Exhibit 99
Independent Auditor’s Report
To the Management of the Trustee on Behalf of
Unit Holders of Sabine Royalty Trust
Dallas, Texas
Opinion
We have audited the accompanying special purpose statement of fees and expenses (as defined in Exhibit C to the Sabine Royalty Trust Agreement) paid by Sabine Royalty Trust (Trust) to Argent Trust as trustee and escrow agent for the year ended December 31, 2023, and the related notes to the special purpose statement.
In our opinion, the special purpose statement referred to above presents fairly, in all material respects, the
fees and expenses paid by Sabine Royalty Trust to Argent Trust as trustee and escrow agent for the year ended December 31, 2023, in accordance with the modified cash basis of accounting, which is a comprehensive basis of accounting other than the accounting principles generally accepted in the United
States of America.
Emphasis of Matter – Basis of Accounting
We draw attention to Note 3 of the special purpose statement, which describes the basis of accounting. The special purpose statement is prepared in accordance with the modified cash basis of accounting, which is a comprehensive basis of accounting other than the accounting principles generally accepted in the United States of America, to meet the requirements of the Sabine Royalty Trust Agreement. Our opinion is not modified with respect to this matter.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are required to be independent of Sabine Royalty Trust and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Sabine Royalty Trust’s ability to continue as a going concern within one year after the date that these financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
To the Management of the Trustee on Behalf of
Unit Holders of Sabine Royalty Trust
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Sabine Royalty Trust’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Sabine Royalty Trust’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ FORVIS, LLP
Dallas, Texas
February 28, 2024
SPECIAL PURPOSE STATEMENT OF FEES AND EXPENSES PAID BY SABINE ROYALTY TRUST TO
ARGENT TRUST COMPANY, AS TRUSTEE AND ESCROW AGENT,
FOR THE YEAR ENDED DECEMBER 31, 2023
Trustee’s Fee | $ | 545,594 | ||
Escrow agent fee paid to Trustee | 1,636,786 | |||
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Total fees and expenses | $ | 2,182,380 | ||
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The accompanying notes are an integral part of this special purpose statement.
Notes
1. Sabine Royalty Trust (the “Trust”) is an express trust formed under the laws of Texas by the Sabine Corporation Royalty Trust Agreement (as amended, the “Trust Agreement”) made and entered into effective as of December 31, 1982, between Sabine Corporation (“Sabine”), as trustor, and InterFirst Bank Dallas, N.A., as trustee. Argent Trust Company (“Argent”) became trustee (“Trustee”) effective December 30, 2022. Contemporaneously with the execution of the Trust Agreement, Sabine, the initial trustee and the predecessor of Argent, as escrow agent (the “Escrow Agent”), entered into an escrow agreement which establishes an escrow (the “Escrow”). Prior to distribution of units of beneficial interest (the “Units”) in the Trust to Sabine’s shareholders, Sabine transferred to the Trust royalty and mineral interests, including landowner’s royalties, overriding royalty interests, minerals (other than executive rights, bonuses and delay rentals), production payments and other similar, non-participatory interests, in certain producing and proved undeveloped oil and gas properties in six states (the “Royalty Properties”).
In May 1988, Sabine was acquired by Pacific Enterprise (“Pacific”), a California corporation. 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, as successor to Sabine, has assumed by operation of law all of Sabine’s rights and obligations with respect to the Trust.
Effective May 30, 2014, Southwest Bank became the trustee of the Trust. Effective October 19, 2017, Simmons First National Corporation (“SFNC”) completed its acquisition of First Texas BHC, Inc., the parent company of Southwest Bank, the trustee of the Trust. SFNC is the parent of Simmons Bank. SFNC operated Southwest Bank as a separate bank subsidiary for an interim period, after which Southwest Bank was merged with Simmons Bank effective February 20, 2018.
On November 4, 2021, Simmons Bank, as trustee of the Trust, announced that it had entered into an agreement with Argent, pursuant to which Simmons Bank would resign as trustee of the Trust and would nominate 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 compensation agreement under the Trust Agreement provides for a “cost plus” fee payable to Argent for all services rendered in its capacities as Trustee and Escrow Agent. These costs generally include an allocation of salaries and benefits, occupancy expenses, technology and other general and administration expenses. The amounts allocated are based on estimates by the Trustee. Generally, the fees payable to Argent are calculated by dividing the expenses incurred by Argent, as Trustee and as Escrow Agent, solely for services provided by Argent in the administration of the Trust and the Escrow by seven-tenths (0.7). Professional and other noncontributing (out-of-pocket) expenses incurred by Argent, as Trustee or Escrow Agent, as the case may be, in the performance of its duties in the foregoing capacities are charged to the Trust or the Escrow, as the case may be, at cost. These expenses do not contribute to the fees payable to Argent described above. Annually, the Trustee must estimate Trust and Escrow expenses contributing to the fee for the forthcoming year and publish this amount in the Trust’s first quarterly report to Unit holders. The Trustee can earn a bonus by administering the Trust for total costs that
are lower than the estimate. The Trustee can also be penalized by forfeiture of reimbursement for part of its expense if such expenses exceed the estimate. In 2023, expenses incurred by the Trustee exceeded the estimate by approximately $36,000, resulting in an overpayment of fees paid to the Trustee of approximately $51,000, which overpayment will be repaid by reducing 2024 fees to the Trustee and Escrow Agent. The overpayment of fees was mainly due to increased rent and one-time expenses related to the change in trustee, such as computer equipment, increased salaries and conversion fees for the lockbox and trust management system. Simmons Bank received approximately $67,800 and $203,200 in Trustee and Escrow Agent fees in January of 2023 relating to the period in which it served as trustee, respectively, in December 2022, and Argent received approximately $477,800 and $1,433,600 in Trustee and Escrow Agent fees, respectively, in 2023.
2. Escrow Agent’s fees and Trustee’s fees consist of a profit margin plus all fully allocated costs incurred by Argent, as Trustee and as Escrow Agent, in performing administrative services to the Trust as specified in the Trust Agreement. Allocated costs do not include any professional and related expenses paid to third parties.
All costs incurred by Argent in its capacity as Trustee and as Escrow Agent are accumulated in one account. Fees based thereon are allocated between the Trustee function and the Escrow Agent function according to the actual administrative services rendered by Argent in each capacity. Any determinations by Argent as to the allocation of the fee between the Trustee and the Escrow Agent are conclusive and binding on the Unit holders and RJ Holdings, but in no event does Argent’s allocation affect the aggregate fee payable to Argent.
3. The Special Purpose Statement of Fees and Expenses is prepared on a modified cash basis, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. Trust expenses 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. This special purpose statement differs from statements prepared in conformity with accounting principles generally accepted in the United States of America because expenses, other than those expected to be paid on the following monthly record date, are not accrued.
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, and is the basis of accounting called for under the Trust Agreement.
4. The need for adjustments or disclosures resulting from subsequent events has been evaluated through February 28, 2024, which is the date the Special Purpose Statement of Fees and Expenses was available to be issued. No adjustments or disclosures were required to the Special Purpose Statement of Fees and Expenses.
