,972
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 2,730 2,730
Deferred taxes (26,933) 294,263
(Increase) decrease in assets:
Notes and accounts receivable 45,681 (855,576)
Accrued interest receivable (1,353) (74,178)
Prepaid expenses 14,510 13,197
Increase (decrease) in liabilities:
Federal taxes on income 144,153 214,254
Other taxes 83,285 98,830
Other liabilities (79,911) (101,487)
Escrow deposits on land sales 11,000 (10,500)
----------- -----------
Total adjustments 193,162 (418,467)
----------- -----------
Net cash provided by
operating activities 1,044,670 733,505
----------- -----------
Cash flows from investing activities:
Water wells, leasehold improvements,
furniture and equipment - at cost -- (11,976)
----------- -----------
Cash flows from financing activities:
Sub-shares purchased for retirement (452,393) (415,533)
Dividends paid (1,232,002) (1,267,282)
----------- -----------
Net cash used by
financing activities (1,684,395) (1,682,815)
----------- -----------
Net decrease in cash and cash equivalents (639,725) (961,286)
Cash and cash equivalents at beginning
of period 2,232,843 1,997,007
----------- -----------
Cash and cash equivalents at end of
period $ 1,593,118 $ 1,035,721
=========== ===========
</TABLE>
(3)
<PAGE> 5
NOTES TO FINANCIAL STATEMENTS
(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 the Trust
as of March 31, 1995 and the results of its operations and its cash flows
for the three months ended March 31, 1995 and March 31, 1994, respectively.
(2) No value is assigned to the land; consequently, no allowance for depletion
is computed, and no charge to income is made therefor, 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 months ended March 31, 1995 are not
necessarily indicative of the results to be expected for the full year.
(6) Cash in excess of daily requirements is invested in money market
instruments with maturities of ninety days or less. Such investments are
deemed to be cash equivalents for purposes of the statements of cash flows.
Supplemental cash flow information for the three months ended March 31,
1995 and 1994 is summarized as follows:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Federal income taxes paid $ 240,000 $ 51,173
=========== ===========
</TABLE>
There were no non-cash investing and financing activities during the three
months ended March 31, 1995 and 1994.
(4)
<PAGE> 6
Management's Discussion and
Analysis of Financial Condition and
Results of Operations
Earnings per sub-share were $.28 for the first quarter of 1995 compared with
$.36 in the first quarter of 1994.
Total revenues for the first quarter of 1995 were $1,675,788 compared with
$2,225,015 in the first quarter of 1994, a decrease of 24.7%.
The Trust sold 9,689.30 acres of land for a total of $723,860, an average of
$75 per acre, in the first quarter of 1995. In the comparable period of 1994 a
total of 178.85 acres were sold for $1,341,398, an average of $7,500 per acre.
Land sales may vary widely from year to year and quarter to quarter. The total
dollar amount, the average price per acre, and the number of acres sold in any
one year or quarter should not be assumed to be indicative of land sales in the
future. The Trust is a passive seller of land; it does not actively solicit
sales of land. The demand for and the sales price of any particular tract of
the Trust's land is influenced by many factors including the national and local
economies, the rate of residential and commercial development in nearby areas,
livestock carrying capacity, and the conditions of the local agricultural
industry which itself is influenced by range conditions and prices for
livestock and other agricultural products. Approximately 99% of the Trust's
land is classified as ranch land and intermingled with other ownerships to form
ranching units. Ranch land sales are, therefore, largely dependent on the
actions of the adjoining landowners.
Rentals, royalties and sundry income amounted to $795,162 in the first quarter
of 1995, an increase of 5.0% compared with the first quarter of 1994.
Oil and gas royalty revenue was $565,643, up 23.5% compared with the first
quarter of 1994. Oil royalty revenue was $399,135, up 25.9% compared with 1994.
Crude oil production subject to the Trust's royalty interest was up 2.5% in the
first quarter, and the average price per barrel was up 22.9% compared with
1994. Gas royalty revenue was $166,508 in the first quarter, up 18.0% on a
volume increase of 27.3% and a price decrease of 7.0%.
(5)
<PAGE> 7
Management's Discussion (cont'd)
Interest revenue increased 24.0% in the first quarter of 1995, compared with
1994. Interest from notes receivable amounted to $122,924, an increase of
10.1%. Notes receivable were $5,297,632 as of March 31, 1995, a decrease of
6.7% for the comparable period. Sundry interest was $33,842, up 129.1%
compared with 1994.
Taxes, other than Federal taxes on income, were up just fractionally in the
first quarter of 1995 compared with last year.
The Trust's oil and gas royalty revenues, lease rentals and receipts of
interest and principal on notes receivable has generated more than adequate
amounts of cash to meet the Trust's needs and should continue to do so in the
predictable future.
(6)
<PAGE> 8
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. Interim report furnished to shareholders upon request per
sub-part Item 601 (19) Regulation S-K.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K. The registrant has filed no reports on Form 8-K
during the quarter for which this report is filed.
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 8, 1995 By: /s/ ROY THOMAS
-----------------------------------
Roy Thomas, General Agent,
Authorized Signatory and Principal
Financial Officer
(7)
<PAGE> 9
EXHIBIT INDEX
Exhibit No.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,593,118
<SECURITIES> 0
<RECEIVABLES> 458,524
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,085,497
<PP&E> 6,887,572
<DEPRECIATION> 2,730
<TOTAL-ASSETS> 14,270,701
<CURRENT-LIABILITIES> 494,894
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,270,701
<SALES> 0
<TOTAL-REVENUES> 1,675,788
<CGS> 0
<TOTAL-COSTS> 467,060
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,208,728
<INCOME-TAX> 357,220
<INCOME-CONTINUING> 851,508
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 851,508
<EPS-PRIMARY> .28
<EPS-DILUTED> 0
</TABLE>
