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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-91014-01
TREASURE ISLAND ROYALTY TRUST
(Exact name of registrant as specified in its charter)
TEXAS 02-6148888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
WACHOVIA BANK, NATIONAL ASSOCIATION 77057
AS TRUSTEE OF THE TREASURE ISLAND ROYALTY TRUST (Zip Code)
CORPORATE TRUST DEPARTMENT
5847 SAN FELIPE, SUITE 1050
HOUSTON, TEXAS
(Address of principal executive office)
(713) 278-4320
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
As of May 10, 2005, there were 42,574,298 trust units outstanding.
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TABLE OF CONTENTS
Page
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PART I
Item 1. Unaudited Financial Statements:
Balance Sheet at March 31, 2005 and December 31, 2004...................... 1
Statement of Loss for the three months ended March 31, 2005 and 2004....... 2
Notes to Financial Statements.............................................. 3
Item 2. Trustee's Discussion and Analysis.......................................... 4
Item 3. Quantitative and Qualitative Disclosures about Market Risk................. 5
Item 4. Controls and Procedures.................................................... 5
PART II
Item 6. Exhibits................................................................... 6
i
TREASURE ISLAND ROYALTY TRUST
BALANCE SHEET
(UNAUDITED)
MARCH 31, 2005 DECEMBER 31, 2004
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Assets:
Cash............................................................... $ 100 $ 100
Overriding royalty interests in gas properties..................... 835,645 835,645
------------ -------------
Total assets.................................................. $ 835,745 $ 835,745
============ =============
Liabilities and trust corpus:
Current trust expenses payable..................................... $ 42,435 $ 39,300
Loan payable to Newfield........................................... 185,411 176,545
Interest payable................................................... 18,669 15,186
Commitments and contingencies...................................... - -
Trust corpus (42,574,298 units of beneficial interest authorized 835,745 835,745
and outstanding).................................................
Accumulated deficit................................................ (246,515) (231,031)
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Total liabilities and trust corpus............................ $ 835,745 $ 835,745
============ =============
The accompanying notes are an integral part of this financial statement.
TREASURE ISLAND ROYALTY TRUST
STATEMENT OF LOSS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------------------
2005 2004
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Royalty income........................................................... $ - $ -
General and administrative expense....................................... 12,001 20,255
Interest expense......................................................... 3,483 2,516
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Net loss............................................................. $ 15,484 $ 22,771
============ =============
Distributable income..................................................... - -
Distributable income per trust unit...................................... - -
Outstanding trust units.................................................. 42,574,298 42,574,298
The accompanying notes are an integral part of this financial statement.
2
TREASURE ISLAND ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
1. FORMATION AND PURPOSE OF THE TRUST
Treasure Island Royalty Trust was established in connection with Newfield
Exploration Company's November 2002 acquisition of EEX Corporation to provide
the shareholders of EEX with the option to receive an interest in an exploration
concept being pursued by EEX prior to the acquisition. The concept, referred to
as "Treasure Island," targets "ultra deep" prospects in the shallow waters of
the Gulf of Mexico. The trust owns, or has the right to receive, overriding
royalty interests to be paid from Newfield's (or its transferees') interest in
any future production that may be achieved from horizons below specified depths
in the Treasure Island area. Treasure Island remains an exploration concept and
there are no proved reserves or production currently associated with the royalty
interests.
The trust was created under the laws of the State of Texas pursuant to a
trust agreement entered into in June 2002 between Newfield, as grantor, and
several employees of Newfield, as trustees. The beneficial interest in the trust
is divided into 42,574,298 trust units, each of which represents an equal
undivided portion of the trust. At the time of Newfield's acquisition of EEX,
Newfield and Wachovia Bank, National Association, as successor trustee, entered
into an amended and restated trust agreement with respect to the trust and the
trust issued all 42,574,298 trust units to Newfield. Newfield subsequently
transferred all of the trust units to the holders of EEX stock who elected to
receive trust units as a portion of their consideration in the acquisition.
The sole purpose of the trust is to hold non-expense bearing overriding
royalty interests in any future production from a specified area. The royalty
interests are passive in nature. The trustee of the trust and the trust's
unitholders have no control over, or responsibility for any costs related to,
drilling, development or operations. Neither Newfield nor any other operator of
Treasure Island properties has any contractual commitment to the trust to
conduct drilling on the properties or to maintain its ownership interest in any
of the properties.
These unaudited financial statements reflect, in the opinion of the
trustee, all adjustments, consisting only of normal and recurring adjustments,
necessary to present fairly the trust's financial position as of, and results of
operations for, the periods presented. These financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all disclosures required for financial statements prepared in conformity
with generally accepted accounting principles.
Interim period results are not necessarily indicative of results for a
full year.
These financial statements and notes should be read in conjunction with
the trust's audited financial statements and the notes thereto for the year
ended December 31, 2004 included in the trust's annual report on Form 10-K.
2. BASIS OF PRESENTATION
The financial statements of the trust are prepared in conformity with
accounting principles generally accepted in the United States of America.
3. FEDERAL INCOME TAX
Under current law, the trust is taxable as a grantor trust and not as a
business entity, although there is a remote possibility that the Internal
Revenue Service would attempt to treat the trust as a business entity. A grantor
trust is not subject to tax at the trust level. For tax purposes, trust
unitholders are considered to own the trust's income and principal as though no
trust were in existence.
3
ITEM 2. TRUSTEE'S DISCUSSION AND ANALYSIS
OVERVIEW
CREATION AND PURPOSE OF THE TRUST. Treasure Island Royalty Trust was
established in connection with Newfield Exploration Company's November 2002
acquisition of EEX Corporation to provide the shareholders of EEX with the
option to receive an interest in an exploration concept being pursued by EEX
prior to the acquisition. The concept, referred to as "Treasure Island," targets
"ultra deep" prospects in the shallow waters of the Gulf of Mexico. The trust
owns, or has the right to receive, overriding royalty interests to be paid from
Newfield's (or its transferees') interest in any future production that may be
achieved from horizons below specified depths in the Treasure Island area.
Treasure Island remains an exploration concept and there are no proved reserves
or production currently associated with the royalty interests.
The sole purpose of the trust is to hold non-expense bearing overriding
royalty interests in any future production from a specified area. The royalty
interests are passive in nature. The trustee of the trust and the trust's
unitholders have no control over, or responsibility for any costs related to,
drilling, development or operations. Neither Newfield nor any other operator of
Treasure Island properties has any contractual commitment to the trust to
conduct drilling on the properties or to maintain its ownership interest in any
of the properties. The beneficial interest in the trust is divided into
42,574,298 trust units, each of which represents an equal undivided portion of
the trust.
TREASURE ISLAND. "Treasure Island" refers to a concept developed to
explore for oil and gas in "ultra deep" horizons below a salt weld typically
found at 18,000, but sometimes as deep as 22,200, feet true vertical depth in
the federal Outer Continental Shelf of the Gulf of Mexico. The Treasure Island
area covers horizons below specified depths in 116 lease blocks located offshore
Louisiana in the South Timbalier, Ship Shoal, South Marsh Island and Eugene
Island areas. The specified depth or depths for each of the blocks vary and were
agreed upon by EEX and Newfield prior to Newfield's acquisition of EEX. The
depths do not correspond exactly to the location of the base of the salt weld in
all cases.
Treasure Island exploratory wells require significant lead time to plan
and drill and are very expensive and technically challenging because of the
depth of the targeted horizons and expected harsh conditions such as high
temperature and pressure. Dry hole costs are expected to range from $50 - $100
million per well. Because of these risks and high drilling costs, Newfield does
not currently anticipate drilling any Treasure Island wells without one or more
partners to carry all or a substantial portion of the drilling costs.
The trust currently holds an interest in 19 lease blocks within the
Treasure Island area. Five of these leases were initially scheduled to expire in
either April 2005 or April 2006 but are protected from expiration indefinitely
by the ongoing drilling of the prospect described below. With respect to the
remaining 14 leases, two were scheduled to expire in April 2005, one is
scheduled to expire in June 2005, five are scheduled to expire in 2006 and six
are scheduled to expire in 2007. However, the leases scheduled to expire in
April or June 2005 and one of the leases scheduled to expire in 2006 have been
or will be protected from expiration for an indefinite period by completed or
planned activities under existing or proposed regulations of the Minerals
Management Service. An overriding royalty interest with respect to a particular
lease block will terminate if the lease expires.
Newfield is discussing potential transactions with respect to several
other prospects with third parties. However, Newfield may be unable to timely
reach agreement with any of these parties.
RECENT DEVELOPMENTS
The first well to test a Treasure Island prospect, "Blackbeard West," was
spud in early February 2005. The well is being drilled pursuant to agreements
Newfield entered into with Exxon Mobil Corporation, BP Exploration and
Production Inc. and Petrobras America Inc. in May 2004. The well, which has a
proposed depth of 32,000 feet and is expected to take as long as twelve months
to drill, is operated by ExxonMobil. The well is subject to a 1.25% overriding
royalty interest held by the trust.
4
RESULTS OF OPERATIONS
The trust has had no revenue. The trust accrued $15,484 and $22,771 of
administrative and interest expenses for the first quarter of 2005 and 2004,
respectively. Administrative expense consists primarily of legal, accounting and
trustee fees and printing and mailing costs.
LIQUIDITY AND CAPITAL RESOURCES
The trust's only sources of income are revenues, if any, attributable to
the overriding royalty interests, income from the investment of cash on hand and
net proceeds from the disposition of royalty interests. Because none of the
properties underlying the royalty interests are at present producing any oil or
gas and the trust has only a very small amount of cash on hand, the trust has no
source of revenue. Therefore, it must rely on Newfield for the funding of its
administrative expenses. Any material adverse change in Newfield's financial
condition or results of operations could materially and adversely affect the
trust and the trust unitholders.
Until the royalty interests begin generating cash proceeds, Newfield has
agreed to make loans from time to time to fund the routine administration of the
trust. In addition, if after such time as the royalty interests begin generating
cash proceeds, 8% of the cash held by the trust at the end of a calendar quarter
is insufficient to cover the administrative expenses of the trust, Newfield will
lend the difference to the trust. Loans from Newfield will bear interest at an
annual rate of 8% and will be senior unsecured obligations of the trust. The
loans will be repaid in quarterly installments only from the excess, if any, of
an amount equal to 8% of the cash received by the trust in a given quarter over
the administrative expenses of the trust for that quarter. As of March 31, 2005,
the trust had borrowed $185,411 since inception to pay administrative expenses
and had incurred interest of $18,669, none of which had been repaid.
FORWARD LOOKING INFORMATION
This report contains information that is forward-looking or relates to
anticipated future events or results such as drilling and operating plans.
Although Newfield and the trustee believe that the expectations reflected in
this information are reasonable, this information is based upon assumptions and
anticipated results that are subject to numerous uncertainties. Please read the
discussions under the captions "Treasure Island" in Item 1 of Part I and "Other
Factors Affecting the Trust and its Unitholders" in Item 7 of Part II of the
trust's annual report on Form 10-K for the year ended December 31, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by 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 Rules 13a-15
and 15d-15. Based upon that evaluation, the trustee concluded that the trust's
disclosure controls and procedures are effective in timely alerting the trustee
to material information relating to the trust required to be included in the
trust's periodic filings with the Securities and Exchange Commission. In its
evaluation of disclosure controls and procedures, the trustee has relied, to the
extent considered reasonable, on information provided by Newfield Exploration
Company. There has not been any change in the trust's internal control over
financial reporting during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the trust's internal
control over financial reporting.
5
PART II
ITEM 6. EXHIBITS
Exhibit Number Description
- -------------- -----------
31.1 Certification of Vice President of Trustee of Treasure Island
Royalty Trust pursuant to 15 U.S.C. Section 7241, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Trustee of Treasure Island Royalty Trust pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
6
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
TREASURE ISLAND ROYALTY TRUST
Date: May 11, 2005 By: Wachovia Bank, National Association, as
trustee
By: /s/ Kevin M. Dobrava
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Kevin M. Dobrava
Vice President
Note: Because the registrant is a trust without officers or employees, only the
signature of an officer of the trustee of the registrant is available and
has been provided.
7
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
31.1 Certification of Vice President of Trustee of Treasure Island Royalty
Trust pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Trustee of Treasure Island Royalty Trust pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002