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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, 2002.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8518
LL&E ROYALTY TRUST
(Exact name of registrant as specified in its charter)
<Table>
TEXAS 76-6007940
(State or other jurisdiction of (I.R.S. Employer
incorporation Identification No.)
or organization)
JPMORGAN CHASE BANK, TRUSTEE 78701
INSTITUTIONAL TRUST SERVICES (Zip Code)
700 LAVACA
AUSTIN, TEXAS
(Address of principal executive offices)
</Table>
Registrant's telephone number, including area code: (800) 852-1422
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
At November 13, 2002, 18,991,304 Units of Beneficial Interest in the
registrant were outstanding.
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TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Part I. Financial Information
Item 1. Financial Statements:
Presentation of Financial Information.................. 2
Statements of Cash Earnings and Distributions.......... 3
Statements of Assets, Liabilities and Trust Corpus..... 3
Statements of Changes in Trust Corpus.................. 3
Notes to Financial Statements.......................... 4
Independent Accountants' Review Report................. 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk............................................ 15
Item 4. Controls and Procedures........................... 15
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.................. 16
Signature................................................... 17
Certification............................................... 19
</Table>
-1-
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LL&E ROYALTY TRUST
PRESENTATION OF FINANCIAL INFORMATION
The accompanying unaudited financial statements of LL&E Royalty Trust
(Trust) have been prepared in accordance with the instructions to Form 10-Q. The
financial statements were prepared on the basis of cash receipts and
disbursements and are not intended to be a presentation in conformity with
accounting principles generally accepted in the United States of America. The
information reflects all adjustments which, in the opinion of the Trustee, are
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 Annual Report on
Form 10-K for the year ended December 31, 2001. The cash earnings and
distributions for the nine months ended September 30, 2002 are not necessarily
indicative of the results to be expected for the year 2002.
The September 30, 2002 and 2001 financial statements included in this
filing on Form 10-Q have been reviewed by KPMG LLP, independent auditors, in
accordance with established professional standards and procedures for such a
review. The review report of KPMG LLP is included herein.
-2-
LL&E ROYALTY TRUST
STATEMENTS OF CASH EARNINGS AND DISTRIBUTIONS
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Royalty revenues............................ $ 485,599 $ 2,903,573 $ 1,733,459 $11,050,271
Trust administrative expenses............... (125,471) (127,171) (403,892) (425,404)
----------- ----------- ----------- -----------
Cash earnings............................... 360,128 2,776,402 1,329,567 10,624,867
Changes in undistributed cash............... 864 (785) 22,121 2,532
----------- ----------- ----------- -----------
Cash distributions.......................... $ 360,992 $ 2,775,617 $ 1,351,688 $10,627,399
=========== =========== =========== ===========
Cash distributions per Unit................. $ .0190 $ .1462 $ .0712 $ .5596
=========== =========== =========== ===========
Units outstanding........................... 18,991,304 18,991,304 18,991,304 18,991,304
=========== =========== =========== ===========
</Table>
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
(UNAUDITED)
<Table>
<Caption>
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(UNAUDITED)
ASSETS
Cash........................................................ $ 12,114 $ 34,235
Net overriding royalty interests in productive oil and gas
properties and 3% royalty interests in fee lands (notes 2,
3 and 5).................................................. 76,282,000 76,282,000
Less accumulated amortization (note 3)...................... (74,231,000) (74,168,000)
------------ ------------
Total assets...................................... $ 2,063,114 $ 2,148,235
============ ============
LIABILITIES AND TRUST CORPUS
Trust Corpus (18,991,304 Units of Beneficial Interest
authorized, issued and outstanding)....................... $ 2,063,114 $ 2,148,235
------------ ------------
Total liabilities and trust corpus................ $ 2,063,114 $ 2,148,235
============ ============
</Table>
STATEMENTS OF CHANGES IN TRUST CORPUS
(UNAUDITED)
<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
2002 2001
------------ -----------
Trust Corpus, beginning of period (note 3).................. $ 2,148,235 $ 2,382,160
Cash earnings............................................... 1,329,567 10,624,867
Cash distributions.......................................... (1,351,688) (10,627,399)
Amortization of royalty interest (note 3)................... (63,000) (105,000)
------------ -----------
Trust Corpus, end of period................................. $ 2,063,114 $ 2,274,627
============ ===========
</Table>
The accompanying notes are an integral part of these financial statements.
-3-
LL&E ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2002
(1) FORMATION OF THE TRUST
On June 28, 1983, The Louisiana Land and Exploration Company (herein
Working Interest Owner or Company) created the LL&E Royalty Trust (the "Trust")
and distributed Units of Beneficial Interest (Units) in the Trust to the holders
of record of capital stock of the Company on the basis of one Unit for each two
shares of capital stock held on June 22, 1983. On October 22, 1997, the
shareholders of the Company approved a definitive agreement to merge with
Burlington Resources Inc. ("BR"). Effective on that date, the Company became a
wholly owned subsidiary of BR. The merger has had no significant effects on the
Trust.
Upon creation of the Trust, the Company conveyed to the Trust (a) net
overriding royalty interests (Overriding Royalties), which are equivalent to net
profits interests, in certain productive oil and gas properties located in
Alabama, Florida, Texas and in federal waters offshore Louisiana (Productive
Properties) and (b) 3% royalty interests (Fee Lands Royalties) in certain of the
Company's then unleased, undeveloped south Louisiana fee lands (Fee Lands). The
Overriding Royalties and the Fee Lands Royalties are referred to collectively as
the "Royalties". Title to the Royalties is held by a partnership (Partnership)
of which the Trust and the Company are the only partners, holding 99% and 1%
interests, respectively.
The Trust is passive, with JPMorgan Chase Bank (the "Trustee") formerly
known as The Chase Manhattan Bank successor by merger to Chase Bank of Texas,
National Association as Trustee, having only such powers as are necessary for
the collection and distribution of revenues resulting from the Royalties, the
payment of Trust liabilities and the conservation and protection of the Trust
estate. The Units are listed on the New York Stock Exchange (NYSE Symbol: LRT).
(2) NET OVERRIDING ROYALTY INTERESTS AND FEE LANDS ROYALTIES
The instruments conveying the Overriding Royalties generally provide that
the Working Interest Owner or any successor working interest owner will
calculate and pay to the Trust each month an amount equal to various percentages
of the Net Proceeds (as defined in the Conveyance of Overriding Royalty
Interests) from the Productive Properties. For purposes of computing Net
Proceeds, the Productive Properties have been grouped geographically into three
groups of leases, each of which has been defined as a separate "Property."
Generally, Net Proceeds are computed on a Property-by-Property basis and consist
of the aggregate proceeds to the Working Interest Owner or any successor working
interest owner from the sale of oil, gas and other hydrocarbons from each of the
Productive Properties less: (a) all direct costs, charges, and expenses incurred
by the Working Interest Owner in exploration, production, development and other
operations on the Productive Properties (including secondary and tertiary
recovery operations), including abandonment costs; (b) all applicable taxes,
including severance and ad valorem taxes, but excluding income taxes except as
described in note 4 below; (c) all operating charges directly associated with
the Productive Properties; (d) an
-4-
LL&E ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2002
allowance for costs if costs and expenses for any Productive Property have
exceeded proceeds of production from such Productive Property in a preceding
month; and (e) charges for certain overhead expenses.
The Fee Lands Royalties consist of royalty interests equal to a 3% interest
in the future gross oil, gas, and other hydrocarbon production, if any, from
each of the Fee Lands, unburdened by the expense of drilling, completion,
development, operating and other costs incident to production. In June 1993,
pursuant to applicable law, the Fee Lands Royalties terminated as to all tracts
not then held by production or maintained by production from other tracts.
Consequently, at September 30, 2002, the Fee Lands consisted of approximately
32,000 gross acres.
(3) BASIS OF PRESENTATION
The financial statements of the Trust are prepared on the following basis:
(a) Royalties are recorded on a cash basis and are generally received
by the Trustee in the third month following the month of production of oil
and gas attributable to the Trust's interest.
(b) Trust expenses, which include accounting, engineering, legal and
other professional fees, Trustee's fees and out-of-pocket expenses, are
recorded on a cash basis.
(c) Amortization of the net overriding royalty interests in productive
oil and gas properties and the 3% royalty interest in Fee Lands, which is
calculated on a unit-of-production basis, is charged directly to the Trust
Corpus since the amount does not affect cash earnings.
(d) The initial carrying value of the Trust's royalty interests in oil
and gas properties represents the Company's cost on a successful efforts
basis (net of accumulated depreciation, depletion and amortization) at June
28, 1983 applicable to the interest in the properties transferred to the
Trust. Information regarding the calculation of the amount of such cost was
supplied by the Company to the Trustee. The unamortized balance at
September 30, 2002, is not necessarily indicative of the fair market value
of the interests held by the Trust.
The preparation of the financial statements requires estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
While these statements differ from financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America, the cash basis of reporting revenues and expenses is considered to be
the most meaningful because monthly distributions to the Unit holders are based
on net cash receipts. The financial information furnished herein should be read
in conjunction with the
-5-
LL&E ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2002
financial statements and notes thereto included in the Trust's Annual Report on
Form 10-K for the year ended December 31, 2001.
(4) FEDERAL INCOME TAX MATTERS
In May and June 1983, the Company applied to the Internal Revenue Service
(IRS) for certain rulings, including the following: (a) the Trust will be
classified for federal income tax purposes as a trust and not as an association
taxable as a corporation, (b) the Trust would be characterized as a "grantor"
trust as to the Unit holders and not as a "simple" or "complex" trust (a
"non-grantor" trust), (c) the Partnership will be classified as a partnership
and not as an association taxable as a corporation, (d) the Company will not
recognize gain or loss upon the transfer of the Royalties to the Trust or upon
the distribution of the Units to its stockholders, (e) each Royalty will be
considered an economic interest in oil and gas in place, and each Overriding
Royalty would constitute a single property within the meaning of Section 614(a)
of the Internal Revenue Code, (f) the steps taken to create the Trust and the
Partnership and to distribute the Units will be viewed for federal income tax
purposes as a distribution of the Royalties by the Company to its stockholders,
followed by the contribution of the Royalties by the stockholders to the
Partnership in exchange for interests therein, which in turn was followed by the
contribution by the stockholders of the interests in the Partnership to the
Trust in exchange for Units, and (g) the transfer of a Unit of the Trust will be
considered for federal income tax purposes to be the transfer of the
proportionate part of the Partnership interest attributable to such Unit.
Subsequent to the distribution of the Units, the IRS ruled favorably on all
requested rulings except (d). Because the rulings were issued after the
distribution of the Units, however, the rulings could be revoked by the IRS if
it changes its position on the matters they address. If the IRS changed its
position on these issues, challenged the Trust and the Unit holders and was
successful, the result could be adverse.
The Company withdrew its requested ruling (d) that the Company did not
recognize gain or loss upon the transfer of the Royalties to the Trust or upon
distribution of the Units to its stockholders because the IRS proposed to rule
that the transfer and distribution resulted in the recapture of ordinary income
attributable to intangible drilling and development costs under Section 1254 of
the Code (IDC Recapture Income). Counsel for the Company expressed no opinion on
this issue. The Company and IRS subsequently litigated the issue, and in 1989
the Tax Court rendered an opinion favorable to the Company. The Tax Court held
that the Company's transfer of the Royalties to the Trust and its distribution
of the Units to its stockholders did not constitute a disposition of "oil, gas,
or geothermal property" within the meaning of Section 1254 of the Code.
Consequently, the Company was not required to recognize IDC Recapture Income on
the disposition of the Royalties. The opinion of the Tax Court has become final
and nonappealable.
-6-
LL&E ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2002
These financial statements are prepared on the basis that the Trust will be
treated as a "grantor" trust and that the Partnership will be treated as a
partnership for federal income tax purposes. Accordingly, no income taxes are
provided in the financial statements.
(5) DISMANTLEMENT COSTS
The Working Interest Owner, under the terms of the Trust Conveyances is
permitted to escrow funds from the Productive Properties for estimated future
costs such as dismantlement costs and capital expenditures (the "Special
Costs"). According to the most recent reserve report, included in the Trust's
Annual Report and Form 10-K for the year ended December 31, 2001, the total
future dismantlement costs to the Working Interest Owner are estimated to be
$8,800,000 for Jay Field, $2,400,000 for South Pass 89, and $2,300,000 for the
Offshore Louisiana property (down from previous estimates of $9,600,000,
$2,600,000 and $3,000,000, respectively). The Trust's interests in these
properties are equivalent to 50% of the net proceeds from Jay Field and South
Pass 89 properties and 90% of the net proceeds from the Offshore Louisiana
property.
In February 2000, the Working Interest Owner informed the Trustee that it
had elected at that time not to escrow any additional funds from the Productive
Properties to provide for the Trust's portion of the estimated dismantlement
costs effective with the April 2000 royalty distribution.
The cumulative escrow balance as of September 30, 2002 was $4,543,402 for
the Jay Field property and $2,600,000 for the South Pass 89 property, 50% of
which would otherwise have been distributable to the Trust. At September 30,
2002, the cumulative escrow balance for the Offshore Louisiana property was
$3,000,000, 90% of which would otherwise have been distributable to the Trust.
The Conveyances prohibit the Working Interest Owner from escrowing additional
funds for estimated future Special Costs with respect to a particular Productive
Property once the amount escrowed exceeds 125% of the aggregate estimated future
Special Costs for that Property. The Conveyances permit the Working Interest
Owner to release funds from any of the Special Costs escrows at any time if it
determines in its sole discretion that there no longer exists a need for
escrowing all or any portion of such funds. However, the Working Interest Owner
is not required to do so. The Working Interest Owner has informed the Trustee
that it does not intend to release any of the excess escrowed funds at this
time.
The Working Interest Owner has advised the Trustee that it intends to
continue monitoring its estimates of relevant factors in order to evaluate the
necessity of escrowing funds on an ongoing basis. The Working Interest Owner is
under no obligation to give any advance notice to the Trustee or the Unit
holders in the event it determines that additional funds should be escrowed. If
the Working Interest Owner begins to escrow additional funds, the Royalties paid
to the Trust would be reduced, and the reductions could be significant.
-7-
LL&E ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2002
(6) CONTINGENCY
The Trustee has been informed by the Working Interest Owner that the
Working Interest Owner has been named as one of many defendants in certain
lawsuits alleging the underpayment of royalties on the production of natural gas
and natural gas liquids through the use of below-market prices, improper
deductions, improper measurement techniques and transactions with affiliated
companies. Plaintiffs in some of the lawsuits allege that the underpayment of
royalties, among other things, resulted in false forms being filed by the
Working Interest Owner with the Minerals Management Service, thereby violating
the civil False Claims Act.
If the plaintiffs are successful in the matters described above, revenues
to the Trust could decrease. A judgment or settlement could entitle the Working
Interest Owner to reimbursements for past periods attributable to properties
covered by the Trust's interest, which could decrease future royalty payments to
the Trust. The Working Interest Owner has informed the Trustee that at this
time, the Working Interest Owner is not able to reasonably estimate the amount
of any potential loss or settlement allocable to the Trust's interest.
-8-
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
JPMorgan Chase Bank, Trustee
and the Unit Holders of LL&E Royalty Trust:
We have reviewed the accompanying statement of assets, liabilities and
Trust corpus of LL&E Royalty Trust (Trust) as of September 30, 2002, and the
related statements of cash earnings and distributions for the three-month and
nine-month periods ended September 30, 2002 and 2001 and changes in Trust corpus
for the nine-month periods ended September 30, 2002 and 2001. These financial
statements are the responsibility of the Trustee.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
As described in Note 3, these financial statements were prepared on the
basis of cash receipts and disbursements and are not intended to be a
presentation in conformity with accounting principles generally accepted in the
United States of America.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with the basis of accounting as described in Note 3.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets, liabilities and Trust corpus as of December
31, 2001, and the related statements of cash earnings and distributions and
changes in Trust corpus for the year then ended (not presented herein), and in
our report dated March 8, 2002, we expressed an unqualified opinion on those
financial statements which were prepared on the basis of accounting described in
Note 3.
KPMG LLP
Dallas, Texas
October 15, 2002
-9-
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 fact included in this Form 10-Q, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are forward-looking statements.
Although the Working Interest Owner has advised the Trust that it believes that
the expectations reflected in the forward-looking statements contained herein
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 and in the Trust's Form 10-K, 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.
The unaudited data included in the financial statements and notes thereto
in Item 1 are an integral part of this discussion and analysis and should be
read in conjunction herewith. The information contained herein regarding
operations and exploration and development activities on the properties burdened
by the Royalties, and certain other matters, has been furnished by the Working
Interest Owner.
LIQUIDITY AND CAPITAL RESOURCES
As stipulated in the Trust Agreement, the Trust is intended to be passive,
and the Trustee's activities are limited to the receipt of revenues attributable
to the Royalties, which revenues are to be distributed currently (after payment
of or provision for Trust expenses and liabilities) to the owners of the Units.
The Trust has no source of liquidity or capital resources other than the
revenue, if any, attributable to the Royalties.
The Working Interest Owner, under the terms of the Trust Conveyances, is
permitted to escrow funds from the Productive Properties for estimated future
costs such as dismantlement costs and capital expenditures. According to the
most recent reserve report, included in the Trust's Annual Report and Form 10-K
for the year ended December 31, 2001, the total future dismantlement costs to
the Working Interest Owner are estimated to be $8,800,000 for Jay Field,
$2,400,00 for South Pass 89, and $2,300,000 for the Offshore Louisiana property
(down from previous estimates of $9,600,000, $2,600,000 and $3,000,000,
respectively). The Trust's interests in these properties are equivalent to 50%
of the net proceeds from Jay Field and South Pass 89 properties and 90% of the
net proceeds from the Offshore Louisiana property.
In February 2000, the Working Interest Owner informed the Trustee that it
had elected at that time not to escrow any additional funds from the Productive
Properties to provide for the Trust's portion of estimated dismantlement costs
effective with the April 2000 royalty distribution.
The cumulative escrow balance as of September 30, 2002 was $4,543,402 for
the Jay Field property and $2,600,000 for the South Pass 89 property, 50% of
which would otherwise have been distributable to the Trust. At September 30,
2002, the cumulative escrow balance for the Offshore Louisiana property was
$3,000,000,
-10-
90% of which would otherwise have been distributable to the Trust. The
Conveyances prohibit the Working Interest Owner from escrowing additional funds
for estimated future Special Costs with respect to a particular Productive
Property once the amount escrowed exceeds 125% of the aggregate estimated future
Special Costs for that Property. The Conveyances permit the Working Interest
Owner to release funds from any of the Special Costs escrows at any time if it
determines in its sole discretion that there no longer exists a need for
escrowing all or any portion of such funds. However, the Working Interest Owner
is not required to do so. The Working Interest Owner has informed the Trustee
that it does not intend to release any of the excess escrowed funds at this
time.
The Working Interest Owner has advised the Trustee that it intends to
continue monitoring its estimates of relevant factors in order to evaluate the
necessity of escrowing funds on an ongoing basis. The Working Interest Owner is
under no obligation to give any advance notice to the Trustee or the Unit
holders in the event it determines that additional funds should be escrowed. If
the Working Interest Owner begins to escrow additional funds, the Royalties paid
to the Trust would be reduced, and the reductions could be significant.
RESULTS OF OPERATIONS
Revenues are generally received in the third month following the month of
production of oil and gas attributable to the Trust's interest. Both revenues
and Trust expenses are recorded on a cash basis. Accordingly, distributions to
Unit holders for the three-month and nine-month periods ended September 30, 2002
and 2001 (the 2002 and 2001 "Third Quarter" and "First Nine Months",
respectively) are attributable to the Working Interest Owner's operations during
the periods April through June (the "Three-Month Operating Periods") of 2002 and
2001, respectively and the periods October 2001 through June 2002 and October
2000 through June 2001 (the 2002 and 2001 "Nine-Month Operating Periods",
respectively).
Distributions to Unit holders for the 2002 and 2001 Third Quarters amounted
to $360,992 ($.0190 per Unit) and $2,775,617 ($.1462 per Unit), respectively.
During these periods, the Trust received cash of $485,599 and $2,903,573
respectively, from the Working Interest Owner with respect to the Royalties from
the Productive Properties.
The monthly per Unit distributions for the 2002 and 2001 Third Quarters
were as follows:
<Table>
<Caption>
2002 2001
------ ------
July........................................................ $.0055 $.0504
August...................................................... .0100 .0554
September................................................... .0035 .0404
------ ------
$.0190 $.1462
====== ======
</Table>
Distributions to Unit holders for the First Nine Months of 2002 and 2001
amounted to $1,351,688 ($.0712 per Unit) and $10,627,399 ($.5596 per Unit),
respectively. During these periods, the Trust received cash of $1,733,459 and
$11,050,271, respectively, from the Working Interest Owner with respect to the
Royalties from the Productive Properties.
-11-
The following unaudited schedules provide summaries of the Working Interest
Owner's calculation of the Net Proceeds from the Productive Properties and the
Royalties paid to the Trust for the Third Quarter and First Nine Months of 2002:
THIRD QUARTER 2002
<Table>
<Caption>
OFFSHORE
JAY FIELD SOUTH PASS 89 LOUISIANA TOTAL
----------- ------------- ---------- -----------
Revenues:
Liquids................................. $ 4,153,922 $ 509,287 $ 144,225 $ 4,807,434
Natural gas............................. 33,995 560,765 1,369,432 1,964,192
----------- ---------- ---------- -----------
4,187,917 1,070,052 1,513,657 6,771,626
Production costs and expenses(1).......... (2,642,943) (105,910) (282,828) (3,031,681)
Capital expenditures...................... (1,817,829) (28,396) (424) (1,846,649)
----------- ---------- ---------- -----------
Net Proceeds.............................. $ (272,855) $ 935,746 $1,230,405 $ 1,893,296
=========== ========== ========== ===========
Overriding Royalties paid to the
Trust(2)................................ $ -- $ 467,873 $ -- $ 467,873
=========== ========== ==========
Fee Lands Royalties................................................................. 17,726
-----------
Royalties paid to the Trust......................................................... $ 485,599
===========
</Table>
FIRST NINE MONTHS 2002
<Table>
<Caption>
OFFSHORE
JAY FIELD SOUTH PASS 89 LOUISIANA TOTAL
----------- ------------- ----------- ------------
Revenues:
Liquids................................ $13,669,105 $1,664,591 $ 320,807 $ 15,654,503
Natural gas............................ 83,674 1,301,084 2,867,271 4,252,029
----------- ---------- ----------- ------------
13,752,779 2,965,675 3,188,078 19,906,532
Production costs and expenses(1)......... (8,717,640) (321,979) (956,516) (9,996,135)
Capital expenditures..................... (8,442,083) (117,698) (1,504,311) (10,064,092)
----------- ---------- ----------- ------------
Net Proceeds............................. $(3,406,944) $2,525,998 $ 727,251 $ (153,695)
=========== ========== =========== ============
Overriding Royalties paid to the
Trust(2)............................... $ 450,771 $1,262,998 $ -- $ 1,713,769
=========== ========== ===========
Fee Lands Royalties................................................................. 19,690
------------
Royalties paid to the Trust......................................................... $ 1,733,459
============
</Table>
-12-
- ---------------
(1) Interest earned on funds escrowed for estimated future dismantlement costs
are reported as a reduction of production costs and expenses. Interest
earned for the 2002 Third Quarter and 2002 First Nine Months was $96,342 and
$293,307, respectively. Pursuant to the terms of the Trust Conveyances,
interest earned on the escrowed funds for any month will be calculated at an
interest rate equal to 80% of the median between the Prime Rate at the end
of such month and the Prime Rate at the end of the preceding month.
(2) As a result of excess production costs being incurred in one monthly
operating period and then being recovered in a subsequent monthly operating
period(s), the Overriding Royalties paid to the Trust may not agree to the
Trust's royalty interest in the Net Proceeds. As of September 30, 2002,
excess production costs to be recovered from future revenues totaled
$4,308,487 for the Jay Field property and $252,548 for the Offshore
Louisiana property.
The following unaudited schedules provide summaries of the Working Interest
Owner's calculation of the Net Proceeds from the Productive Properties and the
Royalties paid to the Trust for the Third Quarter and First Nine Months of 2001:
THIRD QUARTER 2001
<Table>
<Caption>
OFFSHORE
JAY FIELD SOUTH PASS 89 LOUISIANA TOTAL
----------- ------------- ---------- -----------
Revenues:
Liquids................................. $ 6,376,745 $ 855,101 $ 227,935 $ 7,459,781
Natural gas............................. 280,590 621,926 1,003,227 1,905,743
----------- ---------- ---------- -----------
6,657,335 1,477,027 1,231,162 9,365,524
Production costs and expenses(1).......... (3,045,880) (25,130) (341,679) (3,412,689)
Capital expenditures...................... (1,013,431) (16) (14,410) (1,027,857)
----------- ---------- ---------- -----------
Net Proceeds.............................. $ 2,598,024 $1,451,881 $ 875,073 $ 4,924,978
=========== ========== ========== ===========
Overriding Royalties paid to the Trust.... $ 1,299,012 $ 725,941 $ 787,565 $ 2,812,518
=========== ========== ==========
Fee Lands Royalties................................................................. 91,055
-----------
Royalties paid to the Trust......................................................... $ 2,903,573
===========
</Table>
-13-
FIRST NINE MONTHS 2001
<Table>
<Caption>
OFFSHORE
JAY FIELD SOUTH PASS 89 LOUISIANA TOTAL
----------- ------------- ---------- -----------
Revenues:
Liquids................................. $21,227,320 $3,248,041 $ 705,991 25,181,352
Natural gas............................. 1,068,492 2,575,534 4,047,646 7,691,672
----------- ---------- ---------- -----------
22,295,812 5,823,575 4,753,637 32,873,024
Production costs and expenses(1).......... (8,770,131) 133,906 (803,189) (9,439,414)
Capital expenditures...................... (3,536,410) (16) (468,788) (4,005,214)
----------- ---------- ---------- -----------
Net Proceeds.............................. $ 9,989,271 $5,957,465 $3,481,660 $19,428,396
=========== ========== ========== ===========
Overriding Royalties paid to the
Trust(2)................................ $ 4,994,636 $2,978,733 $2,844,745 $10,818,114
=========== ========== ==========
Fee Lands Royalties................................................................. 232,157
-----------
Royalties paid to the Trust......................................................... $11,050,271
===========
</Table>
- ---------------
(1) Interest earned on funds escrowed for estimated future dismantlement costs
are reported as a reduction of production costs and expenses. Interest
earned for the 2001 Third Quarter and 2001 First Nine Months was $141,196
and $497,899, respectively. Pursuant to the terms of the Trust Conveyances,
interest earned on the escrowed funds for any month will be calculated at an
interest rate equal to 80% of the median between the Prime Rate at the end
of such month and the Prime Rate at the end of the preceding month.
(2 As a result of excess production costs being incurred in one monthly
operating period and then being recovered in a subsequent monthly operating
period(s), the Overriding Royalties paid to the Trust may not agree to the
Trust's royalty interest in the Net Proceeds.
The following unaudited schedule summarizes the Working Interest Owner's
calculation of the Net Proceeds from the Productive Properties and the Royalties
paid to the Trust for the Third Quarter and First Nine Months of 2002 and 2001.
<Table>
<Caption>
THIRD QUARTER FIRST NINE MONTHS
-------------------------- ----------------------------
2002 2001 2002 2001
----------- ----------- ------------ ------------
Net Proceeds:
Revenues.................... $ 6,771,626 $ 9,365,524 $ 19,906,532 $ 32,873,024
Production costs and
expenses.................. (3,031,681) (3,412,689) (9,996,135) (9,439,414)
Capital expenditures........ (1,846,649) (1,027,857) (10,064,092) (4,005,214)
----------- ----------- ------------ ------------
Net Proceeds................ $ 1,893,296 $ 4,924,978 $ (153,695) $ 19,428,396
=========== =========== ============ ============
Royalties paid to the Trust:
Overriding Royalties........ $ 467,873 $ 2,812,518 $ 1,713,769 $ 10,818,114
Fee Lands Royalties......... 17,726 91,055 19,690 232,157
----------- ----------- ------------ ------------
Royalties paid to the
Trust..................... $ 485,599 $ 2,903,573 $ 1,733,459 $ 11,050,271
=========== =========== ============ ============
</Table>
-14-
Revenues of the Working Interest Owner with respect to the Productive
Properties decreased 28% in the 2002 Three-Month Operating Period versus the
comparable period in 2001 primarily due to lower production volumes and gas
prices.
Average crude oil, natural gas liquids and natural gas prices received by
the Working Interest Owner in the 2002 Three-Month Operating Period attributable
to the Productive Properties were $24.84 per barrel, $17.63 per barrel and $3.21
per thousand cubic feet ("mcf"), respectively. In the comparable 2001 period
average crude oil, natural gas liquids and natural gas prices were $26.62 per
barrel, $22.05 per barrel and $5.64 per mcf, respectively. In the 2002
Nine-Month Operating Period, average crude oil, natural gas liquids and natural
gas prices were $22.63 per barrel, $16.09 per barrel and $2.76 per mcf,
respectively. In the comparable 2001 Nine-Month Operating Period average crude
oil, natural gas liquids and natural gas prices were $28.44 per barrel, $25.37
per barrel and $6.86 per mcf, respectively.
Production costs and expenses incurred by the Working Interest Owner on the
Productive Properties decreased 11 percent in the 2002 Three-Month Operating
Period versus the comparable period in 2001 primarily due to lower severance tax
expense and a decrease in workover expense at Jay Field. Production costs and
expenses increased 6% in the 2002 Nine-Month Operating Period versus the
comparable period in 2001 primarily due to an increase in workover expense at
Jay Field and lower credits received for third-party processing at South Pass 89
partially offset by lower severance tax expense.
Capital expenditures increased 80% and 151% in the 2002 Three-Month
Operating Period and the 2002 Nine-Month Operating Period, respectively, versus
the comparable periods in 2001 primarily due to higher costs associated with
nitrogen purchases at Jay Field and an increase in development drilling related
to new wells at the Jay Field and Offshore Louisiana properties.
Imputed production attributable to the Trust is calculated by multiplying
the gross production volumes attributable to the Productive Properties by the
ratio of the net overriding royalties paid to the Trust to the gross revenues
attributable to the Productive Properties. Imputed liquids production was 8,544
barrels for the 2002 Three-Month Operating Period and 69,263 barrels for the
2001 Three-Month Operating Period. Imputed natural gas production was 42,288 mcf
and 174,387 mcf for the respective periods.
At September 30, 2002, the Fee Lands consisted of approximately 32,000
gross acres in south Louisiana, approximately 3,865 of which were under lease.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Trust does not utilize market risk sensitive instruments.
ITEM 4. CONTROLS AND PROCEDURES.
The Trust does not have a Chief Executive Officer, a Chief Financial
Officer, employees, a Board of Directors, an Audit Committee of the Board of
Directors or persons performing equivalent functions. The Trust is passive, and
the Trustee has only powers necessary for the collection and distribution of
revenues resulting from the Royalties.
-15-
Within the 90 days prior to the date of this report, the Trustee carried
out an evaluation of the effectiveness of the design and operation of the
Trust's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
Based upon that evaluation, Mike Ulrich, as Trust Officer of the Trustee,
concluded that the controls and procedures maintained in effect by the Trustee
are effective to ensure timely disclosure and reporting of all material
information required to be disclosed, while noting certain potential limitations
on the effectiveness of the disclosure controls and procedures relating to the
Trust as described herein. The Trustee also believes that the controls and
procedures maintained in effect by Burlington Resources, Inc., as Working
Interest Owner and as the Managing General Partner of the Partnership which
holds title to the Royalties, are effective to ensure timely disclosure and
reporting of all material information required to be disclosed, although the
Trustee does not have any way to verify that the controls and procedures
maintained in effect by the Managing General Partner and Working Interest Owner
are adequate for the Trust's purposes, and the Trustee has been unable to obtain
assurances from the Managing General Partner and Working Interest Owner that its
controls and procedures are adequate for the Trust's purposes. The Managing
General Partner and Working Interest Owner has assured the Trustee that the
information it has provided to the Trustee is accurate in all material respects.
However, due to the nature of the Trust and the Partnership which holds title to
the Royalties, as well as the nature of the underlying Royalties, there may be
inherent weaknesses in the controls and procedures at various levels which may
adversely affect the Trust's ability to identify and disclose and report all
information required to be disclosed and reported. These inherent weaknesses in
disclosure controls and procedures are described below:
- Burlington Resources, Inc., as the successor to The Louisiana Land and
Exploration Company, is the Managing General Partner of the Partnership,
which holds title to the Royalties in which the Trust has an interest.
The Managing General Partner is responsible under the terms of the
Partnership Agreement for keeping the books and records of the
Partnership, and for providing to the Trustee sufficient information
concerning the Royalties to permit the Trustee to comply with the
reporting obligations of the Trust under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and with the requirements of the
New York Stock Exchange or any other exchange on which the Trust Units
may be listed. The Partnership Agreement requires the Managing General
Partner to provide specified information to the Trustee by specified
dates, and provides that the Managing General Partner will indemnify the
Trustee, as Trustee of the Trust, against any loss, liability, damage or
expense incurred by the Trustee or arising out of any of the information
provided by the Managing General Partner being untimely or incorrect or
untrue in any material respect. Under the terms of the Partnership
Agreement the Trustee has no obligation to verify the accuracy or
completeness of the information provided to the Trustee by the Managing
General Partner. The information furnished to the Trustee includes most
of the information relevant to the Trust, including all information
relating to the Productive Properties burdened by the Royalties, such as
operating data, data regarding operating and capital expenditures,
geological data relating to reserves, information regarding environmental
and other liabilities, the effects of regulatory changes, the number of
producing wells and acreage, and plans for future operating and capital
expenditures.
- Burlington Resources, Inc. is not the operator of any of the Productive
Properties. In its capacity as the Working Interest Owner, Burlington
Resources, Inc. obtains the information that it furnishes to the Trustee
from the operators of the Productive Properties, each of which is a third
party over which
-16-
neither the Working Interest Owner nor the Trustee has control. Consequently, to
the extent that information that would be material to the Trust or that would be
required to be disclosed in the Trust's periodic or other filings under the
Exchange Act is not effectively identified by any such operator, or is not
effectively communicated by any such operator to the Working Interest
Owner, or is not effectively communicated by Burlington Resources, Inc.,
whether in its capacity as the Working Interest Owner or its capacity as
the Managing General Partner, to the Trustee, the information would not be
included in the Trust's periodic or other reports as required.
- Under the terms of the Trust Agreement, the Trustee is entitled to and
does rely upon certain experts in good faith, including (i) the
independent petroleum reserve engineers who prepare the annual imputed
reserve report included in the Trust's Annual Report on Form 10-K (which
reserve report includes projected production, operating expenses and
capital expenditures), and (ii) independent auditors with respect to
audits of financial data provided by Burlington Resources, Inc., as the
Managing General Partner and Working Interest Owner. The Trustee reviews
the information furnished to the Trustee by the Managing General Partner
and Working Interest Owner, but makes no independent or direct
verification of the reserve data, the operating data, the financial
information or other information furnished. Although the Trustee has no
reason to believe that its reliance upon experts and upon the Managing
General Partner is unreasonable, this reliance may be viewed as a
weakness.
The Trustee does not intend to expand its responsibilities beyond those
permitted or required by the Trust Agreement and those required by applicable
law.
As a result of its evaluation of disclosure controls and procedures as
described above, the Trustee is considering the feasibility of obtaining
additional assurances from the Managing General Partner and/or others regarding
their maintenance of disclosure controls and procedures (as defined in Rule
13a-14(c) under the Exchange Act) that would ensure that material information
relating to the Productive Properties is made known to the Trustee, particularly
during the period in which the periodic reports of the Trust are being prepared.
However, at the date of this report, no such assurances have been obtained, and
to the knowledge of the Trustee, no other changes have been implemented. The
Trustee has no authority over the disclosure controls and procedures of the
Managing General Partner and Working Interest Owner, or over those of any of the
operators of the properties burdened by the Royalties.
Because the Trust does not have a Chief Executive Officer, a Chief
Financial Officer, employees, a Board of Directors, an Audit Committee of the
Board of Directors or persons performing equivalent functions, the Trust cannot
furnish certifications in the form mandated by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. In lieu of the required certifications,
certifications substantially equivalent to those mandated by Sections 302 and
906 have been provided.
-17-
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4* -- Trust Agreement for LL&E Royalty Trust, dated as of June
1, 1983, between the Company and First City National Bank
of Houston, as Trustee.
28.1* -- Agreement of General Partnership of LL&E Royalty
Partnership.
28.2* -- Form of Conveyance of Overriding Royalty Interests for
Forth Worth Basin Property.
28.3* -- Form of Conveyance of Overriding Royalty Interests for
Jay Field (Alabama) Property.
28.4* -- Form of Conveyance of Overriding Royalty Interests for
Jay Field (Florida) Property.
28.5* -- Form of Conveyance of Overriding Royalty Interests for
Offshore Louisiana Property.
28.6* -- Form of Conveyance of Overriding Royalty Interests for
South Pass 89 Property.
28.7* -- Form of Royalty Deed.
99.1** -- Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
</Table>
- ---------------
* Incorporated by reference to Exhibits of like designation to Registrant's
Annual Report on Form 10-K for the period ended December 31, 1983 (Commission
File No. 1-8518).
** Incorporated by reference to the Exhibit of like designation to Registrant's
Current Report on Form 8-K dated November 14, 2002.
-18-
SIGNATURE
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.
LL&E ROYALTY TRUST
(Registrant)
By: JPMORGAN CHASE BANK
Trustee
By: /s/ MIKE ULRICH
----------------------------------
Mike Ulrich
Vice President and Trust Officer
Date: November 14, 2002
NOTE: Because the registrant is a trust without officers or employees, only the
signature of an officer of the Trustee is available and has been provided.
-19-
CERTIFICATION
I, Mike Ulrich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of LL&E Royalty
Trust, for which JPMorgan Chase acts as Trustee;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, distributable income and changes
in trust corpus of the registrant as of, and for, the periods presented in
this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14), or for
causing such controls and procedures to be established and maintained, for
the registrant and have:
a) designed such disclosure controls and procedures, or caused such
controls and procedures to be designed, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves any persons who
have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
In giving the foregoing certifications in paragraphs 4, 5 and 6 above, I
have relied to the extent I consider reasonable on information provided to
me by the Working Interest Owner and the Managing General Partner of LL&E
Royalty Partnership, in which the registrant owns a 99% interest.
/s/ MIKE ULRICH
--------------------------------------
Mike Ulrich
Vice President and Trust Officer
JPMorgan Chase Bank
Date: November 14, 2002
-20-
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4* -- Trust Agreement for LL&E Royalty Trust, dated as of June
1, 1983, between the Company and First City National Bank
of Houston, as Trustee.
28.1* -- Agreement of General Partnership of LL&E Royalty
Partnership.
28.2* -- Form of Conveyance of Overriding Royalty Interests for
Forth Worth Basin Property.
28.3* -- Form of Conveyance of Overriding Royalty Interests for
Jay Field (Alabama) Property.
28.4* -- Form of Conveyance of Overriding Royalty Interests for
Jay Field (Florida) Property.
28.5* -- Form of Conveyance of Overriding Royalty Interests for
Offshore Louisiana Property.
28.6* -- Form of Conveyance of Overriding Royalty Interests for
South Pass 89 Property.
28.7* -- Form of Royalty Deed.
99.1** -- Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes -- Oxley
Act of 2002.
</Table>
- ---------------
* Incorporated by reference to Exhibits of like designation to Registrant's
Annual Report on Form 10-K for the period ended December 31, 1983 (Commission
File No. 1-8518).
** Incorporated by reference to the Exhibit of like designation to Registrant's
Current Report on Form 8-K dated November 14, 2002.