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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

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 000-08677

 

 

Tidelands Royalty Trust “B”

(Exact name of registrant as specified in its charter)

 

 

 

Texas   75-6007863

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

c/o The Corporate Trustee:

Southwest Bank

2911 Turtle Creek, Suite 850

Dallas, Texas 75219

(Address of principal executive offices)

(Zip Code)

(855) 588-7839

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of units of beneficial interest outstanding as of the latest practicable date:

As of August 12, 2014, Tidelands Royalty Trust “B” had 1,386,375 units of beneficial interest outstanding.

 

 

 


Table of Contents

TIDELANDS ROYALTY TRUST “B”

INDEX

 

     Page  
     Number  
PART I. FINANCIAL INFORMATION   

Item 1. Financial Statements

     1   

Condensed Consolidated Statements of Assets, Liabilities and Trust Corpus as of June  30, 2014 (Unaudited) and December 31, 2013

     1   

Condensed Consolidated Statements of Distributable Income for the Three and Six Months Ended June  30, 2014 and 2013 (Unaudited)

     2   

Condensed Consolidated Statements of Changes in Trust Corpus for the Six Months Ended June  30, 2014 and 2013 (Unaudited)

     3   

Notes to Condensed Consolidated Financial Statements

     4   

Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

     5   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     10   

Item 4. Controls and Procedures

     11   
PART II. OTHER INFORMATION   

Item 1A. Risk Factors

     12   

Item 6. Exhibits

     12   


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIDELANDS ROYALTY TRUST “B” AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES

AND TRUST CORPUS

As of June 30, 2014 and December 31, 2013

 

     June 30,
2014
     December 31,
2013
 
     (Unaudited)         
ASSETS   

Current assets:

     

Cash and cash equivalents

   $ 592,006       $ 753,790   

Oil, natural gas and other mineral properties

     2         2   
  

 

 

    

 

 

 

Total assets

   $ 592,008       $ 753,792   
  

 

 

    

 

 

 
LIABILITIES AND TRUST CORPUS   

Current liabilities:

     

Income distributable to unitholders

   $ 82,724       $ 152,989   
  

 

 

    

 

 

 

Total current liabilities

   $ 82,724       $ 152,989   
  

 

 

    

 

 

 

Trust corpus – 1,386,525 units of beneficial interest authorized, 1,386,375 issued at nominal value

   $ 509,284       $ 600,803   
  

 

 

    

 

 

 
   $ 592,008       $ 753,792   
  

 

 

    

 

 

 

See the accompanying notes to condensed consolidated financial statements.

 

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TIDELANDS ROYALTY TRUST “B” AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF DISTRIBUTABLE INCOME

For the Three and Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2014      2013     2014      2013  

Income:

          

Oil and natural gas royalties

   $ 131,397       $ 79,659      $ 272,187       $ 291,334   

Interest income

     52         4        55         9   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total income

   $ 131,449       $ 79,663      $ 272,242       $ 291,343   

Expenses:

          

General and administrative

   $ 94,435       $ 100,488      $ 139,757       $ 126,686   
  

 

 

    

 

 

   

 

 

    

 

 

 

Distributable income (loss) before Federal income taxes

     37,014         (20,825     132,485         164,657   

Federal income taxes of subsidiary (refundable)

     —           —          —           —     
  

 

 

    

 

 

   

 

 

    

 

 

 

Distributable income (loss)

   $ 37,014       $ (20,825   $ 132,485       $ 164,657   
  

 

 

    

 

 

   

 

 

    

 

 

 

Distributable (loss) income per unit

   $ 0.03       $ (0.02   $ 0.10       $ 0.12   
  

 

 

    

 

 

   

 

 

    

 

 

 

Distributions per unit

   $ 0.06       $ 0.22      $ 0.16       $ 0.22   
  

 

 

    

 

 

   

 

 

    

 

 

 

Units outstanding

     1,386,375         1,386,375        1,386,375         1,386,375   

See the accompanying notes to condensed consolidated financial statements.

 

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TIDELANDS ROYALTY TRUST “B” AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TRUST CORPUS

For the Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

     Six Months Ended
June 30,
 
     2014     2013  

Trust corpus, beginning of period

   $ 600,803      $ 699,777   

Distributable income

     132,485        164,657   

Distributions to unitholders

     (224,004     (301,850
  

 

 

   

 

 

 

Trust corpus, end of period

   $ 509,284      $ 562,584   
  

 

 

   

 

 

 

See the accompanying notes to condensed consolidated financial statements.

 

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TIDELANDS ROYALTY TRUST “B” AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 1. Accounting Policies

The financial statements herein include the financial statements of Tidelands Royalty Trust “B” (the “Trust”) and Tidelands Royalty “B” Corporation, its wholly-owned subsidiary (“Tidelands Corporation,” and collectively with the Trust, “Tidelands”). The financial statements are condensed and consolidated and should be read in conjunction with Tidelands’ Annual Report on Form 10-K for the year ended December 31, 2013. The financial statements included herein are unaudited, but in the opinion of Southwest Bank (the “Trustee”), the Trustee of the Trust, they include all adjustments necessary for a fair presentation of the results of operations for the periods presented. Operating results for the interim periods reported herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Note 2. Basis of Accounting

The financial statements of Tidelands are prepared on the modified cash basis method and are not intended to present Tideland’s financial position and results of operations in conformity with generally accepted accounting principles in the United States (“GAAP”). Under the modified cash basis method the financial statements of Tidelands differ from financial statements prepared in conformity with GAAP because of the following:

 

    Royalty income is recognized in the month when received by Tidelands rather than in the month of production.

 

    Tidelands’ expenses (including accounting, legal, other professional fees, trustees’ fees and out-of-pocket expenses) are recorded on an actual paid basis in the month paid rather than in the month incurred. Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary, which would not be recorded under GAAP.

 

    Distributions to unitholders are recognized when declared by the trustee of the Trust.

The modified cash basis method of accounting corresponds to the accounting principles permitted for royalty trusts by the U.S. Securities and Exchange Commission (the “SEC”), as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

Note 3. Distributable Income

The Trust’s Indenture, as amended (the “Indenture”), provides that the Trustee is to distribute all cash in the Trust, less an amount reserved for payment of accrued liabilities and estimated future expenses, to unitholders of record on the last business day of March, June, September and December of each year. Such payments are to be made within 15 days after the record date.

As stated under “Note 1. Accounting Policies” above, the financial statements in this Quarterly Report on Form 10-Q are the condensed and consolidated financial statements of the Trust and Tidelands Corporation. However, distributable income is paid from the account balances of the Trust. Distributable income is comprised of (i) royalties from offshore Texas leases owned directly by the Trust, (ii) 95% of the overriding royalties received by Tidelands Corporation from offshore Louisiana leases owned by Tidelands Corporation, which are retained by and delivered to the Trust on a quarterly basis, and (iii) dividends paid to the Trust by Tidelands Corporation, less (iv) administrative expenses incurred by the Trust. Distributions fluctuate from quarter to quarter primarily due to changes in oil and natural gas prices and production quantities.

 

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Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

Organization

Tidelands Royalty Trust “B” (the “Trust”) is a royalty trust that was created on June 1, 1954 under the laws of the State of Texas. As previously disclosed, Southwest Bank, an independent state bank chartered under the laws of the State of Texas and headquartered in Fort Worth, Texas (“Southwest Bank”), currently serves as corporate trustee (the “Trustee”) after the resignation of U.S. Trust, Bank of America Private Wealth Management. The Trust’s Indenture (the “Indenture”) provides that the term of the Trust will expire on April 30, 2021, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest. The Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly and practical means for the administration and liquidation of rights to interests in certain oil, natural gas or other mineral leases formerly owned by Gulf Oil Corporation (“Gulf”) in a designated area of the Gulf of Mexico. These rights are evidenced by a contract between the Trust’s predecessors and Gulf dated April 30, 1951 (the “1951 Contract”), which is binding upon the assignees of Gulf. As a result of various transactions that have occurred since 1951, the rights to interests that were subject to the 1951 Contract now are held by Chevron U.S.A., Inc. (“Chevron”), which is a subsidiary of Chevron Corporation, and its assignees. The Trust holds title to interests in properties subject to the 1951 Contract that are situated offshore of Texas.

The Trust’s wholly-owned subsidiary, Tidelands Royalty “B” Corporation (“Tidelands Corporation,” and collectively with the Trust, “Tidelands”), holds title to interests in properties subject to the 1951 Contract that are situated offshore of Louisiana because at the time the Trust was created, trusts could not hold these interests under Louisiana law. Tidelands Corporation is prohibited from engaging in a trade or business and only takes those actions that are necessary for the administration and liquidation of its properties.

Tidelands’ rights are generally referred to as overriding royalty interests in the oil and natural gas industry. An overriding royalty interest is created by an assignment by the owner of a working interest in an oil or natural gas lease. The royalty rights associated with an overriding royalty interest terminate when the underlying lease terminates. All production and marketing functions are conducted by the working interest owners of the leases. Income from the overriding royalties is paid to Tidelands either (i) on the basis of the selling price of oil, natural gas and other minerals produced, saved or sold or (ii) at the value at the wellhead as determined by industry standards, when the selling price does not reflect the value at the wellhead.

The Trustee assumes that some units of beneficial interest are held by middlemen, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners and brokers holding an interest for a customer in street name). Therefore, the Trustee considers the Trust to be a widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. Accordingly, the Trust will provide tax information in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT. The Trustee will provide the required information and the contact information for the Trustee:

Southwest Bank

2911 Turtle Creek, Suite 850

Dallas, TX 75219

Telephone number: (855) 588-7839

Each unitholder should consult its own tax advisor for compliance with U.S. federal income tax laws and regulations.

Liquidity and Capital Resources

As stated in the Indenture, there is no requirement for capital due to the limited purpose of the Trust. The Trust’s only obligation is to distribute the distributable income that is actually collected to unitholders. As an administrator of oil and natural gas royalty interests, the Trust collects royalties monthly, pays administrative expenses and disburses all net royalties that are collected to its unitholders each quarter.

The Indenture (and Tidelands Corporation’s charter and by-laws) expressly prohibits the operation of any kind of trade or business. The Trust’s oil and natural gas properties are depleting assets that are not being replaced due to the prohibition against investments. These restrictions, along with other factors, allow the Trust to be treated as a grantor

 

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trust. As a grantor trust, all income and deductions for state and U.S. federal income tax purposes generally flow through to each individual unitholder. The State of Texas imposes a franchise tax, but the Trust does not believe that it is subject to the franchise tax because at least 90% of its income is from passive sources. Please see Tidelands’ Annual Report on Form 10-K for the year ended December 31, 2013 for further information. Tidelands Corporation is a taxable entity that pays U.S. federal income taxes and state franchise taxes. However, Tidelands Corporation’s income specifically excludes 95% of the oil and natural gas royalties collected by Tidelands Corporation, which are retained by and delivered to the Trust because of the Trust’s net profits interest.

The Leases

As of August 12, 2014, Tidelands had an overriding royalty interest in four oil and natural gas leases covering 17,188 gross acres in the Gulf of Mexico in the Sabine Pass and West Cameron areas. As of August 12, 2014, four of Tidelands’ assigned leases contained active wells. Tidelands’ overriding royalty interest on three of the four leases is 4.1662%. On the fourth lease, the overriding royalty interest is 1.0416%. The overriding royalty interest on the fourth lease is lower because Chevron only acquired a 25% working interest in the lease. These leases and related overriding royalty interests are identified in the table below:

 

Area

   Block      Lease
Number
     Gross
Acres
     Royalty
Interest
   

Working Interest Owner(s)

Sabine Pass

     13         3959         3,438         4.1662   Black Elk Energy Offshore Operations, LLC (100.00% Ownership Interest)

West Cameron

     165         758         5,000         4.1662   Apache Corporation (100.00% Ownership Interest)

West Cameron

     291         4397         5,000         4.1662   Apache Corporation (100.00% Ownership Interest)

West Cameron

     225         900         3,750         1.0416  

ENI Petroleum USA LLC (68.00% Ownership Interest);

Mariner Energy Resources, Inc. (32.00% Ownership Interest)

        

 

 

      

Total

           17,188        
        

 

 

      

Based on the latest public records reviewed by Tidelands, there are nine active oil or natural gas wells that had production during the past 12 months on leases that are subject to Tidelands’ overriding royalty interest based on the records of the Bureau of Ocean Energy, Management, Regulation and Enforcement, a division of the U.S. government. The wells vary in age from one year to 18 years. Information on each of the nine wells is presented in the following table:

 

Location

   Well    Type    First Produced

West Cameron Block 165

   A001A    Gas    September 2002

West Cameron Block 165

   A003    Gas    March 1996

West Cameron Block 165

   A006    Gas    August 2004

West Cameron Block 165

   A007    Gas    March 2012

Sabine Pass Block 13

   A001    Oil    October 2008

Sabine Pass Block 13

   B001A    Oil    May 1997

Sabine Pass Block 13

   A005    Gas    December 2008

Sabine Pass Block 13

   A006    Gas    February 2009

West Cameron Block 291

   003    Gas    July 2012

There was an increase of one active well from June 30, 2013 to June 30, 2014.

 

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Critical Accounting Policies and Estimates

In accordance with the Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts, Tidelands uses the modified cash basis method of accounting. Under this accounting method, royalty income is recorded when received and distributions to unitholders are recorded when declared by the Trustee of the Trust. Expenses of Tidelands (including accounting, legal, other professional fees, trustees’ fees and out-of-pocket expenses) are recorded on an actual paid basis. Tidelands also reports distributable income instead of net income under the modified cash basis method of accounting. Cash reserves are permitted to be established by the Trustee for certain contingencies that would not be recorded under generally accepted accounting principles in the United States.

Tidelands did not have any changes in its critical accounting policies or estimates during the three months ended June 30, 2014. Please see Tidelands’ Annual Report on Form 10-K for the year ended December 31, 2013 for a detailed discussion of its critical accounting policies.

New Accounting Pronouncements

There are no new pronouncements that are expected to have a significant impact on Tidelands’ financial statements.

Recent Developments

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on (the “SEC”) May 28, 2014, U.S. Trust, Bank of America Private Wealth Management, resigned as trustee of the Trust and Southwest Bank was approved by the unitholders of the Trust as successor trustee. The resignation of U.S. Trust, Bank of America Private Wealth Management, was conditioned on the following factors that were also satisfied:

 

    The appointment of Southwest Bank as trustee of Sabine Royalty Trust (another royalty trust for which the Trustee currently serves as trustee);

 

    The appointment of Southwest Bank or another successor trustee as trustee of the Trust and five other royalty trusts for which U.S. Trust, Bank of America Private Wealth Management, served as trustee and as agent under a disbursing arrangement for which U.S. Trust, Bank of America Private Wealth Management, served as agent;

 

    The accuracy of certain representations and warranties and performance of certain agreements made by Southwest Bank in an agreement between U.S. Trust, Bank of America Private Wealth Management, and Southwest Bank; and

 

    No governmental injunction, order or other action that would prohibit Southwest Bank’s appointment, U.S. Trust, Bank of America Private Wealth Management’s, resignation or the other actions described above.

The effective date of Southwest Bank as the new Trustee was May 30, 2014.

General

Tidelands’ royalty income is derived from the oil and natural gas production activities of third parties. Tidelands’ royalty income fluctuates from period to period based upon factors beyond Tidelands’ control, including, without limitation, the number of productive wells drilled and maintained on leases that are subject to Tidelands’ interest, the level of production over time from such wells and the prices at which the oil and natural gas from such wells are sold.

Important aspects of Tidelands’ operations are conducted by third parties. Tidelands’ royalty income is dependent on the operations of the working interest owners of the leases on which Tidelands has an overriding royalty interest. The oil and natural gas companies that lease tracts subject to Tidelands’ interests are responsible for the production and sale of oil and natural gas and the calculation of royalty payments to Tidelands. The only obligation of the working interest owners to Tidelands is to make monthly overriding royalty payments that reflect Tidelands’ interest in the oil and natural gas sold. Tidelands’ distributions are processed and paid by its transfer agent, American Stock Transfer & Trust Company, LLC.

 

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The volume of oil and natural gas produced and the selling prices of oil and natural gas production are the primary factors in calculating overriding royalty payments. Production is affected by the natural production decline of the producing wells, the number of new wells drilled, and the number of existing wells that are re-worked and placed back in production on the leases. Production from existing wells is anticipated to decrease in the future due to normal well depletion. The operators do not provide Tidelands with information regarding future drilling or re-working operations that could impact the oil and natural gas production from the leases for which Tidelands has an overriding royalty interest.

Summary of Operating Results

During the six months ended June 30, 2014, Tidelands realized approximately 75% of its royalty income from the sale of oil and approximately 25% of its royalty income from the sale of natural gas. During the six months ended June 30, 2013, Tidelands realized approximately 63% of its royalty income from the sale of oil and approximately 37% of its royalty income from the sale of natural gas. Royalty income includes royalties from oil and natural gas received from producers.

Distributable income per unit for the six months ended June 30, 2014 decreased to $0.10 from $0.12 for the comparable period in 2013. Distributions per unit amounted to $0.16 for the six months ended June 30, 2014, down from $0.22 for the comparable period in 2013. During the six months ended June 30, 2014, the difference between distributable income per unit and distributions per unit resulted from timing differences between the closing of the financial statements and the determination date of the distributions to unitholders.

For the six months ended June 30, 2014, oil production increased to 2,086 barrels (bbls) and natural gas production decreased to 13,924 thousand cubic feet (mcf) from 1,687 barrels of oil and 28,358 mcf of gas the comparable period in 2013. For the six months ended June 30, 2014, the average price realized for oil decreased to $97.90 per bbl from the average price of $108.65 per bbl realized for the comparable period in 2013, and the average price realized for natural gas increased to $4.84 per mcf from the average price of $3.81 per mcf realized for the comparable period in 2013.

The following table presents the net production quantities of oil and natural gas and distributable income per unit and distributions per unit for the last six quarters.

 

     Net Production Quantities     

Distributable

Income per

    Distributions  

Quarter Ended

   Oil (bbls)      Natural Gas (mcf)      Unit     per Unit  

March 31, 2013

     1,473         13,124       $ 0.13      $ 0.14   

June 30, 2013

     214         15,234       $ (0.02   $ 0.08   

September 30, 2013

     678         17,811       $ 0.08      $ 0.08   

December 31, 2013

     1,212         22,765       $ 0.14      $ 0.11   

March 31, 2014

     1,007         9,653       $ 0.07      $ 0.10   

June 30, 2014

     1,079         4,271       $ 0.03      $ 0.06   

Results of Operations – Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013

Income from oil and natural gas royalties increased to $131,397 during the three months ended June 30, 2014 from $79,659 realized for the comparable period in 2013. The increase was primarily due to an increase in the production of oil.

Distributable income increased to $37,014 for the three months ended June 30, 2014 compared to a loss of $20,825 for the comparable period in 2013.

 

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Income from oil royalties increased to $107,706 for the three months ended June 30, 2014 from $23,956 realized for the comparable period in 2013, primarily due to an increase in the production of oil. The volume of oil sold in the three months ended June 30, 2014 increased to 1,079 bbls from 214 bbls realized for the comparable period in 2013, and the average price realized for oil decreased to $99.82 per bbl for the three months ended June 30, 2014 from $111.94 per bbl realized for the comparable period in 2013.

Income from natural gas royalties decreased to $23,691 for the three months ended June 30, 2014 from $55,703 realized for the comparable period in 2013. The volume of natural gas sold in the three months ended June 30, 2014 decreased to 4,271 mcf from 15,234 mcf realized for the comparable period in 2013, and the average price realized for natural gas increased to $5.41 per mcf from $3.66 per mcf realized for the comparable period in 2013.

The following table presents the quantities of oil and natural gas sold and the average price realized for the three months ended June 30, 2014 and 2013.

 

     Three Months Ended June 30,  
     2014      2013  
     (Unaudited)      (Unaudited)  

Oil

     

Bbls sold

     1,079         214   

Average price

   $ 99.82       $ 111.94   

Natural gas

     

Mcf sold

     4,271         15,234   

Average price

   $ 5.41       $ 3.66   

General and administrative expenses decreased to $94,435 for the three months ended June 30, 2014 from $100,488 for the comparable period in 2013 primarily due to decreased professional fees and expenses paid in the quarter.

Results of Operations – Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Income from oil and natural gas royalties decreased to $272,187 during the six months ended June 30, 2014 from $291,334 realized for the comparable period in 2013. The decrease was primarily due to a decrease in the production of natural gas and a decrease in the price of oil. Three of the four wells on Sabine Pass Block 13 have been essentially shut-in since January 2013, with small amounts of production on one of these wells. Black Elk Energy Offshore Operations, LLC, the working interest owner of Sabine Pass Block 13, performed a workover operation in May 2013 on the fourth well, Well A005, and recompleted it in a different zone. As a royalty owner, Tidelands does not participate in operating decisions and has not received information from Black Elk Energy Offshore Operations, LLC regarding the shut-in status of the wells.

Distributable income decreased to $132,485 for the six months ended June 30, 2014 compared to $164,657 for the comparable period in 2013.

Income from oil royalties increased to $204,219 for the six months ended June 30, 2014 from $183,295 realized for the comparable period in 2013, primarily due to an increase in the production of oil. The volume of oil sold in the six months ended June 30, 2014 increased to 2,086 bbls from 1,687 bbls realized for the comparable period in 2013, and the average price realized for oil decreased to $97.82 per bbl for the six months ended June 30, 2014 from $108.65 per bbl realized for the comparable period in 2013.

Income from natural gas royalties decreased to $67,967 for the six months ended June 30, 2014 from $108,039 realized for the comparable period in 2013. The volume of natural gas sold in the six months ended June 30, 2014 decreased to 13,924 mcf from 28,358 mcf realized for the comparable period in 2013, and the average price realized for natural gas increased to $4.84 per mcf from $3.81 per mcf realized for the comparable period in 2013.

 

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The following table presents the quantities of oil and natural gas sold and the average price realized for the six months ended June 30, 2014 and 2013.

 

 

     Six Months Ended June 30,  
     2014      2013  
     (Unaudited)      (Unaudited)  

Oil

     

Bbls sold

     2,086         1,687   

Average price

   $ 97.90       $ 108.65   

Natural gas

     

Mcf sold

     13,924         28,358   

Average price

   $ 4.84       $ 3.81   

General and administrative expenses increased to $139,757 for the six months ended June 30, 2014 from $126,686 for the comparable period in 2013 primarily due to increased professional fees and expenses paid in the quarter.

Forward-Looking Statements

The statements discussed in this Quarterly Report on Form 10-Q regarding Tidelands’ future financial performance and results, and other statements that are not historical facts, are forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This report uses the words “anticipate,” “believe,” “budget,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” or other similar words to identify forward-looking statements. You should read statements that contain these words carefully because they discuss future expectations, contain projections of Tidelands’ financial condition, and/or state other “forward-looking” information. Actual results may differ from expected results because of: reductions in prices or demand for oil and natural gas, which might then lead to decreased production; reductions in production due to the depletion of existing wells or disruptions in service, which may be caused by storm damage to production facilities, blowouts or other production accidents, or geological changes such as cratering of productive formations; changes in regulations; general economic conditions; actions and policies of petroleum producing nations; other changes in domestic and international energy markets; the resignation of the Trustee; and the expiration, termination or release of leases subject to Tidelands’ interests. Additional risks are set forth in Tidelands’ Annual Report on Form 10-K for the year ended December 31, 2013. Events may occur in the future that Tidelands is unable to accurately predict, or over which it has no control. If one or more of these uncertainties materialize, or if underlying assumptions prove incorrect, actual outcomes may vary materially from those forward-looking statements included in this Quarterly Report on Form 10-Q. Except as required by applicable securities laws, Tidelands does not undertake any obligation to update or revise any forward-looking statements.

Website

Tidelands makes available, free of charge, Tidelands’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to such reports at its website at www.tirtz-tidelandsroyaltytrust.com. Each of these reports will be posted on this website as soon as reasonably practicable after such report is electronically filed with or furnished to the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Tidelands did not experience any material changes in market risk during the period covered by this Quarterly Report on Form 10-Q. Tidelands’ market risk is described in more detail in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in Tidelands’ Annual Report on Form 10-K for the year ended December 31, 2013.

 

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Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Southwest Bank, as Trustee of the Trust, is responsible for establishing and maintaining Tidelands’ disclosure controls and procedures. Tidelands’ disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed by Tidelands in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Tidelands in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee as appropriate to allow timely decisions regarding required disclosure.

As of June 30, 2014, the Trustee carried out an evaluation of the effectiveness of the design and operation of Tidelands’ disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based upon that evaluation, the Trustee concluded that Tidelands’ disclosure controls and procedures were effective as of June 30, 2014.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Tidelands’ internal control over financial reporting during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, Tidelands’ internal control over financial reporting.

 

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed under the heading “Item 1A. Risk Factors” in Tidelands’ Annual Report filed on Form 10-K for the year ended December 31, 2013.

Item 6. Exhibits

The following exhibits are included herein:

 

31.1    Certification of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of the Corporate Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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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.

 

    TIDELANDS ROYALTY TRUST “B”
    Southwest Bank, Trustee
August 14, 2014     By:  

/s/ Ron E. Hooper

      Ron E. Hooper
      Senior Vice President, Southwest Bank,
      Royalty Trust Management