Sabine Royalty Trust 10-Q, filed Nov 10, 2022
Sabine Royalty Trust (SBR)
About this 10-Q
Sabine Royalty Trust filed this 10-Q on November 10, 2022, covering the quarter ended September 30, 2022.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| ☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2022
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: 1-8424
SABINE ROYALTY TRUST
(Exact name of registrant as specified in its charter)
| Texas | 75-6297143 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Simmons Bank
Park Place
2911 Turtle Creek Blvd
Suite 850
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)
(855) 588-7839
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Units of Beneficial Interest | SBR | New York Stock Exchange |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of units of beneficial interest outstanding at November 10, 2022: 14,579,345
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Table of Contents
SABINE ROYALTY TRUST
PART I — FINANCIAL INFORMATION
The condensed financial statements included herein have been prepared by Simmons Bank, as Trustee (the “Trustee”) of Sabine Royalty Trust (the “Trust”), pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to such rules and regulations, although the Trustee believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements of the Trust presented herein are unaudited. It is suggested that these condensed financial statements and notes thereto be read in conjunction with the financial statements and notes thereto included in the Trust’s latest annual report on Form 10-K. The December 31, 2021 condensed statement of assets, liabilities and trust corpus is derived from the audited statement of assets, liabilities and trust corpus as of that date. In the opinion of the Trustee, all adjustments necessary to present fairly the assets, liabilities and trust corpus of the Trust as of September 30, 2022, and the distributable income and the changes in trust corpus for the three-month and nine-month periods ended September 30, 2022 and 2021, have been included. The distributable income for such interim periods is not necessarily indicative of the distributable income for the full year. Unless specified otherwise, all amounts included herein are presented in US dollars.
The condensed financial statements as of September 30, 2022, and for the three-month and nine-month periods ended September 30, 2022 and 2021, included herein, have been reviewed by Weaver and Tidwell, L.L.P., an independent registered public accounting firm, as stated in their report appearing herein.
| Page | ||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410) |
4 | |||
| Condensed Statement of Assets, Liabilities, and Trust Corpus |
5 | |||
| Condensed Statement of Distributable Income (Unaudited) |
6 | |||
| Condensed Statement of Changes in Trust Corpus (Unaudited) |
8 | |||
All financial statement schedules are omitted as they are inapplicable or the required information has been included in the consolidated financial statements or notes thereto.
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Report of Independent Registered Public Accounting Firm
To the Holders of Sabine Royalty Trust and
Simmons Bank, Trustee
Dallas, Texas
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed statements of assets, liabilities and trust corpus of Sabine Royalty Trust (the Trust) as of September 30, 2022 and the related condensed statements of distributable income and changes in trust corpus for the three-month and nine-month periods ended September 30, 2022 and 2021, and the related notes (collectively referred to as the “condensed interim financial statements or interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed interim financial statements for them to be in conformity with the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
As described in Note 2 to the condensed interim financial statements, these condensed interim financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the statement of assets, liabilities, and trust corpus as of December 31, 2021, and the related statements of distributable income and changes in trust corpus for the year then ended (not presented herein); and in our report dated March 25, 2022 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed statement of assets, liabilities and trust corpus as of December 31, 2021, is fairly stated, in all material respects, in relation to the statement of assets, liabilities, and trust corpus from which it has been derived.
Basis for Review Results
These condensed interim financial statements are the responsibility of the Trustee. We conducted our reviews in accordance with the standards of the PCAOB. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/S/ WEAVER AND TIDWELL, L.L.P.
Dallas, Texas
November 10, 2022
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SABINE ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES, AND TRUST CORPUS
| Note | September 30, 2022 (UNAUDITED) |
December 31, 2021 |
||||||||||
| Assets |
||||||||||||
| Cash and short-term investments |
$ | 20,479,648 | $ | 16,187,221 | ||||||||
| Royalty interests in oil and gas properties (less accumulated amortization of $22,281,514 and $22,258,575 at September 30, 2022 and December 31, 2021) |
113,671 | 136,610 | ||||||||||
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|
|
|
|
|||||||||
| TOTAL |
$ | 20,593,319 | $ | 16,323,831 | ||||||||
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|
|
|
|
|||||||||
| Liabilities and Trust Corpus |
||||||||||||
| Trust expenses payable |
4 | $ | 488,237 | $ | 246,150 | |||||||
| Other payables |
4 | 3,091,775 | 1,167,691 | |||||||||
|
|
|
|
|
|||||||||
| 3,580,012 | 1,413,841 | |||||||||||
| Contingencies |
6 | |||||||||||
| Trust corpus — 14,579,345 units of beneficial interest authorized and outstanding |
17,013,307 | 14,909,990 | ||||||||||
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|
|
|
|
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| TOTAL |
$ | 20,593,319 | $ | 16,323,831 | ||||||||
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|
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The accompanying notes are an integral part of these condensed financial statements.
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SABINE ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
| Three Months Ended September 30, |
||||||||||||
| Notes | 2022 | 2021 | ||||||||||
| Royalty Income |
$ | 39,949,876 | $ | 14,487,262 | ||||||||
| Interest Income |
106,335 | 1,457 | ||||||||||
|
|
|
|
|
|||||||||
| Total |
40,056,211 | 14,488,719 | ||||||||||
| General and administrative expenses |
(966,132 | ) | (712,008 | ) | ||||||||
|
|
|
|
|
|||||||||
| Distributable Income |
$ | 39,090,079 | $ | 13,776,711 | ||||||||
|
|
|
|
|
|||||||||
| Distributable Income per unit (14,579,345 units) |
1,3,5 | $ | 2.68 | $ | .94 | |||||||
|
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|
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|
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The accompanying notes are an integral part of these condensed financial statements.
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SABINE ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
| Nine Months Ended September 30, |
||||||||||||
| Notes | 2022 | 2021 | ||||||||||
| Royalty Income |
$ | 91,907,275 | $ | 37,180,402 | ||||||||
| Interest Income |
123,405 | 4,256 | ||||||||||
|
|
|
|
|
|||||||||
| Total |
92,030,680 | 37,184,658 | ||||||||||
| General and administrative expenses |
(2,618,611 | ) | (2,289,900 | ) | ||||||||
|
|
|
|
|
|||||||||
| Distributable Income |
$ | 89,412,069 | $ | 34,894,758 | ||||||||
|
|
|
|
|
|||||||||
| Distributable Income per unit (14,579,345 units) |
1,3,5 | $ | 6.13 | $ | 2.39 | |||||||
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|
|
|
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The accompanying notes are an integral part of these condensed financial statements.
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SABINE ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
| Three Months Ended September 30, |
||||||||||||
| Note | 2022 | 2021 | ||||||||||
| Trust corpus, beginning of period |
$ | 10,230,753 | $ | 5,895,443 | ||||||||
| Amortization of royalty interests |
(8,588 | ) | (6,554 | ) | ||||||||
| Distributable income |
39,090,079 | 13,776,711 | ||||||||||
| Distributions |
3 | (32,298,937 | ) | (12,703,276 | ) | |||||||
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|
|
|
|||||||||
| Trust corpus, end of period |
$ | 17,013,307 | $ | 6,962,324 | ||||||||
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|
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|
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| Distributions per unit (14,579,345 units) |
3 | $ | 2.22 | $ | .87 | |||||||
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|
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The accompanying notes are an integral part of these condensed financial statements.
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SABINE ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
| Nine Months Ended September 30, |
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| Note | 2022 | 2021 | ||||||||||
| Trust corpus, beginning of period |
$ | 14,909,990 | $ | 3,987,564 | ||||||||
| Amortization of royalty interests |
(22,939 | ) | (18,493 | ) | ||||||||
| Distributable income |
89,412,069 | 34,894,758 | ||||||||||
| Distributions |
3 | (87,285,813 | ) | (31,901,505 | ) | |||||||
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|
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| Trust corpus, end of period |
$ | 17,013,307 | $ | 6,962,324 | ||||||||
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| Distributions per unit (14,579,345 units) |
3 | $ | 5.99 | $ | 2.19 | |||||||
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The accompanying notes are an integral part of these condensed financial statements.
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SABINE ROYALTY TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. TRUST ORGANIZATION AND PROVISIONS
Sabine Royalty Trust (the “Trust”) was established by the Sabine Corporation Royalty Trust Agreement (the “Trust Agreement”), made and entered into effective as of December 31, 1982, to receive a distribution from Sabine Corporation (“Sabine”) of royalty and mineral interests, including landowner’s royalties, overriding royalty interests, minerals (other than executive rights, bonuses and delay rentals), production payments and any other similar, nonparticipatory interests, in certain producing and proved undeveloped oil and gas properties located in Florida, Louisiana, Mississippi, New Mexico, Oklahoma and Texas (the “Royalties”).
Certificates evidencing units of beneficial interest (the “Units”) in the Trust were mailed on December 31, 1982, to Sabine’s shareholders of record on December 23, 1982, on the basis of one Unit for each share of Sabine’s outstanding common stock. In May 1988, Sabine was acquired by Pacific Enterprises (“Pacific”), a California corporation. Through a series of mergers, Sabine was merged into Pacific Enterprises Oil Company (USA) (“Pacific (USA)”), a California corporation which in turn was merged and consolidated into Sempra Energy, effective January 1, 1993. As of August 1, 2006, Sempra sold its various interests and rights to Providence Energy Corporation (“PEC”). PEC in turn transferred their interests and rights to RJ Holdings, Inc. (“RJH”) as of June 1, 2021. This acquisition and the subsequent mergers had no effect on the Units. RJ Holdings, Inc. as successor to Sabine, has assumed by operation of law all of Sabine’s rights and obligations with respect to the Trust. References herein to RJ Holdings, Inc. shall be deemed to include Sabine Corporation where appropriate. The Units are listed and traded on the New York Stock Exchange.
In connection with the transfer of the Royalties to the Trust upon its formation, Sabine had reserved to itself all executive rights, including rights to execute leases and to receive bonuses and delay rentals. In January 1993, Pacific (USA) completed the sale of substantially all its producing oil and gas assets to a third party. The sale did not include executive rights relating to the Royalties, and Pacific (USA)’s ownership of such rights was not affected by the sale.
Simmons Bank (the “Trustee”), acts as trustee of the Trust. Effective October 19, 2017, Simmons First National Corporation (“SFNC”) completed its acquisition of First Texas BHC, Inc., the parent company of Southwest Bank. SFNC is the parent of Simmons Bank. SFNC merged Southwest Bank with Simmons Bank effective February 20, 2018.
On November 4, 2021, Simmons Bank, as Trustee, announced that it has entered into an agreement with Argent Trust Company, a Tennessee chartered trust company (“Argent”), pursuant to which Simmons Bank will be resigning as trustee of the Trust and will nominate Argent as successor trustee of the Trust. The Trustee’s resignation as trustee, and Argent’s appointment as successor trustee, are subject to certain conditions set forth in the agreement, including approval by the unit holders of the Trust and of certain other trusts of which Simmons Bank acts as trustee (or a court) of (i) Argent’s appointment as successor trustee and (ii) any amendments to the Trust Agreement of the Trust and the trust agreements and indentures of the other trusts necessary to permit Argent to serve as successor trustee. On April 4, 2022, the Trust commenced its Special Meeting of unitholders (the “Special Meeting”) as previously scheduled and adjourned the meeting due to lack of the requisite quorum. The Special Meeting was adjourned to allow the unitholders additional time to vote on the proposals described in the Trust’s definitive proxy statement filed by the Trust with the Securities and Exchange Commission on February 9, 2022, as amended. The Special Meeting was reconvened on May 2, 2022, whereby a quorum was obtained and the proposals were approved. The effective date of Simmons Bank’s resignation and Argent’s appointment as successor trustee is anticipated to be December 30, 2022, subject to satisfaction or waiver of the remaining closing conditions.
The terms of the Trust Agreement provide, among other things, that:
| • | The Trust shall not engage in any business or commercial activity of any kind or acquire assets other than those initially transferred to the Trust. |
| • | The Trustee may not sell all or any part of its assets unless approved by the holders of a majority of the outstanding Units in which case the sale must be for cash and the proceeds, after satisfying all existing liabilities, promptly distributed to Unit holders. |
| • | The Trustee may establish a cash reserve for the payment of any liability that is contingent or uncertain in amount or that otherwise is not currently due or payable. |
| • | The Trustee will use reasonable efforts to cause the Trust and the Unit holders to recognize income and expenses on monthly record dates. |
| • | The Trustee is authorized to borrow funds to pay liabilities of the Trust provided that such borrowings are repaid in full before any further distributions are made to Unit holders. |
| • | The Trustee will make monthly cash distributions to Unit holders of record on the monthly record date (see Note 3). |
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Because of the passive nature of the Trust and the restrictions and limitations on the powers and activities of the Trustee contained in the Trust Agreement, the Trustee does not consider any of the officers and employees of the Trustee to be “officers” or “executive officers” of the Trust as such terms are defined under applicable rules and regulations adopted under the Securities Exchange Act of 1934.
The proceeds of production from the Royalties are receivable from hundreds of separate payors. In order to facilitate creation of the Trust and to avoid the administrative expense and inconvenience of daily reporting to Unit holders, the conveyances by Sabine of the Royalties located in five of the six states provided for the execution of an escrow agreement by Sabine and the initial trustee of the Trust, in its capacities as trustee of the Trust and as escrow agent. The conveyances by Sabine of the Royalties located in Louisiana provided for the execution of a substantially identical escrow agreement by Sabine and a Louisiana bank in the capacities of escrow agent and of trustee under the name of Sabine Louisiana Royalty Trust. Sabine Louisiana Royalty Trust, the sole beneficiary of which is the Trust, was established in order to avoid uncertainty under Louisiana law as to the legality of the Trustee’s holding record title to the Royalties located in Louisiana. The Trust now only has one escrow agent, which is the Trustee, and a single escrow agreement.
Pursuant to the terms of the escrow agreement and the conveyances of the properties by Sabine, the proceeds of production from the Royalties for each calendar month, and interest thereon, are collected by the Trustee, as escrow agent, and are paid to and received by the Trust only on the next monthly record date. The Trustee, as escrow agent, has agreed to endeavor to assure that it incurs and pays expenses and fees for each calendar month only on the next monthly record date. The Trust Agreement also provides that the Trustee is to endeavor to assure that income of the Trust will be accrued and received and expenses of the Trust will be incurred and paid only on each monthly record date. Assuming that the escrow agreement is recognized for federal income tax purposes and that the Trustee is able to control the timing of income and expenses, as stated above, cash and accrual basis Unit holders should be treated as realizing income only on each monthly record date. The Trustee is treating the escrow agreement as effective for federal income tax purposes. However, for financial reporting purposes, royalty and interest income are recorded in the calendar month in which the amounts are received by either the escrow agent or the Trust.
Distributable income as determined for financial reporting purposes for a given quarter will not usually equal the sum of distributions made during that quarter. Distributable income for a given quarter will approximate the sum of the distributions made during the last two months of such quarter and the first month of the next quarter.
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2. ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Trust are prepared on the following basis and are not intended to present financial position and results of operations in conformity with accounting principles generally accepted in the United States of America (“GAAP”):
| • | Royalty income, net of severance and ad valorem taxes, and interest income are recognized in the month in which amounts are received by the Trust, pending verification of ownership and title. |
| • | Trust expenses, consisting principally of routine general and administrative costs, include payments made during the accounting period. Expenses are accrued to the extent of amounts that become payable on the next monthly record date following the end of an accounting period. Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary. |
| • | Royalties that are producing properties are amortized using the unit-of-production method. This amortization is shown as a reduction of Trust corpus. |
| • | Distributions to Unit holders are recognized when declared by the Trustee (see Note 3). |
The financial statements of the Trust differ from financial statements prepared in conformity with accounting principles generally accepted in the United States of America because of the following:
| • | Royalty income is recognized in the month received, pending verification of ownership and title, rather than in the month of production. |
| • | Expenses other than those expected to be paid on the following monthly record date are not accrued. |
| • | Amortization of the Royalties is shown as a reduction to Trust corpus and not as a charge to operating results. |
| • | Reserves may be established for contingencies that would not be recorded under accounting principles generally accepted in the United States of America. |
This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Use of Estimates
The preparation of financial statements in conformity with the basis of accounting described above requires the Trustee to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses as of and for the reporting periods. Actual results may differ from such estimates.
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Distributable Income per Unit
Basic distributable income per Unit is computed by dividing distributable income by the weighted average number of Units outstanding. Distributable income per Unit assuming dilution is computed by dividing distributable income by the weighted average number of Units and equivalent Units outstanding. The Trust had no equivalent Units outstanding for any period presented. Therefore, basic distributable income per Unit and distributable income per Unit assuming dilution are the same.
New Accounting Pronouncements
There are no new pronouncements that are expected to have a significant impact on the Trust’s financial statements.
Federal Tax Considerations
The Internal Revenue Service has ruled that the Trust is classified as a grantor trust for federal income tax purposes and therefore is not subject to federal income tax at the trust level. The Unit holders are considered, for federal income tax purposes, to own the Trust’s income and principal as though no trust were in existence. Accordingly, no provision for federal income tax expense has been made in these financial statements. The income of the Trust will be deemed to have been received or accrued by each Unit holder at the time such income is received or accrued by the Trust (on the applicable monthly record date) if the escrow arrangement discussed in Note 1 to these financial statements is respected by the Internal Revenue Service. In the absence of the escrow arrangement, Unit holders would be deemed to receive or accrue income from production from the royalty properties (and interest income) on a daily basis, in accordance with their method of accounting, as the proceeds from production and interest thereon were received or accrued by the Trust. The Trustee is treating the escrow arrangement as effective for federal income tax purposes and furnishes tax information to Unit holders on that basis.
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State Tax Considerations
The Trust holds properties located in Florida, Louisiana, Mississippi, New Mexico, Oklahoma, and Texas. Unit holders should consult the Trust’s latest annual report on Form 10-K for a summary of tax matters.
Florida does not impose an individual income tax. Florida imposes an income tax on resident and nonresident corporations (except for S corporations not subject to the built-in-gains tax or passive investment income tax), which will apply to royalty income allocable to a corporate Unit holder from properties located within Florida.
Louisiana, Mississippi, New Mexico and Oklahoma each impose income taxes applicable to both resident and nonresident individuals and/or corporations (subject to certain exceptions for S corporations and limited liability companies, depending on their treatment for federal tax purposes), which will apply to royalty income allocable to a Unit holder from properties located within those states. New Mexico and Oklahoma impose a withholding tax on payments to nonresidents of oil and gas proceeds derived from royalty interests. To reduce the administrative burden imposed by these rules, the Trustee has opted to allow the payors of oil and gas proceeds to withhold on royalty payments made to the Trust. The Trust files New Mexico and Oklahoma tax returns, obtains a refund, and distributes that refund to Unit holders. Unit holders who transfer their Units before either the New Mexico or Oklahoma tax refunds are received by the Trust or after the refunds are received but before the next Monthly Record Date will not receive any portion of the refund. As a result, such Unit holders may effectively incur a double tax — first, through the reduced distribution received from the Trust (as withholding at the Trust level reduces the amount of cash available for distribution) and second, by the tax payment made directly to New Mexico or Oklahoma taxing authorities with the filing of their New Mexico or Oklahoma income tax returns.
Texas imposes a franchise tax at a rate of 0.75% on gross revenues less certain deductions, as specifically set forth in the Texas franchise tax statutes. Entities subject to the Texas franchise tax generally include trusts and most other types of entities that provide limited liability protection, unless otherwise exempt. Trusts that receive at least 90% of their federal gross income from certain passive sources, including royalties from mineral properties and other non-operated mineral interest income, and do not receive more than 10% of their income from operating an active trade or business generally are exempt from the Texas franchise tax as “passive entities.” The Trust has been and expects to continue to be exempt from Texas franchise tax as a passive entity. Because the Trust should be exempt from Texas franchise tax at the Trust level as a passive entity, each Unit holder that is a taxable entity under the Texas franchise tax generally will be required to include its portion of Trust revenues in its own Texas franchise tax computation. This revenue is sourced to Texas under provisions of the Texas Administrative Code, sourcing such income according to the principal place of business of the Trust, which is Texas.
Each Unit holder should consult his or her tax advisor regarding state tax requirements, if any, applicable to such person’s ownership of Trust Units.
3. DISTRIBUTION TO UNIT HOLDERS
The amount to be distributed to Unit holders (“Monthly Income Amount”) is determined on a monthly basis. The Monthly Income Amount is an amount equal to the sum of cash received by the Trust during a monthly period (the period commencing on the day after a monthly record date and continuing through and including the next succeeding monthly record date) attributable to the Royalties, any reduction in cash reserves and any other cash receipts of the Trust, including interest, reduced by the sum of liabilities paid and any increase in cash reserves. Due to the fact that oil and natural gas prices have been unusually volatile in recent history, the Trustee increased the expense reserve by $0 to an aggregate of $1,150,000 at September 30, 2022. The expense reserve was established to allow the Trustee to pay general and administrative expenses even if there were not sufficient funds generated from monthly royalty income to pay such expenses. Unit holders of record as of the monthly record date (the 15th day of each calendar month except in limited circumstances) are entitled to have distributed to them the calculated Monthly Income Amount for such month on or before 10 business days after the monthly record date. The Monthly Income Amount per Unit is declared by the Trust no later than 10 days prior to the monthly record date.
The cash received by the Trust from purchasers of the Trust’s oil and gas production consists of gross sales of production less applicable severance taxes.
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4. PAYABLES
Payables consist primarily of royalty receipts suspended pending verification of ownership interest or title, as well as amounts the Trustee has reserved for payments of other expenses.
The Trustee believes that these payables represent an ordinary operating condition of the Trust and that such payables will be paid or released in the normal course of business with the exception of amounts reserved for payment of expenses.
5. SUBSEQUENT EVENTS
Subsequent to September 30, 2022, the Trust declared the following distributions:
| Notification Date |
Monthly Record Date |
Payment Date |
Distribution per Unit |
|||||
| October 6, 2022 |
October 17, 2022 | October 31, 2022 | $ | 1.016680 | ||||
| November 4, 2022 |
November 15, 2022 | November 29, 2022 | $ | 0.582550 | ||||
6. CONTINGENCIES
Contingencies related to the royalty properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unit holders. The Trustee is not aware of any such items as of September 30, 2022.
* * * * *
Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
The Trust makes monthly distributions to the holders of Units of the excess of the preceding month’s royalty income received over expenses incurred. Upon receipt, royalty income is invested in short-term investments until its subsequent distribution. In accordance with the Trust Agreement, the Trust’s only long-term assets consist of royalty interests in producing and proved undeveloped oil and gas properties. Although the Trust is permitted to borrow funds if necessary to continue its operations, borrowings are not anticipated in the foreseeable future.
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Commodity Prices
The Trust’s income and monthly distributions are heavily influenced by commodity prices. Commodity prices may fluctuate widely in response to (i) relatively minor changes in the supply of and demand for oil and natural gas, (ii) market uncertainty and (iii) a variety of additional factors that are beyond the Trustee’s control. In 2020, there was a substantial decrease in oil and natural gas prices due in part to significantly decreased demand as a result of the novel coronavirus (“COVID-19”) pandemic and an oversupply of crude oil driven by a dispute between members of the Organization of Petroleum Exporting Countries (“OPEC”) and Russia over production cuts; however, prices increased significantly beginning in 2021 and continued into the second quarter of 2022 before falling a bit in the third quarter 2022. Factors which may affect commodity prices are discussed below and under “Item 1A—Risk Factors” in the Trust’s Form 10-K for the year ended December 31, 2021. A combination of these factors resulted in the price of oil falling below zero to $(37.63) per barrel of oil on April 20, 2020, and recovering the following day to $10.01 per barrel of oil. As of October 31, 2022, the price of oil was $86.54 per barrel. Factors that may impact future commodity prices, including the price of oil and natural gas, include but are not limited to:
| • | political conditions in major oil producing regions, especially in the Middle East and Russia; |
| • | worldwide economic conditions; |
| • | weather conditions; |
| • | trade barriers; |
| • | public health concerns, including the COVID-19 pandemic; |
| • | the supply and price of domestic and foreign crude oil or natural gas; |
| • | the level of consumer demand; |
| • | the price and availability of alternative fuels; |
| • | the proximity to, and capacity of, transportation facilities; |
| • | the effect of worldwide energy conservation measures; and |
| • | the nature and extent of governmental regulation and taxation. |
Although we cannot predict the occurrence of events that may affect future commodity prices or the degree to which these prices will be affected, gas royalty income for a given period generally relates to production three months prior to the period and crude oil royalty income for a given period generally relates to production two months prior to the period and will generally approximate current market prices in the geographic region of the production at the time of production. When crude oil and natural gas prices decline, the Trust is affected in two ways. First, distributable income from the Royalty Properties is reduced. Second, exploration and development activity by operators on the Royalty Properties may decline as some projects may become uneconomic and are either delayed or eliminated. It is impossible to predict future crude oil and natural gas price movements, and this reduces the predictability of future cash distributions to Unit holders.
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Results of Operations
Distributable income consists of royalty income plus interest income plus any decrease in cash reserves established by the Trustee less general and administrative expenses of the Trust less any increase in cash reserves established by the Trustee. Distributable income for the three months ended September 30, 2022 was $39,090,079, or $2.68 per unit. Royalty income for the three months ended September 30, 2022 amounted to $39,949,876 while interest income was $106,335. General and administrative expenses totaled $966,132 for the three months ended September 30, 2022.
Distributions during the period were $0.549990, $0.829410, and $0.835990 per Unit payable to Unit holders of record on July 15, August 15, and September 15, 2022, respectively.
Royalty income for the quarter ended September 30, 2022 increased approximately $25,463,000, or 176%, compared with the third quarter of 2021. This increase was primarily the result of higher prices for both oil and natural gas ($15.1 million) and higher production for oil and natural gas ($12.5 million). These increases were offset somewhat by higher taxes due mainly to the increase in revenues ($2.1 million). Included in the above increases were approximately $6.0 million in gross royalty income that was the result of 16 new horizontal wells in Panola County, Texas in the Haynesville shale zone. This would reflect an additional 1,037,000 Mcf of gas newly produced for this quarter compared to the third quarter of 2021.
Compared to the preceding quarter ended June 30, 2022, royalty income increased approximately $11,923,000, or 43%, due mainly to an increase in the price of both oil and natural gas ($8.4 million), and an increase in the production of both oil and natural gas ($4.7 million). These increases were offset somewhat by an increase in taxes and operating expenses ($1.1 million).
Royalty income for the nine months ended September 30, 2022 increased $54,727,000, or 147%, compared with the same time period in 2021. This increase was due mainly to higher natural gas and oil prices ($34.1 million) and an increase in the production of both oil and natural gas ($24.5 million). These increases were tempered somewhat by additional operating expenses and taxes ($3.9 million).
The following tables illustrate average prices received for the periods discussed above and the related oil and gas production volume:
| Quarter Ended | ||||||||||||
| September 30, 2022 |
September 30, 2021 |
June 30, 2022 |
||||||||||
| Production |
||||||||||||
| Oil (Bbls) |
166,010 | 155,639 | 153,940 | |||||||||
| Gas (Mcfs) |
3,962,021 | 2,241,298 | 3,436,772 | |||||||||
| Average Price |
||||||||||||
| Oil (per Bbl) |
$ | 103.89 | $ | 63.05 | $ | 94.23 | ||||||
| Gas (per Mcf) |
$ | 6.63 | $ | 2.74 | $ | 4.63 | ||||||
| Nine-Months Ended | ||||||||
| September 30, 2022 |
September 30, 2021 |
|||||||
| Production |
||||||||
| Oil (Bbls) |
471,490 | 455,722 | ||||||
| Gas (Mcfs) |
10,415,053 | 6,224,732 | ||||||
| Average Price |
||||||||
| Oil (per Bbl) |
$ | 90.71 | $ | 53.39 | ||||
| Gas (per Mcf) |
$ | 5.50 | $ | 2.75 | ||||
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Gas royalty income received for the three months ended September 30, 2022, related primarily to production for April through June 2022. The average price of gas reported by the Henry Hub for the same time period was $6.75 per Mcf. The average price of gas for the Henry Hub was $6.07 per Mcf for January through September 2022. Oil royalty income for the three months ended September 30, 2022 related primarily to production for May through July 2022. The average price of oil as reported by NYMEX for that time period was $108.78 per barrel. The average price of oil was $98.96 per barrel for January through September 2022. As of October 31, 2022, the average price of gas for the Henry Hub was $4.52 per Mcf and the average price of oil reported by NYMEX was $86.54 per barrel. It is difficult to estimate future prices of oil and gas, and any assumptions concerning future prices may prove to be incorrect.
Recent significant activity in Panola County, Texas has resulted in approximately $6 million in gas revenue for the quarter ended September 30, 2022.
Interest income for the quarter ended September 30, 2022 increased $104,900 compared with the third quarter of 2021. Compared to the preceding quarter ended June 30, 2022, interest income increased $92,000. Interest income for the nine months ended September 30, 2022 increased approximately $119,100 compared to the same period in 2021. Changes in interest income are the result of changes in interest rates and funds available for investment.
General and administrative expenses for the quarter ended September 30, 2022 increased by approximately $254,100 compared to the same quarter of 2021 primarily due to the timing of payment of legal and professional services of approximately $231,500, the timing of payment of printing and unitholder information services of approximately $2,600, and an increase in the Escrow Agent/Trustee fees of approximately $20,000.
Compared to the previous quarter ended June 30, 2022, general and administrative expenses increased approximately $232,200 primarily due to the timing of payment of legal and professional services of approximately $207,700, and the timing of payment of printing and unitholder information services of approximately $36,200. These increases were offset somewhat by a decrease in the Escrow Agent/Trustee fees of approximately $11,700.
Administrative expenses increased approximately $328,700 for the nine months ended September 30, 2022 compared to the same time period in 2021 due primarily to an increase in legal and professional services of approximately $343,100 and an increase in printing and unitholder services of approximately $14,900. These increases were tempered somewhat by a decrease in the Escrow Agent/Trustee fees of approximately $32,400.
The financial statements of the Trust differ from financial statements prepared in conformity with accounting principles generally accepted in the United States of America because of the following:
| • | Royalty income is recognized in the month received, pending verification of ownership and title, rather than in the month of production. |
| • | Expenses other than those expected to be paid on the following monthly record date are not accrued. |
| • | Amortization of the Royalties is shown as a reduction to Trust corpus and not as a charge to operating results. |
| • | Reserves may be established for contingencies that would not be recorded under accounting principles generally accepted in the United States of America. |
This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Critical Accounting Policies and Estimates
A disclosure of critical accounting policies and the more significant judgments and estimates used in the preparation of the Trust’s financial statements is included in Item 7 of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to the critical accounting policies during the three months ended September 30, 2022.
Distributable Income per Unit
Basic distributable income per Unit is computed by dividing distributable income by the weighted average number of Units outstanding. Distributable income per Unit assuming dilution is computed by dividing distributable income by the weighted average number of Units and equivalent Units outstanding. The Trust had no equivalent Units outstanding for any period presented. Therefore, basic distributable income per Unit and distributable income per Unit assuming dilution are the same.
New Accounting Pronouncements
There are no new pronouncements that are expected to have a significant impact on the Trust’s financial statements.
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Forward Looking Statements
This Report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbor created thereby. All statements other than statements of historical fact included in this Report are forward-looking statements. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, such expectations are subject to numerous risks and uncertainties and the Trustee can give no assurance that they will prove correct. There are many factors, none of which is within the Trustee’s control, that may cause such expectations not to be realized, including, among other things, factors identified in the Trust’s most recent Annual Report on Form 10-K affecting oil and gas prices and the recoverability of reserves, general economic conditions, actions and policies of petroleum-producing nations and other changes in the domestic and international energy markets.
The Trust has an Internet website and has made available its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at http://www.sbr-sabine.com as soon as reasonably practicable after such information is electronically filed with or furnished to the SEC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Trust invests in no derivative financial instruments, and has no foreign operations or long-term debt instruments. Other than the Trust’s ability to periodically borrow money as necessary to pay expenses, liabilities and obligations of the Trust that cannot be paid out of cash held by the Trust, the Trust is prohibited from engaging in borrowing transactions. The amount of any such borrowings is unlikely to be material to the Trust. The Trust periodically holds short-term investments acquired with funds held by the Trust pending distribution to Unit holders and funds held in reserve for the payment of Trust expenses and liabilities. Because of the short-term nature of these borrowings and investments and certain limitations upon the types of such investments which may be held by the Trust, the Trustee believes that the Trust is not subject to any material interest rate risk.
Item 4. Controls and Procedures.
As of the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934 and are effective in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure. There has not been any change in the Trust’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) issued an updated version of its Internal Control – Integrated Framework (the “2013 Framework”). Originally, issued in 1992 (the “1992 Framework”), the framework helps organizations design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The Trustee has transitioned fully to the Internal Control — Integrated Framework 2013 and is utilizing this framework in its evaluation of the Trust’s internal control over financial reporting.
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Not applicable.
Risk factors relating to the Trust are contained in Item 1A of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. No material change to such risk factors has occurred during the three and nine months ended September 30, 2022.
Items 2-5 not applicable.
Exhibit Number and Description
| 4(a)* | Sabine Corporation Amended and Restated Royalty Trust Agreement effective as of May 22, 2014. | |
| (b)** | Amendment No. 1 to the Amended and Restated Royalty Trust Agreement of Sabine Royalty Trust, dated May 2, 2022 | |
| (c)*** | Sabine Corporation Louisiana Royalty Trust Agreement effective as of December 31, 1982, by and between Sabine Corporation and Hibernia National Bank in New Orleans, as trustee, and joined by InterFirst Bank Dallas, N.A., as trustee. (P) | |
| 31 | Trustee Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Trustee Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| * | Exhibit 4(a) is incorporated herein by reference to Exhibit 4(a) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. |
| ** | Exhibit 4(b) is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 |
| *** | Exhibit 4(c) is incorporated herein by reference to Exhibit 4(b) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993. |
| (P) | Paper exhibits. |
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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.
| SABINE ROYALTY TRUST | ||
| By: | Simmons Bank, Trustee | |
| By: | /s/ Ron E. Hooper Ron E. Hooper SVP, Royalty Trust Management | |
Date: November 10, 2022
(The Trust has no directors or executive officers.)
21
EXHIBIT 31
CERTIFICATIONS
I, Ron Hooper, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sabine Royalty Trust, for which Simmons Bank acts as Trustee;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), or for causing such controls and procedures to be established and maintained, for the registrant and I have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: /s/ Ron Hooper |
| Ron Hooper SVP, Royalty Trust Management Simmons Bank |
Date: November 10, 2022
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sabine Royalty Trust (the “Trust”) on Form 10-Q for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, not in its individual capacity but solely as the trustee of the Trust, certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to its knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.
| SIMMONS BANK, TRUSTEE FOR SABINE ROYALTY TRUST |
| By: /s/ Ron E. Hooper |
| Ron E. Hooper SVP, Royalty Trust Management |
Date: November 10, 2022
A signed original of this written statement required by Section 906 has been provided to Sabine Royalty Trust and will be retained by Sabine Royalty Trust and furnished to the Securities and Exchange Commission or its staff upon request.