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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM _________________ TO _________________
COMMISSION FILE NUMBER 1-8432
MESA OFFSHORE TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-6004065
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
CORPORATE TRUST DIVISION
712 MAIN STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 216-6369
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of May 12, 1997 -- 71,980,216 Units of Beneficial Interest in Mesa
Offshore Trust.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MESA OFFSHORE TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------------
1997 1996
------------- -------------
Royalty income....................... $ 1,111,555 $ 36,014
Interest income...................... 17,612 15,789
General and administrative expense... (619,634) (51,803)
------------- -------------
Distributable income............ $ 509,533 $ --
============= =============
Distributable income per unit... $ .0070 $ --
============= =============
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
MARCH 31, DECEMBER 31,
1997 1996
------------- -------------
(UNAUDITED)
ASSETS
Cash and short-term investments...... $ 2,580,121 $ 1,535,247
Interest receivable.................. 8,230 5,090
Net overriding royalty interest in
oil and gas properties............. 380,905,000 380,905,000
Accumulated amortization............. (379,898,371) (379,842,595)
------------- -------------
$ 3,594,980 $ 2,602,742
============= =============
LIABILITIES AND TRUST CORPUS
Reserve for Trust expenses........... $ 2,000,000 $ 1,540,337
Other reserves....................... 78,818 --
Distributions payable................ 509,533 --
Trust corpus (71,980,216 units of
beneficial interest
authorized and outstanding)........ 1,006,629 1,062,405
------------- -------------
$ 3,594,980 $ 2,602,742
============= =============
(The accompanying notes are an integral part of these financial statements.)
1
MESA OFFSHORE TRUST
STATEMENTS OF CHANGES IN TRUST CORPUS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------------
1997 1996
------------- -------------
Trust corpus, beginning of period.... $ 1,062,405 $ 1,067,160
Distributable income............ 509,533 --
Distributions to unitholders.... (509,533) --
Amortization of net overriding
royalty interest............. (55,776) (4,755)
------------- -------------
Trust corpus, end of period.......... $ 1,006,629 $ 1,062,405
============= =============
(The accompanying notes are an integral part of these financial statements.)
2
MESA OFFSHORE TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- TRUST ORGANIZATION
The Mesa Offshore Trust (Trust) was created effective December 1, 1982 when
Mesa Petroleum Co., predecessor to Mesa Limited Partnership, which was
predecessor to MESA Inc., transferred a 99.99% interest in the Mesa Offshore
Royalty Partnership (Partnership) to the Trust. The Partnership was created to
receive and hold a 90% net overriding royalty interest (the Royalty) in ten
producing and nonproducing oil and gas properties located in federal waters
offshore Louisiana and Texas (the Royalty Properties). MESA Inc. owns and
operates its assets through Mesa Operating Co., the operator of the Royalty
Properties. Mesa Operating Co. is also the managing general partner of the
Partnership (the Managing General Partner). As used in this report, the term
Mesa generally refers to the operator of the Royalty Properties, unless
otherwise indicated.
STATUS OF THE TRUST
Mesa completed the drilling on Matagorda Island block 624 in 1995 and it
drilled five wells from the existing "A" platform on the South Marsh Island
155 block during 1996. Mesa Inc. recovered substantially all remaining costs
related to the South Marsh Island drilling program as of the February 1997
reporting month. In addition, the Trust recovered approximately $.6 million in
administrative expenses paid from the Trust's reserve fund during the period in
which Royalty income was not paid to the Trust, replenishing the Trust's expense
reserve fund balance to $2 million.
The Trust Indenture provides that the Trust will terminate if the total
amount of cash per year received by the Trust falls below certain levels for
each of three successive years. The recovery of costs associated with the
Matagorda Island 624 and South Marsh Island drilling programs caused the cash
received by the Trust in 1996 to fall below the termination threshold prescribed
in the Indenture. However, based on the overall success of the South Marsh
Island drilling program, payments of Royalty income to the Trust have resumed as
of the April 30, 1997 payable date and the cash it has received in 1997 is above
the termination threshold prescribed in the Trust Indenture.
Furthermore, the December 31, 1996, reserve report prepared for the
Partnership (see the Trust's 1996 Annual Report on Form 10-K) indicates that 85%
of future net revenues will be received by the Trust during the next two years.
As such, it is possible, depending on market conditions and the success of
future drilling activities, if any, that as early as 1999 the Trust may commence
a period of three successive years in which annual net royalty income would be
below the termination threshold prescribed in the Indenture, resulting in
termination of the Trust pursuant to the terms discussed above.
NOTE 2 -- BASIS OF PRESENTATION
The accompanying unaudited financial information has been prepared by Texas
Commerce Bank National Association (Trustee) in accordance with the instructions
to Form 10-Q, and the Trustee believes such information includes all the
disclosures necessary to make the information presented not misleading. The
information furnished reflects all adjustments which are, in the opinion of the
Trustee, necessary for a fair presentation of the results for the interim
periods presented. The financial information should be read in conjunction with
the financial statements and notes thereto included in the Trust's 1996 Annual
Report on Form 10-K.
3
MESA OFFSHORE TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
The financial statements of the Trust are prepared on the following basis:
(a) Royalty income recorded for a month is the Trust's interest in
the amount computed and paid by Mesa to the Partnership for such month
rather than either the value of a portion of the oil and gas produced by
Mesa for such month or the amount subsequently determined to be 90% of the
net proceeds for such month;
(b) Interest income, interest receivable and distributions payable to
unitholders include interest to be earned on short-term investments from
the financial statement date through the next distribution date;
(c) Trust general and administrative expenses are recorded in the
month they accrue;
(d) Amortization of the net overriding royalty interest, which is
calculated on the basis of current royalty income in relation to estimated
future royalty income, is charged directly to trust corpus since such
amount does not affect distributable income; and
(e) Distributions payable are determined on a monthly basis and are
payable to unitholders of record as of the last business day of each month.
However, cash distributions are made quarterly in January, April, July and
October, and include interest earned from the monthly record dates to the
date of distribution.
This basis for reporting royalty income is considered to be the most
meaningful because distributions to the unitholders for a month are based on net
cash receipts for such month. However, it will differ from the basis used for
financial statements prepared in accordance with generally accepted accounting
principles in several respects. Under such principles, royalty income for a
month would be based on net proceeds from production for such month without
regard to when calculated or received and interest income would be calculated
only for the periods covered by the financial statements and would exclude
interest from the period end to the date of distribution.
The instruments conveying the Royalty provide that Mesa will calculate and
pay the Partnership each month an amount equal to 90% of the net proceeds for
the preceding month. Generally, net proceeds means the excess of the amounts
received by Mesa from sales of oil and gas from the Royalty Properties plus
other cash receipts over operating and capital costs incurred.
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-Q, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 1 to the financial
statements of the Trust regarding the future net revenues of the Trust, are
forward-looking statements. Although MESA Inc. has advised the Trust that it
believes that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from expectations ("Cautionary Statements") are disclosed in this
Form 10-Q, including, without limitation in conjunction with the forward-looking
statements included in this Form 10-Q. All subsequent written and oral
forward-looking statements attributable to the Trust or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.
FINANCIAL REVIEW
During the first quarter of 1997, the Trust had distributable income of
$509,533, representing $.0070 per unit, as compared to no distributable income
in the first quarter of 1996. The resumption of distributions is due to the
recovery as of the February 1997 reporting month of substantially all remaining
costs related to the drilling on South Marsh Island and Matagorda Island
discussed below. The per unit amounts of distributable income for the first
quarter of 1997 and 1996 were earned by month as follows:
1997 1996
--------- ---------
January.............................. $ -- $ --
February............................. -- --
March................................ .0070 --
--------- ---------
$ .0070 $ --
========= =========
Royalty income increased to $1,111,555 in the first quarter of 1997 as
compared to $36,014 for the first quarter of 1996. The increase in Royalty
income is due to the recovery of drilling costs by Mesa on the South Marsh
Island blocks 155 and 156 and increased prices for natural gas in 1997.
Production volumes for natural gas increased to 1,635,853 Mcf in the first
quarter of 1997 from 763,371 Mcf in the first quarter of 1996. The average price
received for natural gas was $3.36 per Mcf in the first quarter of 1997 compared
to $2.27 per Mcf in the first quarter of 1996.
Crude oil, condensate and natural gas liquids production increased to
60,697 barrels in the first quarter of 1997 from 18,809 barrels in the first
quarter of 1996. The average price received for crude oil, condensate and
natural gas liquids was $20.50 per barrel in the first quarter of 1997, compared
to $16.00 per barrel in the first quarter of 1996.
The increase in natural gas and crude oil, condensate and natural gas
liquids production in the first quarter of 1997 when compared to the first
quarter of 1996 is primarily attributable to new production on South Marsh
Island, partially offset by natural production decline on West Delta.
5
OPERATIONAL REVIEW
Mesa has advised the Trust that during the first quarter of 1997 its
offshore gas production was marketed under short term contracts at spot market
prices to multiple purchasers, including Penn Union Energy, Energy Source Inc.
and Conoco, and that it expects to continue to market its production under short
term contracts for the foreseeable future. Spot market prices for natural gas in
the first quarter of 1997 were generally higher than spot market prices in the
first quarter of 1996.
The amount of cash distributed by the Trust is dependent on, among other
things, the sales prices of gas, crude oil, condensate and natural gas liquids
produced from the Royalty Properties and the quantities sold. Substantial
uncertainties exist with regard to future gas and oil prices, which are subject
to fluctuations due to the regional supply and demand for natural gas and oil,
production levels and other activities of OPEC and other oil and gas producers,
weather, industrial growth, conservation measures, competition and other
variables.
The Brazos A-7 and A-39 blocks experienced a slight increase decrease in
natural gas production in the first quarter of 1997 as compared to the first
quarter of 1996 due to resumed production on the A-3 well on Block A-39 and a
slight decrease in crude oil, condensate and natural gas liquids production
primarily due to natural production decline. The A-3 well on Block A-39 resumed
operation in September 1996 and is producing approximately 3 MMcf of gas per day
as of May 1997. MESA has farmed out a portion of Brazos A-7 to another operator
and will have the option to participate at a 10% working interest in the
completion of an exploratory well being drilled in the second quarter of 1997.
Estimated costs of such participation are $2 million ($.2 million net to the
Trust).
The South Marsh Island 155 and 156 blocks experienced an increase in
production in the first quarter of 1997 as compared to 1996, primarily due to
new production from the A-20, A-21, A-6 sidetrack, A-22 and A-14 sidetrack wells
which were drilled in the first three quarters of 1996. The initial gross
producing rate of these five wells was approximately 40 MMcf of gas and 1,000
barrels of condensate per day which rate has subsequently declined to
approximately 10 MMcf of gas and 400 barrels of condensate per day as of May
1997. The decrease in production is primarily due to natural production decline.
Mesa has advised the Trust that it may perform a recompletion of the A-6
sidetrack well in the second quarter of 1997.
The West Delta 61 and 62 blocks experienced a decrease in production in the
first quarter of 1997 as compared to the first quarter of 1996 primarily due to
natural production decline. The Trust is receiving Royalty income from this
property pursuant to a farmout agreement with another operator. The interest in
the farmout wells which is attributable to the Trust consists of a 7.5% net
profits interest.
Matagorda Island 624 natural gas production increased in the first quarter
of 1997 as compared to the first quarter of 1996, primarily due to improved
performance in the A-1 well. The A-8 development well, which was drilled in the
fourth quarter of 1995, is currently shut in due to mechanical problems. Mesa
has advised the Trust that it is evaluating operations to return the well to
production. Gross producing rate of the block was approximately 5 MMcf of gas
and 100 barrels of condensate per day as of May 1997.
TERMINATION OF THE TRUST
The terms of the Mesa Offshore Trust Indenture provide that the Trust will
terminate upon the first to occur of the following events: (1) the total amount
of cash received per year by the Trust for each of three successive years
commencing after December 31, 1987 is less than 10 times one-third of the total
amount payable to the Trustee as compensation for such three year period or (2)
a vote by the unitholders in favor of termination. Because the Trust will
terminate in the event the total amount of
6
cash received per year by the Trust falls below certain levels, it would be
possible for the Trust to terminate even though some of the Royalty Properties
continued to have remaining productive lives. For information regarding the
estimated remaining life of each of the Royalty Properties and the estimated
future net revenues of the Trust based on information provided by Mesa, see the
Trust's 1996 Annual Report on Form 10-K. Upon termination of the Trust, the
Trustee will sell for cash all the assets held in the Trust estate and make a
final distribution to unitholders of any funds remaining after all Trust
liabilities have been satisfied. The discussion set forth above is qualified in
its entirety by reference to the Trust Indenture itself, which is available upon
request from the Trustee.
Amounts paid to the Trustee as compensation were $123,000, $149,000, and
$177,500 for the years 1996, 1995 and 1994, respectively. Royalty income
received of $1,996,758 as of April 1997 was above the termination threshold
prescribed in the Indenture.
The terms of the First Amended and Restated Articles of General Partnership
of the Partnership provide that the Partnership shall dissolve upon the
occurrence of any of the following: (a) December 31, 2030; (b) the election of
the Trustee to dissolve the Partnership; (c) the termination of the Trust; (d)
the bankruptcy of the Managing General Partner; or (e) the dissolution of the
Managing General Partner or its election to dissolve the Partnership; provided
that the Managing General Partner shall not elect to dissolve the Partnership so
long as the Trustee remains the only other partner of the Partnership. In the
event of a dissolution of the Partnership and a subsequent winding up and
termination thereof, the assets of the Partnership (i.e., the Royalty interest)
could either (i) be distributed in kind ratably to the Managing General Partner
and the Trustee or (ii) be sold and the proceeds thereof distributed ratably to
the Managing General Partner and the Trustee. In the event of a sale of the
Royalty and a distribution of the cash proceeds to the Trustee, the Trustee
would make a final distribution to unitholders of such cash proceeds plus any
other cash held by the Trust after the payment of or provision for all
liabilities of the Trust, and the Trust would be terminated.
On April 6, 1997, MESA Inc. signed a definitive agreement with Parker &
Parsley Petroleum Company to merge and create Pioneer Natural Resources Company,
the third largest independent oil and gas exploration and production company in
the United States. The proposed transaction is subject to MESA Inc. and Parker &
Parsley Petroleum Company stockholder approvals. There can be no assurance that
this transaction will be completed or what the final terms or timing thereof
will be. MESA Inc. has advised the Trust that this merger should have no
significant effects on the Trust, although the precise nature of any effects
cannot be predicted or quantified at this time.
7
The following tables provide a summary of the calculations of the net
proceeds attributable to the Partnership's royalty interest (unaudited):
SOUTH
BRAZOS MARSH WEST
A-7 AND ISLAND 155 DELTA 61 MATAGORDA
A-39 AND 156 AND 62 ISLAND 624 TOTAL
------------ ----------- ------------ ---------- ------------
THREE MONTHS ENDED MARCH 31, 1997:
Ninety percent of gross
proceeds...................... $ 685,458 $ 4,904,049 $ 686,747 $ 472,414 $ 6,748,668
Less ninety percent of --
Operating expenditures........ (116,730) (324,551) (195,321) (74,126) (710,728)
Capital costs recovered......... -- (4,774,348) (33,897) -- (4,808,245)
Accrual for future abandonment
costs......................... (60,042) (17,139) (33,868) (6,980) (118,029)
------------ ----------- ------------ ---------- ------------
Net proceeds (excess costs)..... $ 508,686 $ (211,989) $ 423,661 $ 391,308 $ 1,111,666
============ =========== ============ ========== ============
Trust share of net proceeds
(99.99%)...................... $ 1,111,555
============
Production Volumes and Average
Prices:
Crude oil, condensate and
natural gas liquids (Bbls).... 277 57,563 1,453 1,404 60,697
============ =========== ============ ========== ============
Average sales price per Bbl..... $ 21.89 $ 20.44 $ 20.30 $ 23.14 $ 20.50
============ =========== ============ ========== ============
Natural gas (Mcf)............... 205,820 1,108,343 195,539 126,151 1,635,853
============ =========== ============ ========== ============
Average sales price per Mcf..... $ 3.30 $ 3.36 $ 3.36 $ 3.49 $ 3.36
============ =========== ============ ========== ============
Producing wells................. 3 5 4 3 15
THREE MONTHS ENDED MARCH 31, 1996:
Ninety percent of gross proceeds..$ 393,557 $ 573,676 $ 841,901 $ 221,187 $ 2,030,321
Less ninety percent of --
Operating expenditures........ (154,303) (164,073) (157,950) (93,250) (569,576)
Capital costs recovered......... -- (1,061,721) -- (294,442) (1,356,163)
Accrual for future abandonment
costs......................... (28,769) 2,917 (40,460) (2,252) (68,564)
------------ ----------- ------------ ---------- ------------
Net proceeds (excess costs)..... $ 210,485 $ (649,201) $ 643,491 $ (168,757) $ 36,018
============ =========== ============ ========== ============
Trust share of net proceeds
(99.99%)...................... $ 36,014
============
Production Volumes and Average
Prices:
Crude oil, condensate and
natural gas liquids (Bbls).... 383 14,953 1,941 1,532 18,809
============ =========== ============ ========== ============
Average sales price per Bbl..... $ 16.44 $ 15.85 $ 15.18 $ 18.39 $ 16.00
============ =========== ============ ========== ============
Natural gas (Mcf)............... 193,166 141,980 329,189 99,036 763,371
============ =========== ============ ========== ============
Average sales price per Mcf..... $ 2.00 $ 2.37 $ 2.47 $ 1.95 $ 2.27
============ =========== ============ ========== ============
Producing wells................. 2 2 2 3 9
============ =========== ============ ========== ============
- ------------
o The amounts shown are for Mesa Offshore Royalty Partnership.
o The amounts for the three months ended March 31, 1997 and 1996 represent
actual production for the periods November 1996 through January 1997 and
November 1995 through January 1996, respectively.
o Capital costs recovered represent capital costs incurred during the current
or prior periods to the extent that such costs have been recovered by Mesa
from current period Gross Proceeds.
o Producing wells indicate the number of wells capable of production as of the
end of the period.
8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
(Asterisk indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.)
SEC FILE
OR
REGISTRATION EXHIBIT
NUMBER NUMBER
------------ ------
4(a) * Mesa Offshore Trust Indenture between
Mesa Petroleum Co. and Texas Commerce
Bank National Association, as
Trustee, dated December 15, 1982..... 2-79673 10(gg)
4(b) * Overriding Royalty Conveyance between
Mesa Petroleum Co. and Mesa Offshore
Royalty Partnership, dated December
15, 1982............................. 2-79673 10(hh)
4(c) * Partnership Agreement between Mesa
Offshore Management Co. and Texas
Commerce Bank National Association,
as Trustee, dated December 15,
1982................................. 2-79673 10(ii)
4(d) * Amendment to Partnership Agreement
between Mesa Offshore Management Co.,
Texas Commerce Bank National
Association, as Trustee, and Mesa
Operating Limited Partnership, dated
December 27, 1985 (Exhibit 4(d) to
Form 10-K for year ended December 31,
1992 of Mesa Offshore Trust)......... 1-8432 4(d)
4(e) * Amendment to Partnership Agreement
between Texas Commerce Bank National
Association, as Trustee and Mesa
Operating dated as of January 5, 1994
(Exhibit 4(e) to Form 10-K for year
ended December 31, 1993 of Mesa
Offshore Trust)...................... 1-8432 4(e)
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
None.
9
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.
MESA OFFSHORE TRUST
TEXAS COMMERCE BANK
By NATIONAL ASSOCIATION
TRUSTEE
By /s/ PETE FOSTER
PETE FOSTER
SENIOR VICE PRESIDENT & TRUST
OFFICER
Date: May 13, 1997
The Registrant, Mesa Offshore Trust, has no principal executive officer,
principal financial officer, board of directors or persons performing similar
functions. Accordingly, no additional signatures are available and none have
been provided.
10
Exhibit Index
(Asterisk indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.)
SEC FILE
OR
REGISTRATION EXHIBIT
NUMBER NUMBER
------------ ------
4(a) * Mesa Offshore Trust Indenture between
Mesa Petroleum Co. and Texas Commerce
Bank National Association, as
Trustee, dated December 15, 1982..... 2-79673 10(gg)
4(b) * Overriding Royalty Conveyance between
Mesa Petroleum Co. and Mesa Offshore
Royalty Partnership, dated December
15, 1982............................. 2-79673 10(hh)
4(c) * Partnership Agreement between Mesa
Offshore Management Co. and Texas
Commerce Bank National Association,
as Trustee, dated December 15,
1982................................. 2-79673 10(ii)
4(d) * Amendment to Partnership Agreement
between Mesa Offshore Management Co.,
Texas Commerce Bank National
Association, as Trustee, and Mesa
Operating Limited Partnership, dated
December 27, 1985 (Exhibit 4(d) to
Form 10-K for year ended December 31,
1992 of Mesa Offshore Trust)......... 1-8432 4(d)
4(e) * Amendment to Partnership Agreement
between Texas Commerce Bank National
Association, as Trustee and Mesa
Operating dated as of January 5, 1994
(Exhibit 4(e) to Form 10-K for year
ended December 31, 1993 of Mesa
Offshore Trust)...................... 1-8432 4(e)
27 Financial Data Schedule