Attached files
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EX-31.1 - EX-31.1 - TIDELANDS ROYALTY TRUST B | d823252dex311.htm |
EX-32.1 - EX-32.1 - TIDELANDS ROYALTY TRUST B | d823252dex321.htm |
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 September 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 Blvd.
Dallas, Texas 75219
(Address of principal executive offices)
(Zip Code)
(855) 588-7939
(Registrants telephone number, including area code)
P. O. Box 830650, Dallas, Texas 75283-0650
(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 November 10, 2014, Tidelands Royalty Trust B had 1,386,375 units of beneficial interest outstanding.
Table of Contents
INDEX
Table of Contents
TIDELANDS ROYALTY TRUST B AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES
AND TRUST CORPUS
As of September 30, 2014 and December 31, 2013
ASSETS
September 30, 2014 |
December 31, 2013 |
|||||||
(Unaudited) | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 732,909 | $ | 753,790 | ||||
Oil, natural gas and other mineral properties |
2 | 2 | ||||||
|
|
|
|
|||||
Total assets |
$ | 732,911 | $ | 753,792 | ||||
|
|
|
|
|||||
LIABILITIES AND TRUST CORPUS | ||||||||
Current liabilities: |
||||||||
Income distributable to unitholders |
$ | 99,287 | $ | 152,989 | ||||
|
|
|
|
|||||
Total current liabilities |
$ | 99,287 | $ | 152,989 | ||||
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|
|
|
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Trust corpus 1,386,525 units of beneficial interest authorized, 1,386,375 issued at nominal value |
$ | 633,624 | $ | 600,803 | ||||
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|
|
|
|||||
$ | 732,911 | $ | 753,792 | |||||
|
|
|
|
See the accompanying notes to condensed consolidated financial statements.
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Table of Contents
TIDELANDS ROYALTY TRUST B AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF DISTRIBUTABLE INCOME
For the Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Income: |
||||||||||||||||
Oil and natural gas royalties |
$ | 253,703 | $ | 149,563 | $ | 525,890 | $ | 440,897 | ||||||||
Interest income |
2 | 3 | 57 | 12 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total income |
$ | 253,705 | $ | 149,566 | $ | 525,947 | $ | 440,909 | ||||||||
Expenses: |
||||||||||||||||
General and administrative |
$ | 29,703 | $ | 35,393 | $ | 169,460 | $ | 162,079 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Distributable income before Federal income taxes |
224,002 | 114,173 | 356,487 | 278,830 | ||||||||||||
Federal income taxes of subsidiary (refundable) |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Distributable income |
$ | 224,002 | $ | 114,173 | $ | 356,487 | $ | 278,830 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Distributable income per unit |
$ | 0.16 | $ | 0.08 | $ | 0.26 | $ | 0.20 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Distributions per unit |
$ | 0.07 | $ | 0.08 | $ | 0.23 | $ | 0.30 | ||||||||
|
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|
|
|
|
|||||||||
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 Nine Months Ended September 30, 2014 and 2013
(Unaudited)
Nine Months Ended September 30, |
||||||||
2014 | 2013 | |||||||
Trust corpus, beginning of period |
$ | 600,803 | $ | 699,777 | ||||
Distributable income |
356,487 | 278,830 | ||||||
Distributions to unitholders |
(323,666 | ) | (419,369 | ) | ||||
|
|
|
|
|||||
Trust corpus, end of period |
$ | 633,624 | $ | 559,238 | ||||
|
|
|
|
See the accompanying notes to condensed consolidated financial statements.
3
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TIDELANDS ROYALTY TRUST B AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 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 Tidelands 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 Trusts 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. Trustees 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. Southwest Bank, an independent state bank chartered under the laws of the State of Texas and headquartered in Fort Worth, Texas, serves as corporate trustee (the Trustee). The Trusts 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 Trusts 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 Trusts 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 is below:
Southwest Bank
2911 Turtle Creek Blvd., Suite 850
Dallas, Texas 75219
Telephone number: (855) 588-7939
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 Trusts 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 Corporations charter and by-laws) expressly prohibits the operation of any kind of trade or business. The Trusts 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 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
5
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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 Corporations 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 Trusts net profits interest.
The Leases
As of November 1, 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 November 1, 2014, four of Tidelands assigned leases contained active wells. As of November 1, 2013, the wells on West Cameron Block 225 were shut-in and remain shut-in. As a royalty owner, Tidelands does not participate in operating decisions and has not received information from the working interest owners, ENI Petroleum USA LLC or Mariner Energy Resources, Inc., regarding the shut-in status of the wells on West Cameron Block 225. 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 no change in the amount of active wells from September 30, 2013 to September 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 September 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
Southwest Bank, an independent state bank chartered under the laws of the State of Texas and headquartered in Fort Worth, Texas currently serves as Trustee. On May 22, 2014, the unitholders approved Southwest Bank as successor trustee, effective May 30, 2014. Previously, U.S. Trust, Bank of America Private Wealth Management, served as the trustee.
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.
The volume of oil and natural gas produced and the selling prices of oil and natural gas 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 three months ended September 30, 2014, Tidelands realized approximately 48% of its royalty income from the sale of oil and approximately 52% of its royalty income from the sale of natural gas. During the three months ended September 30, 2013, Tidelands realized approximately 58% of its royalty income from the sale of oil and approximately 42% of its royalty income from the sale of natural gas. Royalty income includes royalties from oil and natural gas received from producers.
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Distributable income per unit for the three months ended September 30, 2014 increased to $0.16 from $0.08 for the comparable period in 2013. Distributions per unit amounted to $0.07 for the three months ended September 30, 2014, down from $0.08 for the comparable period in 2013. During the three months ended September 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.
During the nine months ended September 30, 2014, Tidelands realized approximately 62% of its royalty income from the sale of oil and approximately 38% of its royalty income from the sale of natural gas. During the nine months ended September 30, 2013, Tidelands realized approximately 58% of its royalty income from the sale of oil and approximately 42% of its royalty income from the sale of natural gas.
For the nine months ended September 30, 2014, oil production increased to 3,269 barrels (bbls) and natural gas production decreased to 40,506 thousand cubic feet (mcf) from 2,365 barrels of oil and 46,167 mcf of gas the comparable period in 2013. For the nine months ended September 30, 2014, the average price realized for oil decreased to $99.39 per bbl from the average price of $107.66 per bbl realized for the comparable period in 2013, and the average price realized for natural gas increased to $4.93 per mcf from the average price of $4.03 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 Unit |
Distributions per Unit |
||||||||||||||
Quarter Ended |
Oil (bbls) | Natural Gas (mcf) | ||||||||||||||
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 | ||||||||||
September 30, 2014 |
1,183 | 26,892 | $ | 0.16 | $ | 0.03 |
Results of Operations Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013
Income from oil and natural gas royalties increased to $253,703 during the three months ended September 30, 2014 from $149,563 realized for the comparable period in 2013. The increase was primarily due to an increase in the production of oil and natural gas. The increase in natural gas was due to receipt of a check from an operator in September of 2014 which incorporated payment for production from previous months in 2014. Receipt of the check was delayed due to operations issues experienced by the operator. Tidelands expects future payments to be made in a timely manner.
Distributable income increased to $224,002 for the three months ended September 30, 2014 compared to $114,173 for the comparable period in 2013.
Income from oil royalties increased to $120,666 for the three months ended September 30, 2014 from $71,326 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 September 30, 2014 increased to 1,183 bbls from 678 bbls realized for the comparable period in 2013, and the average price realized for oil decreased to $102.00 per bbl for the three months ended September 30, 2014 from $105.20 per bbl realized for the comparable period in 2013.
Income from natural gas royalties increased to $133,037 for the three months ended September 30, 2014 from $78,237 realized for the comparable period in 2013. The volume of natural gas sold in the three months ended September 30, 2014 increased to 26,882 mcf from 17,811 mcf realized for the comparable period in 2013, and the average price realized for natural gas increased to $4.93 per mcf from $4.39 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 three months ended September 30, 2014 and 2013.
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
(Unaudited) | (Unaudited) | |||||||
Oil |
||||||||
Bbls sold |
1,183 | 678 | ||||||
Average price |
$ | 102.00 | $ | 105.20 | ||||
Natural gas |
||||||||
Mcf sold |
26,882 | 17,811 | ||||||
Average price |
$ | 4.93 | $ | 4.39 |
General and administrative expenses decreased to $29,703 for the three months ended September 30, 2014 from $35,393 for the comparable period in 2013 primarily due to decreased professional fees and expenses paid in the quarter.
Results of Operations Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013
Income from oil and natural gas royalties increased to $525,890 during the nine months ended September 30, 2014 from $440,897 realized for the comparable period in 2013. The increase was primarily due to an increase in the production of natural gas generated from a check received from an operator that incorporated payment for production from previous months. 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 increased to $356,487 for the nine months ended September 30, 2014 compared to $278,830 for the comparable period in 2013.
Income from oil royalties increased to $324,906 for the nine months ended September 30, 2014 from $254,616 realized for the comparable period in 2013, primarily due to an increase in the production of oil. The volume of oil sold in the nine months ended September 30, 2014 increased to 3,269 bbls from 2,365 bbls realized for the comparable period in 2013, and the average price realized for oil decreased to $99.38 per bbl for the nine months ended September 30, 2014 from $107.66 per bbl realized for the comparable period in 2013.
Income from natural gas royalties increased to $200,984 for the nine months ended September 30, 2014 from $186,281 realized for the comparable period in 2013. The volume of natural gas sold in the nine months ended September 30, 2014 increased to 40,806 mcf from 46,169 mcf realized for the comparable period in 2013, and the average price realized for natural gas increased to $4.89 per mcf from $4.03 per mcf realized for the comparable period in 2013.
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
(Unaudited) | (Unaudited) | |||||||
Oil |
||||||||
Bbls sold |
3,269 | 2,365 | ||||||
Average price |
$ | 99.38 | $ | 107.66 | ||||
Natural gas |
||||||||
Mcf sold |
40,806 | 46,169 | ||||||
Average price |
$ | 4.89 | $ | 4.03 |
General and administrative expenses increased to $169,460 for the nine months ended September 30, 2014 from $162,079 for the comparable period in 2013 primarily due to increased professional fees and expenses paid in the quarter.
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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-tidelands.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.
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 SECs 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 September 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 September 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 September 30, 2014 that have materially affected, or are reasonably likely to materially affect, Tidelands internal control over financial reporting.
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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.
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 of Tidelands Royalty Trust B and not in its individual capacity or otherwise | ||||
November 14, 2014 | By: | /s/ Ron E. Hooper | ||
Ron E. Hooper | ||||
Senior Vice President |