SABINE ROYALTY TRUST
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Financial Statements
1. Trust Organization and Provisions
Sabine Royalty Trust (the “Trust”) was established by the Sabine Corporation Royalty Trust Agreement (the “Trust Agreement”), made and entered into effective as of December 31, 1982, to receive a distribution from Sabine Corporation (“Sabine”) of royalty and mineral interests, including landowner’s royalties, overriding royalty interests, minerals (other than executive rights, bonuses and delay rentals), production payments and any other similar, nonparticipatory interest, in certain producing and proved undeveloped oil and gas properties located in Florida, Louisiana, Mississippi, New Mexico, Oklahoma and Texas (the “Royalty Properties”).
Certificates evidencing units of beneficial interest (the “Units”) in the Trust were mailed on December 31, 1982 to Sabine Corporation’s (“Sabine”) shareholders of record on December 23, 1982, on the basis of one Unit for each share of Sabine’s outstanding common stock.
In May 1988, Sabine was acquired by Pacific Enterprises. Through a series of mergers, Sabine was merged into Pacific Enterprises Oil Company (USA) (“Pacific (USA)”), which in turn was merged and consolidated into Sempra Energy, effective January 1, 1993. As of August 1, 2006, Sempra sold its various interests and rights to Providence Energy Corporation (“PEC”). PEC in turn transferred its interests and rights to RJ Holdings, Inc. (“RJ Holdings”) as of June 1, 2021. These transactions had no effect on the Units. RJ Holdings, Inc. as successor to Sabine, has assumed by operation of law all of Sabine’s rights and obligations with respect to the Trust. The Units are listed and traded on the New York Stock Exchange.
In connection with the transfer of the Royalty Properties to the Trust upon its formation, Sabine Corporation had reserved to itself all executive rights, including rights to execute leases and to receive bonuses and delay rentals. Through a series of mergers, Sabine was merged into Pacific (USA), a California corporation which in turn was merged and consolidated into Sempra Energy, effective January 1, 1993. In January 1993, Pacific (USA) completed the sale of substantially all of Pacific (USA)’s producing oil and gas assets to Hunt Oil Company. The sale did not include executive rights relating to the Royalty Properties, and Pacific (USA)’s ownership of such rights was not affected by the sale. The Trustee currently reviews all leases executed on the Trust’s behalf.
The wells on the properties conveyed to the Trust are operated by many companies including large, established companies such as BP Amoco, Chevron, ConocoPhillips and ExxonMobil. The Trustee believes these operators utilize the recovery methods best suited for the particular formations on which the properties are located.
Argent Trust Company (the “Trustee”), acts as trustee of the Trust. The terms of the Trust Agreement provide, among other things, that:
| • | The Trust shall not engage in any business or commercial activity of any kind or acquire assets other than those initially transferred to the Trust. |
| • | The Trustee may not sell all or any part of its assets unless approved by the holders of a majority of the outstanding Units in which case the sale must be for cash and the proceeds, after satisfying all existing liabilities, promptly distributed to Unit holders. |
| • | The Trustee may establish a cash reserve for the payment of any liability that is contingent or uncertain in amount or that otherwise is not currently due and payable. |
| • | The Trustee will use reasonable efforts to cause the Trust and the Unit holders to recognize income and expenses on monthly record dates. |
| • | The Trustee is authorized to borrow funds to pay liabilities of the Trust provided that such borrowings are repaid in full before any further distributions are made to Unit holders. |
| • | The Trustee will make monthly cash distributions to Unit holders of record on the monthly record date (see Note 3). |
On January 9, 2014, Bank of America, N.A. (as successor to InterFirst Bank Dallas, N.A.) gave notice to Unit holders that it was resigning as the Trustee subject to certain conditions including the appointment of Southwest Bank as trustee of the Trust. At a special meeting of Trust Unit holders, the Unit holders approved the appointment of Southwest Bank as successor trustee of the Trust, once Bank of America, N.A.’s resignation took effect. The effective date of Bank of America, N.A.’s resignation and the effective date of Southwest Bank’s appointment as successor trustee was May 30, 2014. Effective October 19, 2017, Simmons First National Corporation (“SFNC”) completed its acquisition of First Texas BHC, Inc., the parent company of Southwest Bank. SFNC is the parent of Simmons Bank. SFNC merged Southwest Bank with Simmons Bank effective February 20, 2018.
On November 4, 2021, Simmons Bank, as Trustee, announced that it had entered into an agreement with Argent Trust Company (“Argent”), pursuant to which Simmons Bank would resign as trustee of the Trust and would nominate Argent as successor trustee of the Trust. At a special meeting of Trust Unit holders, the Unit holders approved the appointment of Argent as successor trustee of the Trust. Simmons Bank’s resignation as trustee, and Argent’s appointment as successor trustee, became effective December 30, 2022.
The defined term “Trustee” as used herein shall refer to Bank of America, N.A. for periods prior to May 30, 2014, shall refer to Southwest Bank for periods from May 30, 2014 through February 19, 2018, shall refer to Simmons Bank for periods from February 20, 2018 through December 29, 2022, and shall refer to Argent for periods on and after December 30, 2022.
Because of the passive nature of the Trust and the restrictions and limitations on the powers and activities of the Trustee contained in the Trust Agreement, the Trustee does not consider any of the officers and employees of the Trustee to be “officers” or “executive officers” of the Trust as such terms are defined under applicable rules and regulations adopted under the Securities Exchange Act of 1934.
The proceeds of production from the Royalty Properties are receivable from hundreds of separate payors. In order to facilitate creation of the Trust and to avoid the administrative expense and inconvenience of daily reporting to Unit holders, the conveyances by Sabine of the Royalty Properties located in five of the six states (Florida, Mississippi, New Mexico, Oklahoma, and Texas) provided for the execution of an escrow agreement by Sabine and the initial trustee of the Trust, in its capacities as trustee of the Trust and as escrow agent. The conveyances by Sabine of the Royalty Properties located in Louisiana provided for the execution of a substantially identical escrow agreement by Sabine and a Louisiana bank in the capacities of escrow agent and of trustee under the name of Sabine Louisiana Royalty Trust. Sabine Louisiana Royalty Trust, the sole beneficiary of which is the Trust, was established in order to avoid uncertainty under Louisiana law as to the legality of the Trustee’s holding record title to the Royalty Properties located in Louisiana. Argent now serves as Trustee of the Sabine Louisiana Royalty Trust, since Louisiana law now permits anout-of-state company to act in this capacity. Therefore, the trust now only has one escrow agent, which is the Trustee, and a single escrow agreement.
Pursuant to the terms of the escrow agreement and the conveyances of the properties by Sabine, the proceeds of production from the Royalty Properties for each calendar month, and interest thereon, are collected by the escrow agent and are paid to and received by the Trust only on the next monthly record date. The escrow agent has agreed to endeavor to assure that it incurs and pays expenses and fees for each calendar month only on the next monthly record date. The Trust Agreement also provides that the Trustee is to endeavor to assure that income of the Trust will be accrued and received and expenses of the Trust will be incurred and paid only on each monthly record date. Assuming that the escrow agreement is recognized for federal income tax purposes and that the Trustee, as escrow agent is able to control the timing of income and expenses, as stated above, cash and accrual basis Unit holders should be treated as realizing income only on each monthly record date. The Trustee is treating the escrow agreement as effective for tax purposes. However, for financial reporting purposes, royalty and interest income are recorded in the calendar month in which the amounts are received by either the escrow agent or the Trust.
Distributable income as determined for financial reporting purposes for a given quarter will not usually equal the sum of distributions made during that quarter. Rather, distributable income for a given quarter will approximate the sum of the distributions made during the last two months of such quarter and the first month of the next quarter.
2. Accounting Policies
Basis of Accounting
The financial statements of the Trust are prepared on the following basis and are not intended to present financial position and results of operations in conformity with accounting principles generally accepted in the United States of America:
| • | Royalty income, net of severance and ad valorem taxes, and interest income are recognized in the month in which amounts are received by either the escrow agent or the Trust, pending verification of ownership and title (see Note 1). |
| • | Trust expenses, consisting principally of routine general and administrative costs, include payments made during the accounting period. Expenses are accrued to the extent of amounts that become payable on the next monthly record date following the end of the accounting period. Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary. |
| • | Royalties that are producing properties are amortized using the unit-of-production method. This amortization is shown as a reduction of Trust corpus. |
| • | Distributions to Unit holders are recognized when declared by the Trustee (see Note 3). |
The financial statements of the Trust differ from financial statements prepared in conformity with accounting principles generally accepted in the United States of America because of the following:
| • | Royalty income is recognized in the month received, pending verification of ownership and title, rather than in the month of production. |
| • | Expenses other than those expected to be paid on the following monthly record date are not accrued. |
| • | Amortization of the royalties is shown as a reduction to Trust corpus and not as a charge to operating results. |
| • | Reserves may be established for contingencies that would not be recorded under accounting principles generally accepted in the United States of America. |
This comprehensive basis of accounting other than accounting principles generally accepted in the United States of America corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Revenue Recognition
Revenues from royalty interests are recognized in the period in which amounts are received and verified by the Trust or escrow agent. Royalty income received by the Trust or escrow agent in a given calendar year will generally reflect the proceeds, on an entitlements basis, from natural gas produced for the twelve-month period ended September 30th in that calendar year and from oil produced for the twelve-month period ended October 31st in the same calendar year.
Contingencies
Contingencies related to the Royalty Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unit holders. The Trustee is aware of no such items as of December 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with the basis of accounting described above requires management to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses as of and for the reporting periods. Actual results may differ from such estimates.
Impairment
The Trustee routinely reviews its royalty interests in oil and gas properties for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If an impairment event occurs and it is determined that the carrying value of the Trust’s royalty interests may not be recoverable, an impairment will be recognized as measured by the amount by which the carrying amount of the royalty interests exceeds the fair value of these assets, which would likely be measured by discounting projected cash flows. There is no impairment of the assets as of December 31, 2023.
New Accounting Pronouncements
There are no new pronouncements that are expected to have a significant impact on the Trust’s financial statements.
Distributable Income Per Unit
Basic distributable income per Unit is computed by dividing distributable income by the weighted average Units outstanding. Distributable income per Unit assuming dilution is computed by dividing distributable income by the weighted average number of Units and equivalent Units outstanding. The Trust had no equivalent Units outstanding for any period presented. Therefore, basic distributable income per Unit and distributable income per Unit assuming dilution are the same.
Federal Income Taxes
The Internal Revenue Service (the “Service”)has ruled that the Trust is classified as a grantor trust for federal income tax purposes and therefore is not subject to taxation at the trust level. The Unit holders are considered, for federal income tax purposes, to own the Trust’s income and principal as though no trust were in existence. Accordingly, no provision for federal income tax expense has been made in these financial statements. The income of the Trust will be deemed to have been received or accrued by each Unit holder at the time such income is received or accrued by the Trust, which is on the record date following the end of each month, as discussed above in Note 1.
Some Trust Units 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, referred to herein collectively as “middlemen”). Therefore, the Trustee considers the Trust to be anon-mortgage widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. Argent, EIN 62-1437218, 3838 Oak Lawn Avenue, Suite 1720, Dallas, Texas, 75219, telephone number 1-855-588-7839, email address trustee@sbr-sabine.com, is the representative of the Trust that will provide tax information in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT. Tax information is also posted by the Trustee atwww.sbr-sabine.com. Notwithstanding the foregoing, the middlemen holding Trust Units on behalf of Unit holders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting requirements under the U.S. Treasury Regulations with respect to such Trust Units, including the issuance of Service Forms 1099 and certain written tax statements. Unit holders whose Trust Units are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust Units.
3. Distributions to Unit Holders
The amount to be distributed to Unit holders (“Monthly Income Amount”) is determined on a monthly basis. The Monthly Income Amount is an amount equal to the sum of cash received by the Trust during a monthly period (the period commencing on the day after a monthly record date and continuing through and including the next succeeding monthly record date) attributable to the Royalty Properties, any reduction in cash reserves and any other cash receipts of the Trust, including interest, reduced by the sum of liabilities paid and any increase in cash reserves. Unit holders of record as of the monthly record date (the 15th day of each calendar month except in limited circumstances) are entitled to have distributed to them the calculated Monthly Income Amount for such month on or before 10 business days after the monthly record date. The Monthly Income Amount per Unit is declared by the Trust no later than 10 days prior to the monthly record date.
The cash received by the Trust is primarily from purchasers of the Trust’s oil and gas production and consists of gross sales of production less applicable severance taxes.
The Trust did file tax returns for 2021 and 2022 with the States of Oklahoma and New Mexico requesting refunds. The Trust will file tax returns for 2023 with the States of Oklahoma and New Mexico requesting refunds. The refunds represent taxes that were withheld from the proceeds of production from the Royalty Properties and remitted to the State of Oklahoma and the State of New Mexico by the applicable payors of such proceeds.
4. Other Payables
Other payables consist of the following:
| December 31, | 2023 | 2022 |
|---|---|---|
| Royalty receipts in suspense pending verification of ownership interest or title | $370,430 | $4,662,720 |
The Trustee believes that these amounts represent an ordinary operating condition of the Trust and that they will be paid or released in the normal course of business.
5. Subsequent Events
Distributions
Subsequent to December 31, 2023, the Trust declared the following distributions:
| Notification Date | Monthly Record Date | Payment Date | Distribution perUnit |
|---|---|---|---|
| January 5, 2024 | January 16, 2024 | January 30, 2024 | $0.437160 |
| February 5, 2024 | February 15, 2024 | February 29, 2024 | $0.419460 |
6. General and Administrative Expenses
General and administrative expenses for the years ended December 31, were as follows:
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Trustee’s fee | $545,594 | $422,011 | $433,662 |
| Escrow agent fee paid to Trustee | 1,636,786 | 1,266,038 | 1,300,989 |
| Professional fees | 614,481 | 792,277 | 462,347 |
| Unit holders’ services fees | 634,185 | 395,359 | 398,784 |
| Other | 133,293 | 411,735 | 458,404 |
| Total General and Administrative Expenses | 3,564,339 | 3,287,420 | 3,054,186 |
7. Quarterly Financial Data (Unaudited)
The following table sets forth the royalty income, distributable income and distributable income per Unit of the Trust for each quarter in the years ended December 31, 2023 and 2022 (in thousands, except per Unit amounts):
| 2023 | RoyaltyIncome | DistributableIncome | DistributableIncome per Unit |
|---|---|---|---|
| First Quarter | $27,135 | $26,277 | $1.80 |
| Second Quarter | 17,434 | 16,699 | 1.15 |
| Third Quarter | 14,365 | 13,727 | 0.94 |
| Fourth Quarter | 34,078 | 33,548 | 2.30 |
| $93,012 | $90,251 | $6.19 |
| 2022 | RoyaltyIncome | DistributableIncome | DistributableIncome perUnit |
|---|---|---|---|
| First Quarter | $23,930 | $23,014 | $1.58 |
| Second Quarter | 28,027 | 27,308 | 1.87 |
| Third Quarter | 39,950 | 39,090 | 2.68 |
| Fourth Quarter | 33,842 | 33,282 | 2.29 |
| $125,749 | $122,694 | $8.42 |
8. Supplemental Oil and Gas Information (Unaudited)
Reserve Quantities
Information regarding estimates of the proved oil and gas reserves attributable to the Trust are based on reports prepared by DeGolyer and MacNaughton, independent petroleum engineering consultants. Estimates were prepared in accordance with the guidelines established by the FASB and the Securities and Exchange Commission. Certain information required by this guidance is not presented because that information is not applicable to the Trust due to its passive nature.
Oil and gas reserve quantities (all located in the United States) are estimates based on information available at the time of their preparation. Such estimates are subject to change as additional information becomes available. Reserves actually recovered, and the timing of the production of those reserves, may differ substantially from original estimates. The following schedule presents changes in the Trust’s total proved reserves (in thousands):
| Oil(Barrels) | Gas(Mcf) | |
|---|---|---|
| January 1, 2021 | 6,330 | 39,885 |
| Revisions of previous statements | 121 | 8,521 |
| Production | (431) | (5,657) |
| December 31, 2021 | 6,020 | 42,749 |
| Revisions of previous statements | 377 | 14,270 |
| Production | (438) | (9,635) |
| December 31, 2022 | 5,959 | 47,384 |
| Revisions of previous statements | 2,423 | 7,939 |
| Production | (467) | (8,924) |
| December 31, 2023 | 7,915 | 46,399 |
Estimated quantities of proved developed reserves of oil and gas as of the dates indicated were as follows (in thousands):
| Oil(Barrels) | NGL(Barrels) | Gas(Mcf) | |
|---|---|---|---|
| Proved Developed Reserves: | |||
| January 1, 2021 | 4,984 | 1,346 | 39,885 |
| December 31, 2021 | 4,802 | 1,219 | 42,749 |
| December 31, 2022 | 4,660 | 1,300 | 47,384 |
| December 31, 2023 | 5,314 | 2,601 | 46,399 |
Disclosure of a Standardized Measure of Discounted Future Net Cash Flows
The following is a summary of a standardized measure (in thousands) of discounted future net cash flows related to the Trust’s total proved oil and gas reserve quantities. Information presented is based upon a valuation of proved reserves by using discounted cash flows based upon average posted oil and gas prices ($78.21 per Bbl and $2.63 per MMBtu, respectively) during the twelve-month period prior to the fiscal year-end, determined as an unweighted arithmetic average of thefirst-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions and severance and ad valorem taxes, if any, and economic conditions, discounted at the required rate of 10%. As the Trust is not subject to taxation at the trust level, no provision for income taxes has been made in the following disclosure.
Based on oil and gas product quality and property location, prices received by the Trust were slightly different than the posted prices above resulting in volume weighted average prices attributable to its proved reserves over the lives of the properties of $77.86 per barrel of oil, $26.72 per barrel of NGL, and $2.361 per Mcf.
The impact of changes in current prices on reserves could vary significantly from year to year. Accordingly, the information presented below should not be viewed as an estimate of the fair market value of the Trust’s oil and gas properties nor should it be viewed as indicative of any trends.
| December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| Future net cash inflows | $524,282 | $657,947 | $414,216 |
| Discount of future net cash flows @ 10% | (266,732) | (330,798) | (207,143) |
| Standardized measure of discounted future net cash inflows | $257,550 | $327,149 | $207,073 |
The change in the standardized measure of discounted future net cash inflows for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Standardized measure of discounted future net cash flows, January 1, | $327,149 | $207,073 | $120,769 |
| Royalty income, net of severance and ad valorem taxes | ( 93,012) | (125,749) | (60,904) |
| Changes in prices, net of related costs | (121,929) | 118,200 | 99,865 |
| Revisions of previous estimates and other | 112,627 | 106,918 | 35,266 |
| Accretion of discount | 32,715 | 20,707 | 12,077 |
| Standardized measure of discounted future net cash flows, December 31, | $257,550 | $327,149 | $207,073 |
Subsequent to year end, the price of both oil and gas continued to fluctuate, giving rise to a correlating adjustment of the respective standardized measure of discounted future net cash flows. As of February 13, 2024, NYMEX posted oil prices were approximately $78.28 per barrel, which compared to the average posted price of $77.86 per barrel, used to calculate the worth of future net revenue of the Trust’s proved developed reserves, would result in an increase in the standardized measure of discounted future net cash flows for oil. As of February 13, 2024, NYMEX posted gas prices were $1.61 per million British thermal units. The use of such price, as compared to the average posted price of $2.361 per million British thermal units, used to calculate the future net revenue for the Trust’s proved developed reserves would result in a decrease in the standardized measure of discounted future net cash flows for gas.
9. State Taxes
Texas does not impose an individual income tax. Therefore, no part of the income produced by the Trust is subject to an individual income tax in Texas. However, Texas imposes a franchise tax at a rate of 0.75% on gross revenues less certain deductions, as specifically set forth in the Texas franchise tax statutes. Entities subject to tax generally include trusts and most other types of entities having limited liability protection, unless otherwise exempt. Trusts that receive at least 90% of their federal gross income from designated passive sources, including royalties from mineral properties and othernon-operated mineral interest income, and do not receive more than 10% of their income from operating an active trade or business, are generally exempt from the Texas franchise tax as “passive entities.” The Trust has been and expects to continue to be exempt from Texas franchise tax as a passive entity. Because the Trust should be exempt from Texas franchise tax at the Trust level as a passive entity, each Unit holder that is a taxable entity under the Texas franchise tax generally will be required to include its share of Trust revenues in its own Texas franchise tax computation. This revenue is sourced to Texas under provisions of the Texas Administrative Code providing that such income is sourced according to the location of the principal place of business of the Trust, which is Texas.
Because the Trust distributes all of its net income to Unit holders, it should not be subject to income tax in Louisiana, Florida, Mississippi, New Mexico or Oklahoma. While the Trust should not owe tax, Unit holders may have a state filing responsibility in each of those states.
Unit holders should consult their own tax advisor regarding state tax requirements, if any, applicable to ownership of Trust Units.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.