e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2006
OR
|
|
|
o |
|
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: 1-12474
Torch Energy Royalty Trust
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
74-6411424 |
(State or Other Jurisdiction of
|
|
(I.R.S. Employer |
Incorporation or Organization)
|
|
Identification Number) |
|
|
|
Rodney Square North |
|
|
1100 North Market Street, Wilmington, Delaware
|
|
19890 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
302/636-6016
(Registrants 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):
Large
Accelerated filer o Accelerated filer o Nonaccelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of July 30, 2006, 8.6 million Units of Beneficial Interest were outstanding.
TABLE OF CONTENTS
TORCH ENERGY ROYALTY TRUST
PART 1 FINANCIAL INFORMATION
Item I. Financial Statements
This document includes forward looking statements within the meaning of Section 27A of the
Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical facts included in this document, including without
limitation, statements under Discussion and Analysis of Financial Condition and Results of
Operations regarding the financial position, reserve quantities and net present values of reserves
of the Torch Energy Royalty Trust (Trust) and statements that include the words believes,
expects, anticipates, intends, estimates, projects, target, goal, plans,
objectives, should or similar expressions or variations are forward-looking statements. Torch
Energy Advisors Incorporated (Torch) and the Trust can give no assurances that the assumptions
upon which these statements are based will prove to be correct. Factors which could cause such
forward looking statements not to be correct include, among others, the cautionary statements set
forth in the Trusts Annual Report on Form 10-K filed with the Securities Exchange Commission for
the most recent fiscal year, cautionary statements contained in this report, the volatility of oil
and gas prices, future production costs, future oil and gas production quantities, operating
hazards, and environmental conditions.
Introduction
The financial statements included herein have been prepared by Torch, pursuant to an administrative
service agreement between Torch and the Trust, pursuant to the rules and regulations of the
Securities and Exchange Commission. Wilmington Trust Company serves as the trustee (Trustee) of
the Trust pursuant to the trust agreement dated October 1, 1993. Certain information and footnote
disclosures normally included in the annual financial statements have been omitted pursuant to such
rules and regulations, although Torch believes that the disclosures are adequate to make the
information presented not misleading. These financial statements should be read in conjunction
with the December 31, 2005 financial statements and notes thereto included in the Trusts annual
report on Form 10-K for the most recent fiscal year. In the opinion of Torch, all adjustments
necessary to present fairly the assets, liabilities and trust corpus of the Trust as of June 30,
2006 and December 31, 2005, the distributable income and changes in trust corpus for the
three-month and six-month periods ended June 30, 2006 and 2005 have been included. All such
adjustments are of a normal recurring nature. The distributable income for such interim periods is
not necessarily indicative of the distributable income for the full year.
The Trust has no officers, directors or employees. The Trustee relies solely on receiving accurate
information, reports and other representations from Torch in the
2
TORCH ENERGY ROYALTY TRUST
ordinary course of its duties as Trustee. In executing and submitting this report on behalf
of the Trust and with respect to Bruce L. Bisson in executing the certifications relating to this
report, the Trustee and Bruce L. Bisson have relied upon the accuracy of such reports, information
and representations of Torch.
3
TORCH ENERGY ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
December 31, 2005 |
|
|
|
(Unaudited) |
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
1 |
|
|
$ |
1 |
|
Net profits interests in oil and gas properties
(Net of accumulated amortization of $159,776 and
$158,926 at June 30, 2006 and December 31, 2005,
respectively) |
|
|
20,824 |
|
|
|
21,674 |
|
|
|
|
|
|
|
|
|
|
$ |
20,825 |
|
|
$ |
21,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND TRUST CORPUS
|
|
|
|
|
|
|
|
|
|
Trust expense payable |
|
$ |
245 |
|
|
$ |
234 |
|
Trust corpus |
|
|
20,580 |
|
|
|
21,441 |
|
|
|
|
|
|
|
|
|
|
$ |
20,825 |
|
|
$ |
21,675 |
|
|
|
|
|
|
|
|
See notes to financial statements.
4
TORCH ENERGY ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
(In thousands, except per Unit amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net profits
income |
|
$ |
2,014 |
|
|
$ |
1,110 |
|
|
$ |
5,230 |
|
|
$ |
2,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infill Well Net Proceeds |
|
|
404 |
|
|
|
169 |
|
|
|
516 |
|
|
|
443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,418 |
|
|
|
1,279 |
|
|
|
5,746 |
|
|
|
3,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative expenses |
|
|
245 |
|
|
|
254 |
|
|
|
490 |
|
|
|
476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245 |
|
|
|
254 |
|
|
|
571 |
|
|
|
476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable income |
|
$ |
2,173 |
|
|
$ |
1,025 |
|
|
$ |
5,175 |
|
|
$ |
2,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable income per Unit
(8,600
Units) |
|
$ |
.25 |
|
|
$ |
.12 |
|
|
$ |
.60 |
|
|
$ |
.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions per Unit |
|
$ |
.25 |
|
|
$ |
.12 |
|
|
$ |
.60 |
|
|
$ |
.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
notes to financial statements.
5
TORCH ENERGY ROYALTY TRUST
STATEMENTS OF CHANGES IN TRUST CORPUS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Trust corpus, beginning of period |
|
$ |
20,991 |
|
|
$ |
22,972 |
|
|
$ |
21,441 |
|
|
$ |
23,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Net Profits Interests |
|
|
(417 |
) |
|
|
(538 |
) |
|
|
(850 |
) |
|
|
(1,145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable income |
|
|
2,173 |
|
|
|
1,025 |
|
|
|
5,175 |
|
|
|
2,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Unitholders |
|
|
(2,167 |
) |
|
|
(1,032 |
) |
|
|
(5,186 |
) |
|
|
(2,898 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust corpus, end of period |
|
$ |
20,580 |
|
|
$ |
22,427 |
|
|
$ |
20,580 |
|
|
$ |
22,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
6
TORCH ENERGY ROYALTY TRUST
Notes to Financial Statements
1. Trust Organization and Nature of Operations
The Trust was formed effective October 1, 1993 under the Delaware Business Trust Act pursuant to a
trust agreement (Trust Agreement) among Trustee, Torch Royalty Company (TRC), Velasco Gas
Company, Ltd. (Velasco), and Torch as grantor. TRC and Velasco created net profits interests
(Net Profits Interests), which burden certain oil and gas properties (Underlying Properties),
and conveyed such interests to Torch. Torch conveyed the Net Profits Interests to the Trust in
exchange for an aggregate of 8,600,000 units of beneficial interest (Units). Pursuant to an
administrative services agreement with the Trust, Torch provides accounting, bookkeeping,
informational and other services related to the Net Profits Interests.
The Underlying Properties constitute working interests in the Chalkley field in Louisiana
(Chalkley Field), the Robinsons Bend field in the Black Warrior Basin in Alabama (Robinsons
Bend Field), fields that produce from the Cotton Valley formations in Texas (Cotton Valley
Fields) and fields that produce from the Austin Chalk formation in Texas (Austin Chalk Fields).
The Underlying Properties represent interest in all productive formations from 100 feet below the
deepest productive formation in each field to the surface when the Trust was formed. The Trust
therefore has no interest in deeper formations.
The Trust will terminate upon the first to occur of (i) an affirmative vote of the holders of not
less than 66-2/3% of the outstanding Units to liquidate the Trust; (ii) such time as the ratio of
the cash amounts received by the Trust from the Net Profits Interests to administrative costs of
the Trust is less than 1.2 to 1.0 for three consecutive quarters; (iii) March 1 of any year if it
is determined based on a reserve report as of December 31 of the prior year that the present value
of estimated pre-tax future net cash flows, discounted at 10%, of proved reserves attributable to
the Net Profits Interests is equal to or less than $25.0 million; or (iv) December 31, 2012. As of
June 30, 2006, the Trust has not terminated, as none of the aforementioned events have occurred.
Upon termination of the Trust, the remaining assets of the Trust will be sold and the proceeds
therefrom (after expenses) will be distributed to the unitholders (Unitholders). The sole
purpose of the Trust is to hold the Net Profits Interests, to receive payments from TRC and
Velasco, and to make payments to Unitholders. The Trust does not conduct any business activity.
The only assets of the Trust, other than cash and temporary investments being held for the
payment of expenses and liabilities and for distribution to Unitholders, are the Net Profits
Interests. The Net Profits Interests (other than the Net Profits Interest covering the Robinsons
Bend Field) entitle the Trust to receive 95% of the net proceeds (Net Proceeds) attributable to
oil and gas produced and sold from
7
TORCH ENERGY ROYALTY TRUST
Notes to Financial Statements
wells (other than infill wells) on the Underlying Properties. Net Proceeds are generally defined
as gross revenues received from the sale of production attributable to the Underlying Properties
during any period less property, production, severance and similar taxes, and development,
operating, and certain other costs. In calculating Net Proceeds from the Robinsons Bend Field,
operating and development costs incurred prior to January 1, 2003 were not deducted.
In addition, the amounts paid to the Trust from the Robinsons Bend Field during any calendar
quarter are subject to a volume limitation (Volume Limitation) equal to the gross proceeds from
the sale of 912.5 MMcf of gas, less property, production, severance and related taxes and operating
and development costs subsequent to January 1, 2003. Since the fourth quarter of 1995, production
from the Underlying Properties in the Robinsons Bend Field has been less than the Volume
Limitation. See Note 2 to the financial statements for an explanation of the Trusts method of
accounting.
The Net Profits Interests also entitle the Trust to 20% of the Infill Well Net Proceeds (as defined
herein) of wells drilled on the Underlying Properties since the Trusts establishment into
formations in which the Trust has an interest, other than wells drilled to replace damaged or
destroyed wells (Infill Wells). Infill Well Net Proceeds represent the aggregate gross revenues
received from Infill Wells less the aggregate amount of the following Infill Well costs: (i)
property, production, severance and similar taxes; (ii) development costs; (iii) operating costs;
and (iv) interest on the recovered portion, if any, of the foregoing costs computed at the publicly
announced base rate of Citibank, N.A. in New York.
The Trusts website address is www.torchroyalty.com. The Trust provides access through this
website to its annual report on Form 10-K, quarterly reports on Form 10-Q and any current reports
on Form 8-K, and all amendments to those reports as soon as reasonably practicable after these
reports are filed or furnished electronically with the Securities and Exchange Commission.
Information contained on the Trusts website or any other websites is not incorporated by reference
into this report and does not constitute a part of this report.
2. Basis of Accounting
The financial statements of the Trust are prepared on a modified cash basis and are not intended to
present the financial position and results of operations in conformity with generally accepted
accounting principles (GAAP). Preparation of the Trusts financial statements on such basis
includes the following:
|
|
Revenues are recognized in the period in which amounts are received by the Trust. Therefore,
revenues recognized during the three-month and six-month periods ended June 30, 2006 and 2005
are derived from oil and gas production sold during the three-month and six-month periods
ended March 31, 2006 and 2005, respectively. General and administrative expenses are
recognized on an accrual basis. |
8
TORCH ENERGY ROYALTY TRUST
Notes to Financial Statements
|
|
Amortization of the Net Profits Interests is calculated on a unit-of-production basis and charged directly to trust corpus. |
|
|
|
Distributions to Unitholders are recorded when declared by the Trustee. |
|
|
|
An impairment loss is recognized when the net carrying value of the Net Profits Interests exceeds its fair market value. No
impairment loss was recognized during the three-month and six-month periods ended June 30, 2006 and 2005. |
|
|
|
The financial statements of the Trust differ from financial statements prepared in accordance with GAAP because net profits
income is not accrued in the period of production and amortization of the Net Profits Interests is not charged against
operating results. |
|
|
|
Estimates and assumptions have been made in preparing the financial statements of the Trust in order for the financial
statements to be in conformity with accounting principles generally accepted in the United States. |
3. Federal Income Taxes
Tax counsel has advised the Trustee that, under current tax law, the Trust is classified as a
grantor trust for Federal income tax purposes. However, the opinion of tax counsel is not binding
on the Internal Revenue Service. As a grantor trust, the Trust is not subject to Federal income
tax.
Because the Trust is treated as a grantor trust for Federal income tax purposes and a Unitholder is
treated as directly owning an interest in the Net Profits Interests, each Unitholder is taxed
directly on such Unitholders pro rata share of income attributable to the Net Profits Interests
consistent with the Unitholders method of accounting and without regard to the taxable year or
accounting method employed by the Trust. Amounts payable with respect to the Net Profits Interest
is paid to the Trust on the quarterly record date established for quarterly distributions in
respect to each calendar quarter during the term of the Trust, and the income and deductions
resulting from such payments were allocated to the Unitholders of record on such date.
4. Distributions and Income Computations
Distributions are determined for each quarter and are based on the amount of cash available
for distribution to Unitholders. Such amount (the Quarterly Distribution Amount) is equal to the
excess, if any, of the cash received by the Trust, on the last day of the second month following
the previous
9
TORCH ENERGY ROYALTY TRUST
Notes to Financial Statements
calendar quarter (or the next business day thereafter) ending prior to the dissolution of the
Trust, from the Net Profits Interests then held by the Trust plus, with certain exceptions, any
other cash receipts of the Trust during such quarter, subject to adjustments for changes made
during such quarter in any cash reserves established for the payment of contingent or future
obligations of the Trust. Based on the payment procedures relating to the Net Profits Interests,
cash received by the Trust on the last day of the second month of a particular quarter from the Net
Profits Interests generally represents proceeds from the sale of oil and gas produced from the
Underlying Properties during the preceding calendar quarter. The Quarterly Distribution Amount for
each quarter is payable to Unitholders of record on the last day of the second month of the
calendar quarter unless such day is not a business day in which case the record date is the next
business day thereafter. The Quarterly Distribution Amount is distributed within approximately ten
days after the record date to each person who was a Unitholder of record on the associated record
date.
5. Related Party Transactions
Marketing Arrangements
TRC and Velasco contracted to sell the oil and gas production from the Underlying Properties to
Torch Energy Marketing, Inc. (TEMI), a subsidiary of Torch, under a purchase contract (Purchase
Contract). Under the Purchase Contract, TEMI is obligated to purchase all net production
attributable to the Underlying Properties for an index price for oil and gas (Index Price), less
certain gathering, treating and transportation charges, which are calculated monthly. The Index
Price equals 97% of the average spot market prices of oil and gas (Average Market Prices) at the
four locations where TEMI sells production. The Purchase Contract also provides that the minimum
price paid by TEMI for gas production is $1.70 per MMBtu adjusted annually for inflation (Minimum
Price). When TEMI pays a purchase price based on the Minimum Price, it receives price credits
(Price Credits), equal to the difference between the Index Price and the Minimum Price that it is
entitled to deduct in determining the purchase price when the Index Price for gas exceeds the
Minimum Price. No Price Credits were deducted in calculating the purchase price related to
distributions received by Unitholders during the three-month and six-month periods ended June 30,
2006 and 2005. As of June 30, 2006, TEMI had no accumulated Price Credits.
In addition, if the Index Price for gas exceeds $2.10 per MMBtu adjusted annually for inflation
(Sharing Price), TEMI is entitled to deduct 50% of such excess (Price Differential) in
calculating the purchase price. As a result of such Sharing Price arrangement, Net Proceeds
attributable to the Underlying Properties during the six months ended June 30, 2006 and 2005 were
reduced by $7.5 million and $4.2 million, respectively. TEMI has an annual option to discontinue
the Minimum Price commitment. However, if TEMI discontinues the Minimum Price commitment, it will
no longer be entitled to deduct the Price Differential in calculating the purchase price and will
forfeit all accrued Price Credits. TEMI has not exercised its option to discontinue the Minimum
Price commitment. The Minimum Price for
10
TORCH ENERGY ROYALTY TRUST
Notes to Financial Statements
Underlying Property production is adjusted annually for inflation and is $1.80 per MMBtu for 2006
production and was $1.77 per MMBtu for 2005 production. The Sharing Price for Underlying Property
production is $2.22 per MMBtu for 2006 production and was $2.18 per MMBtu for 2005 production.
Gross revenues (before deductions for applicable gathering, treating and transportation charges)
from TEMI included in the Net Proceeds calculations attributable to the Underlying Properties
during the quarters ended June 30, 2006 and 2005 were $5.4 million and $4.2 million, respectively.
Such gross revenues for the six-month periods ended June 30, 2006 and 2005 were $12.8 million and
$9.2 million, respectively.
Gathering, Treating and Transportation Arrangements
The Purchase Contract entitles TEMI to deduct certain gas gathering, treating and transportation
costs in calculating the purchase price for gas in the Robinsons Bend, Austin Chalk and Cotton
Valley Fields. The amounts that may be deducted in calculating the purchase price for such gas are
set forth in the Purchase Contract and are not affected by the actual costs incurred by TEMI to
gather, treat and transport gas. In the Robinsons Bend Field, TEMI is entitled to deduct a
gathering, treating and transportation fee of $0.26 per MMBtu adjusted for inflation ($0.303 and
$0.298 per MMBtu for 2006 and 2005 production, respectively), plus fuel usage equal to 5% of
revenues pursuant to a gas gathering agreement. Additionally, a fee of $0.05 per MMBtu,
representing a gathering fee payable to a non-affiliate of TEMI, is deducted in calculating the
purchase price for production from 68 of 394 wells in the Robinsons Bend Field. TEMI also deducts
$0.38 per MMBtu plus 17% of revenues in calculating the purchase price for production from the
Austin Chalk Fields, as a fee to gather, treat and transport gas production. From the purchase
price for gas in the Cotton Valley Fields, TEMI deducts a transportation fee of $0.045 per MMBtu
for production attributable to certain wells. This transportation fee is paid to a third party.
During the three months ended June 30, 2006 and 2005, such fees deducted from the Net Proceeds
calculations, attributable to production during the three-month periods ended March 31, 2006 and
2005, in the Robinsons Bend, Austin Chalk and Cotton Valley Fields, totaled $0.5 million and $0.4
million, respectively. During the six months ended June 30, 2006 and 2005, such fees deducted from
the Net Proceeds calculations, attributable to production during the six-month periods ended March
31, 2006 and 2005, in the Robinsons Bend, Austin Chalk and Cotton Valley Fields, totaled $1.0
million and $0.8 million, respectively. No amounts for gathering, treating or transportation are
deducted in calculating the purchase price from the Chalkley Field.
Administrative Services Agreement
Pursuant to the Trust Agreement, Torch and the Trust entered into an administrative services
agreement effective October 1, 1993. The Trust is obligated, throughout the term of the Trust, to
pay to Torch each quarter an administrative services fee for accounting, bookkeeping, informational and other
services relating to the Net Profits Interests. The amount of the administrative services fee is
adjusted
11
TORCH ENERGY ROYALTY TRUST
Notes to Financial Statements
annually based upon the change in the Producers Price Index as published by the Department of
Labor, Bureau of Labor Statistics. Administrative services during the three-month periods ended
June 30, 2006 and 2005 were $102,000 and $100,000, respectively. During the six-month periods
ended June 30, 2006 and 2005, such fees were $204,000 and $200,000 respectively.
Operator Overhead Fees
A subsidiary of Torch operates certain oil and gas interests burdened by the Net Profits Interests.
The Underlying Properties are charged, on the same basis as other third parties, for all customary
expenses and costs reimbursements associated with these activities. Operator overhead fees
deducted from the Net Proceeds computations for the Chalkley, Cotton Valley and Austin Chalk Fields
totaled $48,000 and $46,000, respectively, for the three-month periods ended June 30, 2006 and
2005. During the six-month periods ended June 30, 2006 and 2005, such operator overhead fees were
$95,000 and $91,000, respectively.
Compensation of the Trustee and Transfer Agent
The Trust Agreement provides that the Trustee is compensated for its administrative services, out
of the Trust assets, in an annual amount of $41,000, plus an hourly charge for services in excess
of a combined total of 250 hours annually at its standard rate. In accordance with the Trust
Agreement, the Trustee may increase its compensation for its administrative services as a result of
unusual or extraordinary services rendered by the Trustee. During 2005, due to the impact of the
Sarbanes-Oxley Act on the Trust, the Trustee increased its compensation for administrative services
to $80,000 per year.
Additionally, the Trustee receives a transfer agency fee of $5.00 annually per account (minimum of
$15,000 annually), subject to change for inflation each December, based upon the change in the
Producers Price Index as published by the Department of Labor, Bureau of Labor Statistics, plus
$1.00 for each certificate issued.
Total administrative and transfer agent fees during the three-month periods ended June 30, 2006 and
2005 were $24,000 and $14,000, respectively. Such fees during the six-month periods ended June 30,
2006 and 2005 were $48,000 and $28,000, respectively. The Trustee is also entitled to reimbursement
for out-of-pocket expenses.
12
TORCH ENERGY ROYALTY TRUST
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Because a modified cash basis of accounting is utilized by the Trust, Net Proceeds attributable to
the Underlying Properties for the three months ended June 30, 2006 and 2005 is derived from actual
oil and gas produced during the three months ended March 31, 2006 and 2005, respectively. Net
Proceeds attributable to the Underlying Properties for the six months ended June 30, 2006 and 2005
is derived from oil and gas produced during the six months ended March 31, 2006 and 2005,
respectively. Oil and gas sales attributable to the Underlying Properties for such periods are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Bbls |
|
|
Mcf |
|
|
Bbls |
|
|
Mcf |
|
|
|
of Oil |
|
|
of Gas |
|
|
of Oil |
|
|
of Gas |
|
Chalkley Field |
|
|
1,168 |
|
|
|
283,608 |
|
|
|
1,279 |
|
|
|
287,474 |
|
Robinsons Bend Field |
|
|
|
|
|
|
431,337 |
|
|
|
|
|
|
|
442,503 |
|
Cotton Valley Fields |
|
|
509 |
|
|
|
159,559 |
|
|
|
736 |
|
|
|
172,568 |
|
Austin Chalk Fields |
|
|
3,179 |
|
|
|
54,383 |
|
|
|
3,515 |
|
|
|
43,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,856 |
|
|
|
928,887 |
|
|
|
5,530 |
|
|
|
945,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Bbls |
|
|
Mcf |
|
|
Bbls |
|
|
Mcf |
|
|
|
of Oil |
|
|
of Gas |
|
|
of Oil |
|
|
of Gas |
|
Chalkley Field |
|
|
2,426 |
|
|
|
583,235 |
|
|
|
2,707 |
|
|
|
620,862 |
|
Robinsons Bend Field |
|
|
|
|
|
|
888,093 |
|
|
|
|
|
|
|
910,699 |
|
Cotton Valley Fields |
|
|
777 |
|
|
|
325,711 |
|
|
|
1,050 |
|
|
|
356,705 |
|
Austin Chalk Fields |
|
|
6,712 |
|
|
|
100,924 |
|
|
|
7,914 |
|
|
|
92,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,915 |
|
|
|
1,897,963 |
|
|
|
11,671 |
|
|
|
1,980,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005
For the three months ended June 30, 2006, net profits income was $2.0 million, up 82% from net
profits income of $1.1 million for the same period in 2005. Such increase is mainly attributable
to higher oil and gas prices paid to the Trust during the quarter ended June 30, 2006.
Gas production attributable to the Underlying Properties in the Chalkley, Cotton Valley and Austin
Chalk Fields was 497,550 Mcf and 503,210 Mcf during the quarters ended March 31, 2006 and 2005,
respectively. Gas production attributable to the Underlying Properties in the Robinsons Bend Field
was 431,337 Mcf and 442,503 Mcf during the quarters ended March 31, 2006 and 2005, respectively. Gas
13
TORCH ENERGY ROYALTY TRUST
production decreased during 2006 as a result of normal production declines. Oil production
attributable to the Underlying Properties for the quarters ended March 31, 2006 and March 31, 2005
was 4,856 Bbls and 5,530 Bbls, respectively.
During the three months ended June 30, 2006, the average price used to calculate Net Proceeds for
gas, before gathering, treating and transportation deductions, was $5.34 per MMBtu as compared to
$4.07 per MMBtu for the three months ended June 30, 2005. During the quarter ended June 30, 2006,
the average price used to calculate Net Proceeds for oil was $56.62 as compared to $43.80 per Bbl
for the quarter ended June 30, 2005. When TEMI pays a purchase price for gas based on the Minimum
Price ($1.80 per MMBtu and $1.77 per MMBtu for 2006 and 2005 production, respectively), TEMI
receives Price Credits which it is entitled to deduct in determining the purchase price when the
Index Price for gas exceeds the Minimum Price. No Price Credits were deducted in calculating the
purchase price related to distributions received by Unitholders during the quarters ended June 30,
2006 and 2005. As of June 30, 2006, TEMI had no accumulated Price Credits. Additionally, if the
Index Price for gas exceeds the Sharing Price ($2.22 per MMBtu and $2.18 per MMBtu for 2006 and
2005 production, respectively), TEMI is entitled to deduct 50% of such excess in calculating the
purchase price. The deduction of the Price Differential in calculating the purchase price had the
effect of reducing distributions received by Unitholders during the three-month periods ended June
30, 2006 and 2005 by $2.8 million and $1.8 million, respectively.
During the quarter ended June 30, 2006, the Trust distributed approximately $122,000 of Net
Proceeds generated from the Net Profits Interests pertaining to the Robinsons Bend Field. During
the quarter ended June 30, 2005, the Trust received no payments with respect to the Robinsons Bend
Field, since costs and expenses exceeded gross revenues generated from the Robinsons Bend Field.
During the quarters ended June 30, 2006 and 2005, the Trust distributed approximately $404,000 and
$169,000, respectively, of Infill Well Net Proceeds pertaining to oil and gas sales during the
quarters ended December 31, 2005 and 2004. Such Infill Wells are located in the Cotton Valley
Fields and are operated by Samson Lone Star Limited Partnership.
Lease operating expenses and capital expenditures attributable to the Underlying Properties in the
Chalkley, Cotton Valley and Austin Chalk Fields deducted in calculating distributions during the
quarters ended June 30, 2006 and 2005 totaled $0.7 million and $1.0 million, respectively. Such
decrease in costs and expenses during 2006 was mainly attributable to the installation of
compressors in the Chalkley Field during 2005. With respect to the Robinsons Bend Field, lease
operating expenses and capital expenditures of $1.7 million and $1.6 million were deducted in
calculating the Net Proceeds payable to the Trust from the Robinsons Bend Field for the
three-month periods ended June 30, 2006 and 2005, respectively.
General and administrative expenses amounted to $0.2 million and $0.3 million, respectively, for
the three-month periods ending June 30, 2006 and 2005. These expenses primarily relate to
administrative services provided by Torch and the Trustee, and legal fees.
14
TORCH ENERGY ROYALTY TRUST
The foregoing resulted in distributable income of $2.2 million, or $.25 per Unit, for the three
months ended June 30, 2006, as compared to $1.0 million, or $.12 per Unit, for the same period in
2005. Cash distributions of $2.2 million, or $0.25 per Unit, were made during the quarter ended
June 30, 2006 as compared to $1.0 million, or $0.12 per Unit, for the same period in 2005.
Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005
For the six months ended June 30, 2006, net profits income was $5.2 million, up 79% from net
profits income of $2.9 million for the same period in 2005. Such increase is mainly attributable
to higher oil and gas prices paid to the Trust during the six months ended June 30, 2006.
Additionally, Net Proceeds generated from the net profits interests in the Robinsons Bend Field
during the six months ended June 30, 2006 favorably impacted distributions received by Unitholders
during the six month period ending June 30, 2006.
Gas production attributable to the Underlying Properties in the Chalkley, Cotton Valley and Austin
Chalk Fields was 1,009,870 Mcf and 1,069,985 Mcf during the six months ended March 31, 2006 and
2005, respectively. Gas production attributable to the Underlying Properties in the Robinsons Bend
Field was 888,093 Mcf and 910,699 Mcf during the six months ended March 31, 2006 and 2005,
respectively. Gas production decreased during 2006 mainly as a result of normal production
declines. Oil production attributable to the Underlying Properties for the six months ended March
31, 2006 and March 31, 2005 was 9,915 Bbls and 11,671 Bbls, respectively.
During the six months ended June 30, 2006, the average price used to calculate Net Proceeds for
gas, before gathering, treating and transportation deductions, was $6.24 per MMBtu as compared to
$4.18 per MMBtu for the six months ended June 30, 2005. During the six months ended June 30, 2006,
the average price used to calculate Net Proceeds for oil was $54.56 as compared to $42.53 per Bbl
for the six months ended June 30, 2005. When TEMI pays a purchase price for gas based on the
Minimum Price ($1.80 per MMBtu and $1.77 per MMBtu for 2006 and 2005 production, respectively),
TEMI receives Price Credits which it is entitled to deduct in determining the purchase price when
the Index Price for gas exceeds the Minimum Price. No Price Credits were deducted in calculating
the purchase price related to distributions received by Unitholders during the six-month periods
ended June 30, 2006 and 2005. As of June 30, 2006, TEMI had no accumulated Price Credits.
Additionally, if the Index Price for gas exceeds the Sharing Price ($2.22 per MMBtu and $2.18 per
MMBtu for 2006 and 2005 production, respectively), TEMI is entitled to deduct 50% of such excess in
calculating the purchase price. The deduction of the Price Differential in calculating the
purchase price had the effect of reducing distributions received by Unitholders during the six
months ended June 30, 2006 and 2005 by $7.5 million and $4.2 million, respectively.
During the six months ended June 30, 2006, the Trust distributed approximately $547,000 (net of
interest expense) of Net Proceeds generated from the Net Profits Interests pertaining to the
Robinsons Bend Field. During the six months ended June 30, 2005, the Trust received no payments
with respect to the Robinsons Bend Field, since costs and expenses exceeded gross revenues
generated from the Robinsons Bend Field.
15
TORCH ENERGY ROYALTY TRUST
During the six months ended June 30, 2006 and 2005, the Trust distributed approximately $516,000
and $443,000, respectively, of Infill Well Net Proceeds pertaining to oil and gas sales during the
six months ended December 31, 2005 and 2004. Such Infill Wells are located in the Cotton Valley
Fields and are operated by Samson Lone Star Limited Partnership.
Lease operating expenses and capital expenditures attributable to the Underlying Properties in the
Chalkley, Cotton Valley and Austin Chalk Fields deducted in calculating distributions during the
six months ended June 30, 2006 and 2005 totaled $1.5 million and $1.6 million, respectively. With
respect to the Robinsons Bend Field, lease operating expenses and capital expenditures of $3.2
million and $3.8 million were deducted in calculating the Net Proceeds payable to the Trust from
the Robinsons Bend Field during the six-month periods ended June 30, 2006 and 2005, respectively.
Costs and expenses of $3.2 million in 2006 were lower than costs and expenses of $3.8 million in
2005 as a result of capital expenditures pertaining to certain gas well workovers performed by the
operator of the Robinsons Bend Field during the six months ended June 30, 2005.
General and administrative expenses amounted to $0.5 million for the six-month periods ending June
30, 2006 and 2005, respectively. These expenses primarily relate to administrative services
provided by Torch and the Trustee and legal fees.
The foregoing resulted in distributable income of $5.2 million, or $.60 per Unit, for the six
months ended June 30, 2006, as compared to $2.9 million, or $.34 per Unit, for the same period in
2005. Cash distributions of $5.2 million, or $0.60 per Unit, were made during the six months ended
June 30, 2006 as compared to $2.9 million, or $0.34 per Unit, for the same period in 2005.
16
TORCH ENERGY ROYALTY TRUST
Net profits income received by the Trust during the three and six month periods ended June 30, 2006
and 2005, derived from production sold during the three and six months ended March 31, 2006 and
2005, respectively, was computed as shown in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2006 |
|
|
Three Months Ended June 30, 2005 |
|
|
|
Chalkley, |
|
|
|
|
|
|
|
|
|
|
Chalkley, |
|
|
|
|
|
|
|
|
|
Cotton Valley |
|
|
|
|
|
|
|
|
|
|
Cotton Valley |
|
|
|
|
|
|
|
|
|
and Austin |
|
|
Robinsons |
|
|
|
|
|
|
and Austin |
|
|
Robinsons |
|
|
|
|
|
|
Chalk Fields |
|
|
Bend Field |
|
|
Total |
|
|
Chalk Fields |
|
|
Bend Field |
|
|
Total |
|
Oil and gas revenues |
|
$ |
2,922 |
|
|
$ |
2,047 |
|
|
$ |
4,969 |
|
|
$ |
2,289 |
|
|
$ |
1,591 |
|
|
$ |
3,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses and
property tax |
|
|
612 |
|
|
|
1,544 |
|
|
|
2,156 |
|
|
|
541 |
|
|
|
1,480 |
|
|
|
2,021 |
|
Severance tax |
|
|
220 |
|
|
|
200 |
|
|
|
420 |
|
|
|
170 |
|
|
|
136 |
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
832 |
|
|
|
1,744 |
|
|
|
2,576 |
|
|
|
711 |
|
|
|
1,616 |
|
|
|
2,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds before capital
expenditures |
|
|
2,090 |
|
|
|
303 |
|
|
|
2,393 |
|
|
|
1,578 |
|
|
|
(25 |
) |
|
|
1,553 |
|
Capital expenditures |
|
|
98 |
|
|
|
175 |
|
|
|
273 |
|
|
|
410 |
|
|
|
169 |
|
|
|
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds |
|
|
1,992 |
|
|
|
128 |
|
|
|
2,120 |
|
|
|
1,168 |
|
|
|
(194 |
) |
|
|
974 |
|
Net profits percentage |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profits income |
|
$ |
1,892 |
|
|
$ |
122 |
|
|
$ |
2,014 |
|
|
$ |
1,110 |
|
|
$ |
|
|
|
$ |
1,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2006 |
|
|
Six Months Ended June 30, 2005 |
|
|
|
Chalkley, |
|
|
|
|
|
|
|
|
|
|
Chalkley, |
|
|
|
|
|
|
|
|
|
Cotton Valley |
|
|
|
|
|
|
|
|
|
|
Cotton Valley |
|
|
|
|
|
|
|
|
|
and Austin |
|
|
Robinsons |
|
|
|
|
|
|
and Austin |
|
|
Robinsons |
|
|
|
|
|
|
Chalk Fields |
|
|
Bend Field |
|
|
Total |
|
|
Chalk Fields |
|
|
Bend Field |
|
|
Total |
|
Oil and gas revenues |
|
$ |
6,835 |
|
|
$ |
4,984 |
|
|
$ |
11,819 |
|
|
$ |
5,035 |
|
|
$ |
3,425 |
|
|
$ |
8,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses and
property tax |
|
|
1,110 |
|
|
|
3,014 |
|
|
|
4,124 |
|
|
|
1,112 |
|
|
|
2,988 |
|
|
|
4,100 |
|
Severance tax |
|
|
470 |
|
|
|
509 |
|
|
|
979 |
|
|
|
363 |
|
|
|
303 |
|
|
|
666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,580 |
|
|
|
3,523 |
|
|
|
5,103 |
|
|
|
1,475 |
|
|
|
3,291 |
|
|
|
4,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds before capital
expenditures |
|
|
5,255 |
|
|
|
1,461 |
|
|
|
6,716 |
|
|
|
3,560 |
|
|
|
134 |
|
|
|
3,694 |
|
Capital expenditures |
|
|
411 |
|
|
|
226 |
|
|
|
637 |
|
|
|
458 |
|
|
|
776 |
|
|
|
1,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,844 |
|
|
|
1,235 |
|
|
|
6,079 |
|
|
|
3,102 |
|
|
|
(642 |
) |
|
|
2,460 |
|
Cumulative Deficit |
|
|
|
|
|
|
(574 |
) |
|
|
(574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds |
|
|
4,844 |
|
|
|
661 |
|
|
|
5,505 |
|
|
|
3,102 |
|
|
|
(642 |
) |
|
|
2,460 |
|
Net profits percentage |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profits income |
|
$ |
4,602 |
|
|
$ |
628 |
|
|
$ |
5,230 |
|
|
$ |
2,947 |
|
|
$ |
|
|
|
$ |
2,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
TORCH ENERGY ROYALTY TRUST
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Trust is exposed to market risk, including adverse changes in commodity prices. The Trusts
assets constitute Net Profits Interests in the Underlying Properties. As a result, the Trusts
operating results can be significantly affected by fluctuations in commodity prices caused by
changing market forces and the price received for production from the Underlying Properties.
All production from the Underlying Properties is sold pursuant to a Purchase Contract between TRC,
Velasco and TEMI. Pursuant to the Purchase Contract, TEMI is obligated to purchase all net
production attributable to the Underlying Properties for an Index Price, less certain other
charges, which are calculated monthly. The Index Price calculation is based on market prices of oil
and gas and therefore is subject to commodity price risk. The Purchase Contract expires upon
termination of the Trust and provides a Minimum Price paid by TEMI for gas. The Minimum Price is
adjusted annually for inflation and is $1.80 per MMBtu for 2006 production and was $1.77 per MMBtu
for 2005 production. When TEMI pays a purchase price based on the Minimum Price, it receives Price
Credits equal to the difference between the Index Price and the Minimum Price that it is entitled
to deduct when the Index Price exceeds the Minimum Price. Additionally, if the Index Price exceeds
the Sharing Price, TEMI is entitled to deduct such excess, the Price Differential. The Sharing
Price is $2.22 per MMBtu for 2006 production and was $2.18 per MMBtu for 2005 production. TEMI
has an annual option to discontinue the Minimum Price commitment. However, if TEMI discontinues
the Minimum Price commitment, it will no longer be entitled to deduct the Price Differential and
will forfeit all accrued Price Credits. TEMI has not exercised its option to discontinue the
Minimum Price Commitment.
18
TORCH ENERGY ROYALTY TRUST
Item 4. Controls and Procedures
Based on their evaluation as of the end of the period covered by this quarterly report on Form
10-Q, the Trustee has concluded that the Trusts disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 were effective as of
the end of the period covered by this quarterly report on Form 10-Q. In its evaluation of
disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on
information provided by Torch.
There were no significant changes in the Trusts internal control over financial reporting during
the Trusts last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Trusts internal control over financial reporting.
19
TORCH ENERGY ROYALTY TRUST
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 1A. Risk Factors
There have been no material changes in our risk factors that were
previously disclosed in our Annual Report on Form 10-K for the
year ended December 31, 2005.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Unitholders
None.
ITEM 5. Other Information
None
ITEM 6. Exhibits
(a) Exhibits
4. Instruments of defining the rights of security holders, including indentures.
|
|
|
4.1
|
|
Form of Torch Energy Royalty Trust Agreement. * |
|
|
|
4.2
|
|
Form of Louisiana Trust Agreement. * |
|
|
|
4.3
|
|
Specimen Trust Unit Certificate. * |
|
|
|
4.4
|
|
Designation of Ancillary Trustee. * |
|
|
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
|
|
|
* |
|
Incorporated by reference from Registration Statements on Form S-1 of Torch Energy
Advisors Incorporated (Registration No. 33-68688) dated November 16, 1993. |
20
TORCH ENERGY ROYALTY TRUST
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TORCH ENERGY ROYALTY TRUST |
|
|
|
|
|
|
|
|
|
|
|
By: Wilmington Trust Company, not in its
individual capacity but solely as Trustee
for the Trust |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Bruce L. Bisson |
|
|
|
|
|
|
|
|
|
|
|
Bruce L. Bisson |
|
|
|
|
Vice President |
|
|
Date: August 14, 2006 |
|
|
|
|
|
|
(The Trust has no employees, directors or executive officers.)
21
TORCH ENERGY ROYALTY TRUST
Index to Exhibits
|
|
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
22