================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K
----------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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.)
U.S. BANK NATIONAL ASSOCIATION 77056
AS TRUSTEE OF THE TREASURE ISLAND ROYALTY TRUST (Zip Code)
CORPORATE TRUST SERVICES
5555 SAN FELIPE, 11TH FLOOR
MAIL CODE: EX-TX-WSFH
HOUSTON, TEXAS
(Address of principal executive office)
(713) 235-9208
(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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the trust units held by non-affiliates of the
registrant was approximately $5,269,216 as of June 30, 2007.
As of March 26, 2008, there were 42,574,298 trust units outstanding.
Documents Incorporated by Reference: None.
* Treasure Island Royalty Trust filed a Form 15 on January 30, 2008,
indicating its notice of termination of registration and filing
requirements
================================================================================
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business........................................................ 1
Creation and Purpose of the Trust............................ 1
Treasure Island.............................................. 1
Operations Update............................................ 1
Overriding Royalty Interests................................. 2
Distributions................................................ 2
Disposition of Overriding Royalty Interests.................. 3
Duration of the Trust........................................ 3
The Trustee.................................................. 3
Item 1A. Risk Factors.................................................... 4
Item 1B. Unresolved Staff Comments....................................... 6
Item 2. Properties...................................................... 6
Item 3. Legal Proceedings............................................... 6
Item 4. Submission of Matters to a Vote of Unitholders.................. 6
PART II
Item 5. Market for the Registrant's Units and Related Unitholder
Matters...................................................... 6
Item 6. Selected Financial Data......................................... 7
Item 7. Trustee's Discussion and Analysis of Financial Condition and
Overview..................................................... 7
Liquidity and Capital Resources.............................. 7
Results of Operations........................................ 7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk...... 8
Item 8. Financial Statements and Supplementary Data..................... 9
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure......................................... 15
Item 9A. Controls and Procedures......................................... 15
PART III
Item 10. Directors and Executive Officers of the Registrant.............. 15
Item 11. Executive Compensation.......................................... 15
Item 12. Unit Ownership of Certain Beneficial Owners and Management...... 16
Item 13. Certain Relationships and Related Transactions.................. 16
Item 14. Principal Accountant Fees and Services.......................... 16
Item 15. Exhibits and Financial Statement Schedules...................... 16
PART I
ITEM 1. BUSINESS
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.
On January 30, 2008, the trust filed a Form 15 with the Securities and
Exchange Commission (the SEC) to terminate the registration of the trust's
units under the Securities Exchange Act of 1934 (the Exchange Act). Under the
terms of the trust agreement with respect to the trust, the trust will provide
annual and quarterly reports to holders of trust units but these reports will
not be filed with the SEC.
CREATION AND PURPOSE OF THE TRUST
The trust was created under the laws of the State of Texas. 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 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. U.S.
Bank National Association succeeded Wachovia as trustee in September 2006 upon
Wachovia's sale of its corporate trust business to U.S. Bank.
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.
TREASURE ISLAND
"Treasure Island" refers to a concept developed to explore for oil and gas
in "ultra deep" horizons below a salt weld located at a true vertical depth of
18,000 to 22,000 feet in the shallow waters 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 may be $150 million or more per well.
OPERATIONS UPDATE
In August 2006, Newfield announced results from the first well to test the
Treasure Island concept, the "Blackbeard West #1" well. Exxon Mobil Corporation
was the operator of the well. The well was spud in early February 2005 and
drilled to a total depth of 30,067 feet. The well encountered a thin gas bearing
sand below 30,000 feet but failed to reach its primary targets because of higher
than expected pressure. After the well was temporarily abandoned, Newfield
became the operator and Exxon Mobil withdrew from the prospect. In the first
quarter of 2007, the Minerals Management Service, or MMS, granted Newfield an
extension for the five Blackbeard West leases through August
1
2008.
On August 6, 2007, Newfield sold at least a majority of its interest in each of
the lease blocks in which the trust holds an interest to McMoRan Oil & Gas LLC.
In connection with the sale, Newfield designated McMoRan as the operator of
Blackbeard West and the other leases in which the trust currently holds an
interest. On February 28, 2008, McMoRan announced that it had moved a rig on
location to re-enter and deepen the Blackbeard West #1 well and recently stated
in its annual report that "drilling operations are expected to commence in the
near term." On March 21, 2008, Newfield elected to not participate in any
further operations with respect to the well. Please see the discussion below
under "Item 1A. Risk Factors--The trust has limited access to information
regarding the status of operations." The Blackbeard West Prospect is subject to
a 1.25% overriding royalty interest held by the trust.
OVERRIDING ROYALTY INTERESTS
The overriding royalty interests entitle the trust to a percentage of all
of the oil and gas produced from covered leases at specified production depths
without reduction for drilling, development and operating costs. The proceeds
received by the trust for its portion of any produced oil and gas will be net of
transportation and marketing costs and production and similar taxes. Each
overriding royalty interest will be paid out of Newfield's (or its transferees')
interest in the applicable lease.
In general, a lease block is subject to an overriding royalty interest if
it is located within the Treasure Island area and Newfield owned a working
interest in the lease at any time on or after November 26, 2003 and prior to
November 26, 2007 (this period is referred to as the "grant period"). 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 lease blocks included in the Treasure Island
area and the specified depth or depths for each of the blocks, which vary and
range from about 18,000 to 22,000 feet, were agreed upon by EEX and Newfield
prior to Newfield's acquisition of EEX.
The trust currently holds an overriding royalty interest in 11 lease blocks
within the Treasure Island area. Each of the interests entitles the trust to
receive 1.25% of all oil and gas production from below the specified depth or
depths for the lease. Because the grant period has expired, the trust will not
receive interests in any additional leases. An overriding royalty interest with
respect to a particular lease block will terminate if the lease expires. One of
the leases is scheduled to expire at the end of April 2009 and another of the
leases is held by production from a shallower zone (the trust does not own an
interest in this zone). The remaining nine leases have been extended beyond
their initial terms - five are associated with the Blackbeard West Prospect
discussed above and four relate to other prospects. All of the latter four
leases are scheduled to expire in the third quarter of 2008.
DISTRIBUTIONS
No distributions will be made until the trust receives revenue from the
royalty interests. Each quarter thereafter, the trustee will determine the
amount of cash available for distribution to the trust's unitholders. In
general, available cash equals the cash received by the trust from the royalty
interests and other sources during the quarter over the expenses and other
obligations (including debt) of the trust paid during the quarter and any cash
used during the quarter to establish or increase a reserve for liabilities
payable or potentially payable in the future. However, the cash received by the
trust during the quarter attributable to the royalty interests will not be
reduced by more than 8% for administrative expenses and the repayment of
Newfield loans to pay administrative expenses. Trust unitholders of record as of
the close of business on the last business day of each calendar quarter will
receive a pro rata distribution of the cash available for distribution for that
quarter no later than ten business days after the end of the quarter.
If a liability is contingent or uncertain in amount or not yet currently
due and payable, the trustee may create a cash reserve to pay for the liability.
If the trustee determines that cash on hand and cash to be received is
insufficient to cover any extraordinary expenses or liabilities of the trust,
the trustee may borrow funds required to pay those expenses or liabilities. The
trustee may borrow the funds from any person, including Newfield or itself. The
trustee also may encumber the assets of the trust to secure payment of the
indebtedness. If the trustee borrows funds to cover extraordinary expenses or
liabilities, the trust unitholders will not receive distributions until the
borrowed funds are repaid. The trust agreement provides for special borrowing
and repayment procedures with respect to Newfield's funding of ordinary
administrative expenses, which are described below under "Item 7. Trustee's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
2
DISPOSITION OF OVERRIDING ROYALTY INTERESTS
At the request of Newfield (or its transferee(s)), the trustee must sell
royalty interests that burden interests then in commercial production if
Newfield (or its transferee(s)) proposes to sell the burdened interests to an
unaffiliated third party. The net proceeds from the sale would be allocated to
Newfield (or its transferee(s)) and the trust based upon the relative ownership
percentage of each in the aggregate net revenue interest of Newfield (or its
transferee(s)) and the trust included in the sale. However, the trustee will not
be required to sell any royalty interests if:
- the value of the interests to be sold during any calendar year exceeds
10% of the value of all royalty interests attributed with proved
reserves; or
- the cumulative value of all royalty interests sold pursuant to such
requests exceeds 25% of the value of all royalty interests attributed
with proved reserves.
In each case, the value of royalty interests will be equal to the discounted
present value of the future net revenues from the proved reserves attributable
to the royalty interests in accordance with the criteria established by the SEC,
as set forth in the most recent reserve report of the trust.
The trustee also may sell any of the royalty interests if it determines
that the sale is in the best interests of the trust's unitholders and holders of
at least 60% of all trust units outstanding approve the sale. However, any sale
of all or substantially all of the royalty interests, whether in a single
transaction or series of transactions, requires the approval of holders of at
least 80% of all outstanding trust units.
After satisfying the liabilities and obligations of the trust, the trustee
will distribute to the trust's unitholders the net proceeds from any sale of
royalty interests.
DURATION OF THE TRUST
The trust will terminate if:
- all of the royalty interests are sold;
- cash proceeds received by the trust with respect to the royalty
interests are less than $1,000,000 per year for each of two successive
years after the first full year during which any of the covered leases
produce oil and gas in commercial quantities;
- the trust does not receive any cash proceeds attributable to the
royalty interests at any time prior to the third anniversary of the
date that all covered leases have expired;
- the holders of 80% or more of the outstanding trust units vote in
favor of termination; or
- the trust violates the "rule against perpetuities."
Upon termination of the trust, the trustee will sell all of the trust's assets,
either by private sale or public auction, and then distribute the net proceeds
of the sale to the trust's unitholders.
THE TRUSTEE
The duties of the trustee are specified in the trust agreement and by the
laws of Texas. The trustee's principal duties consist of:
- collecting revenue attributable to the royalty interests;
- paying expenses, charges and obligations of the trust from the trust's
revenue and assets;
- distributing available cash to the trust's unitholders;
- investing cash on hand;
- establishing cash reserves;
3
- borrowing funds under specified circumstances;
- prosecuting, defending or settling any claim of or against the
trustee, the trust or the royalty interests; and
- taking any other action not otherwise prohibited that it deems
necessary or advisable to best achieve the purposes of the trust.
The trustee has no authority to incur any contractual liabilities on behalf
of the trust that are not limited solely to claims against the assets of the
trust. The only assets the trust may acquire are the overriding royalty
interests and the only investment activity the trustee may engage in is the
investment of cash on hand.
The trustee has the right to require any trust unitholder to dispose of his
trust units if an administrative or judicial proceeding seeks to cancel or
forfeit any of the property in which the trust holds an interest because of the
nationality or any other status of a trust unitholder. If a trust unitholder
fails to dispose of his trust units, the trust will be obligated to purchase
them at a price determined in accordance with a formula set forth in the trust
agreement.
The trustee is authorized to agree to modifications of the terms of the
conveyances of the royalty interests to the trust or to settle disputes
involving such conveyances, so long as any modifications or settlements do not
alter the nature of the royalty interests as rights to receive a share of the
oil and gas, or proceeds thereof, from the underlying properties free of any
obligation for drilling, development or operating expenses.
The trustee is entitled to annual compensation of $15,000, plus
reimbursement of its reasonable out-of-pocket expenses incurred in connection
with the administration of the trust. The trustee also is entitled to a fee of
$5,000 upon the termination of the trust. The trustee's compensation is paid out
of the trust's assets.
ITEM 1A. RISK FACTORS
An investment in trust units involves risks. You should carefully consider,
in addition to the other information contained in this report, the risks
described below.
THERE IS NO ESTABLISHED PUBLIC MARKET FOR THE TRUST UNITS, WHICH LIMITS
THEIR MARKET PRICE AND UNITHOLDERS' ABILITY TO SELL THEM FOR THEIR INHERENT
VALUE. Trust units have traded on a limited basis over-the-counter under the
symbol "TISDZ.PK" on the National Quotation Bureau, commonly referred to as the
"Pink Sheets." This limited trading activity may not represent a reliable
indicator of the market value of the trust units.
The trust filed a Form 15 on January 30, 2008 with the Securities and
Exchange Commission (the SEC), to terminate the registration of the trust's
units under the Securities Exchange Act of 1934 (the Exchange Act). Under the
terms of the trust agreement with respect to the trust, the trust will provide
annual and quarterly reports to holders of trust units but these reports will
not be filed with the SEC.
THE TRUST MAY NOT RECEIVE ANY ROYALTIES. The only assets of, and sources of
income to, the trust are the royalty interests, which generally entitle the
trust to receive a share of the oil and gas production from the underlying
properties if production is achieved. Treasure Island remains an untested
exploration concept. There is no production and there are no proved reserves
currently associated with the royalty interests. As a result, ultimate
commercialization of any one or more of the currently identified prospects may
never be realized because the prospects are never tested, because oil or gas is
not discovered or, if discovered, because the costs of development make
commercialization uneconomic.
Treasure Island exploratory wells require significant lead time to plan and
drill and are very expensive (dry hole costs may be $150 million or more per
well) and technically challenging because of the depth of the targeted horizons
and expected harsh conditions such as high temperature and pressure.
ALL OF THE LEASES SUBJECT TO THE ROYALTY INTERESTS MAY EXPIRE. The royalty
interest with respect to a particular lease block terminates if the lease
expires. In general, a lease block is subject to an overriding royalty interest
if it is located within the Treasure Island area and Newfield owns a working
interest in the lease during the grant period.
4
Because the grant period has expired, the trust will not receive interests in
any additional leases. The trust currently holds an overriding royalty interest
in 11 lease blocks within the Treasure Island area. One of the leases is
scheduled to expire at the end of April 2009 and another of the leases is held
by production from a shallower zone (the trust does not own an interest in this
zone). The remaining nine leases have been extended beyond their initial terms -
five are associated with the Blackbeard West Prospect discussed above and four
relate to other prospects. All of the latter four leases are scheduled to expire
in the third quarter of 2008.
THE TRUST HAS LIMITED ACCESS TO INFORMATION REGARDING THE STATUS OF
OPERATIONS. In the past, the trust has relied on Newfield for information
regarding the status of operations with respect to the Treasure Island area. On
August 6, 2007, Newfield sold at least a majority of its interest in each of the
lease blocks in which the trust holds an interest to McMoRan. In connection with
the sale, Newfield designated McMoRan as the operator of Blackbeard West and the
other leases in which the trust currently holds an interest. On March 21, 2008,
Newfield elected to not participate in any further operations with respect to
the Blackbeard West Prospect. As a result, Newfield is no longer entitled to any
information with respect to the prospect and McMoRan has no obligation to
provide any information to the trust. Consequently, the only source of
information regarding the status of operations with respect to the Blackbeard
West Prospect will be public announcements by McMoRan or other participants in
the prospect. In addition, because Newfield is no longer the operator of the
leases not associated with Blackbeard West, its access to information will be
more limited.
ANY FUTURE DISTRIBUTIONS FROM THE TRUST WILL BE SUBJECT TO FLUCTUATING
PRICES FOR OIL AND GAS. Oil and gas prices fluctuate widely in response to
changes in supply, weather conditions, economic conditions, the price and
availability of alternative fuels and a variety of additional factors. To the
extent there is production of oil and gas associated with the royalty interests,
the royalties that the trust receives from its share of production will be
affected by changes in the prices of oil and gas. As a result, future
distributions from the trust to the holders of the trust units may vary
significantly from quarter to quarter and could be reduced or discontinued. In
addition, lower oil and gas prices may reduce the likelihood that the underlying
properties will be developed or that any oil and gas discovered will be economic
to produce. The volatility of energy prices will make it difficult to estimate
future cash distributions to trust unitholders and the value of the trust units.
These difficulties may have an adverse effect on the value of the trust units.
THE OCCURRENCE OF DRILLING, PRODUCTION OR TRANSPORTATION ACCIDENTS OR OTHER
PROBLEMS AT ANY OF THE UNDERLYING PROPERTIES COULD REDUCE TRUST DISTRIBUTIONS.
Drilling is a high risk activity and the development and operation of oil and
gas properties involves numerous risks. While the trust, as the owner of
overriding royalty interests, should not be responsible for the costs associated
with any accidents or other problems, an accident or other problem could result
in the loss of the trust's portion of oil or gas in transit, the loss of a
productive well and associated reserves or the interruption of production.
Generally, the operator is obligated to undertake remedial operations only to
the extent that such actions would be undertaken by a prudent operator under
similar circumstances in accordance with good oilfield practices.
THE TRUST IS DEPENDENT ON NEWFIELD FOR FUNDING. Because none of the
underlying properties are at present producing any oil or gas, the trust has no
source of income. Therefore, it must rely on Newfield for funding to pay 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. Newfield has agreed to make loans to the trust
as described below under "Item 7. Trustee's Discussion and Analysis of Financial
Condition and Results of Operations --Liquidity and Capital Resources."
TRUST UNITHOLDERS HAVE LIMITED VOTING RIGHTS AND THE TRUST HAS NO INFLUENCE
OVER THE OPERATION OR FUTURE DEVELOPMENT OF THE UNDERLYING PROPERTIES. The
voting rights of trust unitholders are more limited than those of stockholders
of most public companies. For example, there is no requirement for annual
meetings of trust unitholders or for an annual or other periodic re-election of
the trustee. 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.
TRUST UNITHOLDERS HAVE LIMITED ABILITY TO ENFORCE THEIR RIGHTS. The trust
agreement and Texas trust law permit the trustee and the trust to sue Newfield
or any other owner of the underlying properties to honor the royalty interests.
If the trustee does not take appropriate action to enforce the royalty
interests, the unitholders' recourse would likely be limited to bringing a
lawsuit against the trustee to compel the trustee to take specified actions.
Unitholders probably would not be able to sue Newfield or any other owner of the
underlying properties directly to enforce the trust's rights.
5
LIMITED LIABILITY OF TRUST UNITHOLDERS IS UNCERTAIN. It is unclear under
Texas law whether a trust unitholder could be held personally liable for the
trust's liabilities if those liabilities exceeded the value of the trust's
assets. While the trustee believes it is highly unlikely that the trust could
incur such excess liabilities, the trust unitholders could be held liable for
their respective pro rata portions of any of such excess liabilities. The
trust's royalty interests are generally not subject to operational and
environmental liabilities and obligations. The trust conducts no active business
that would give rise to other business liabilities. The trustee has limited
ability to incur obligations on behalf of the trust. The trustee has no
authority to incur any contractual liabilities on behalf of the trust that are
not limited solely to claims against the assets of the trust.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The trust's properties consist solely of the overriding royalty interests
described under "Item 1. Business" above. The trust currently holds an interest
in 11 lease blocks within the Treasure Island area. Each of the interests
entitles the trust to receive 1.25% of all oil and gas production from below the
specified depth or depths for the lease. Because the grant period has expired,
the trust will not receive interests in any additional leases. An overriding
royalty interest with respect to a particular lease block will terminate if the
lease expires. One of the leases is scheduled to expire at the end of April 2009
and another of the leases is held by production from a shallower zone (the trust
does not own an interest in this zone). The remaining nine leases have been
extended beyond their initial terms -- five are associated with the Blackbeard
West Prospect discussed above and four relate to other prospects. All of the
latter four leases are scheduled to expire in the third quarter of 2008.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNITHOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS AND RELATED UNITHOLDER MATTERS
Currently, there is no established public trading market for the trust
units. Trust units previously traded on a limited basis over-the-counter on the
National Quotation Bureau, commonly referred to as the "Pink Sheets," under the
symbol "TISDZ.PK"
On January 30, 2008, the trust filed a Form 15 with the SEC to terminate
the registration of the trust's units under the Securities Exchange Act of 1934
(the Exchange Act). Under the terms of the trust agreement with respect to the
trust, the trust will provide annual and quarterly reports to holders of trust
units but these reports will not be filed with the SEC.
As of March 26, 2008, there were 157 unitholders of record.
No cash distributions have been paid to the trust's unitholders. The
trust's only sources of income are revenue, 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. To date, the trust has
received no revenue and there are no proved reserves or production associated
with the royalty interests. The timing, duration and amount of any future cash
distributions will be dependent on the many and varied factors discussed
throughout Part I of this report.
The trust has no directors, officers or employees and no equity
compensation plans.
6
ITEM 6. SELECTED FINANCIAL DATA
The following table presents in summary form selected financial information
regarding the trust.
YEAR ENDED DECEMBER 31
----------------------------------------------------
2007 2006 2005 2004 2003
-------- -------- -------- -------- --------
Revenues ................... $ -- $ -- $ -- $ -- $ --
Net loss ................... 164,298 118,436 96,637 91,774 94,819
Cash distributions to
unitholders ............. -- -- -- -- --
Cash distributions per unit -- -- -- -- --
Trust corpus ............... 835,745 835,745 835,745 835,745 835,745
Trust assets ............... 788,645 835,745 835,745 835,745 835,745
Trust liabilities .......... 563,302 446,104 327,668 231,031 139,257
Trust accumulated deficit .. 610,402 446,104 327,668 231,031 139,257
ITEM 7. TRUSTEE'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The sole purpose of the trust is to hold overriding royalty interests to be
paid from Newfield's (or its transferee's) interest in any future production
that may be achieved from horizons below specified depths in the Treasure Island
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. Treasure Island is an exploration concept and
there are no proved reserves or production currently associated with the royalty
interests. 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.
LIQUIDITY AND CAPITAL RESOURCES
The trust's only sources of income are revenue, 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, 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 commence
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 bear
interest at an annual rate of 8% and are senior unsecured obligations of the
trust. The loans (including accrued interest) will be repaid in quarterly
installments to the extent that 8% of the cash received by the trust in a given
quarter exceeds the administrative expenses of the trust for that quarter. As of
December 31, 2007, the trust had borrowed $440,560 since inception to pay
administrative expenses and had incurred interest of $87,251, none of which had
been repaid.
RESULTS OF OPERATIONS
The trust has had no revenue. The trust incurred $117,298, $118,436 and
$96,637 of administrative and interest expenses in 2007, 2006 and 2005,
respectively. Administrative expense consists primarily of legal, accounting and
trustee fees and printing and mailing costs.
For financial accounting purposes, the value of the overriding royalty
interests are assessed quarterly for possible impairment. An impairment
requiring a charge to earnings may result from the evaluation of drilling
results or the expiration or relinquishment of leaseholds associated with the
prospects. As a result of the relinquishment of a leasehold, the trust recorded
an impairment charge of $47,000 in the first quarter of 2007.
7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustee and Unitholders of Treasure Island Royalty Trust:
In our opinion, the accompanying balance sheets and the related statements
of loss present fairly, in all material respects, the financial position of
Treasure Island Royalty Trust (the "Trust") at December 31, 2007 and 2006 and
the results of its operations for each of the three years in the period ended
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform our audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by the Trustee, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
As discussed in Notes 2 and 3 to the financial statements, the Trust has a
contractual relationship with, and is dependent for funding on, Newfield
Exploration Company.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
March 31, 2008
9
TREASURE ISLAND ROYALTY TRUST
BALANCE SHEET
DECEMBER 31,
---------------------
2007 2006
--------- ---------
Assets
Cash ............................................ $ -- $ 100
Overriding royalty interests in gas properties .. 788,645 835,645
--------- ---------
Total assets ....................................... $ 788,645 $ 835,745
========= =========
Liabilities and trust corpus
Current trust expenses payable .................. $ 35,491 $ 37,068
Loan payable to Newfield ........................ 440,560 353,173
Interest payable ................................ 87,251 55,863
Commitments and contingencies ................... -- --
Trust corpus (42,574,298 units of beneficial
interest authorized and outstanding) .......... 835,745 835,745
Accumulated deficit ............................. (610,402) (446,104)
--------- ---------
Total liabilities and trust corpus ................. $ 788,645 $ 835,745
========= =========
The accompanying notes are an integral part of these financial statements.
10
TREASURE ISLAND ROYALTY TRUST
STATEMENT OF LOSS
Year Ended December 31,
---------------------------------------
2007 2006 2005
----------- ----------- -----------
Royalty income ............................... $ -- $ -- $ --
Impairment of overriding royalty interest
in oil and gas properties ................. 47,000 -- --
General and administrative expense (Note 2) .. 85,910 94,586 79,810
Interest expense ............................. 31,388 23,850 16,827
----------- ----------- -----------
Net loss ..................................... $ 164,298 $ 118,436 $ 96,637
=========== =========== ===========
Distributable income ......................... -- -- --
Distributable income per trust unit .......... -- -- --
Outstanding trust units ...................... 42,574,298 42,574,298 42,574,298
The accompanying notes are an integral part of these financial statements.
11
TREASURE ISLAND ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
1. FORMATION OF THE TRUST AND BASIS OF PRESENTATION
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.
There is no production and there are no proved reserves currently associated
with the royalty interests.
The financial statements of the trust are prepared in conformity with
accounting principles generally accepted in the United States of America. The
value of the overriding royalty interests are assessed quarterly for possible
impairment. An impairment requiring a charge to earnings may result from the
evaluation of drilling results or relinquishment of associated leaseholds.
The trust was created under the laws of the State of Texas. 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 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. U.S.
Bank National Association succeeded Wachovia as trustee in September 2006 upon
Wachovia's sale of its corporate trust business to U.S. Bank.
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 trust will terminate if:
- all of the royalty interests are sold;
- cash proceeds received by the trust with respect to the royalty
interests are less than $1,000,000 per year for each of two successive
years after the first full year during which any of the covered leases
produce oil and gas in commercial quantities;
- the trust does not receive any cash proceeds attributable to the
royalty interests at any time prior to the third anniversary of the
date that all covered leases have expired;
- the holders of 80% or more of the outstanding trust units vote in
favor of termination; or
- the trust violates the "rule against perpetuities."
Upon termination of the trust, the trustee will sell all of the trust's assets,
either by private sale or public auction, and then distribute the net proceeds
of the sale to the trust's unitholders.
2. FUNDING OF THE TRUST AND DISTRIBUTIONS
The trust's only sources of income are revenue, 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
underlying properties are at present producing any oil or gas, 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
12
Newfield's financial condition or results of operations could materially and
adversely affect the trust and the trust unitholders. 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 commence 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.
No distributions will be made until the trust receives revenue from the
royalty interests. Each quarter thereafter, the trustee will determine the
amount of cash available for distribution to the trust's unitholders. In
general, available cash equals the cash received by the trust from the royalty
interests and other sources during the quarter over the expenses and other
obligations (including debt) of the trust paid during the quarter and any cash
used during the quarter to establish or increase a reserve for liabilities
payable or potentially payable in the future. However, the cash received by the
trust during the quarter attributable to the royalty interests will not be
reduced by more than 8% for administrative expenses and the repayment of
Newfield loans to pay administrative expenses. Trust unitholders of record as of
the close of business on the last business day of each calendar quarter will
receive a pro rata distribution of the cash available for distribution for that
quarter no later than ten business days after the end of the quarter.
If a liability is contingent or uncertain in amount or not yet currently
due and payable, the trustee may create a cash reserve to pay for the liability.
If the trustee determines that the cash on hand and the cash to be received is
insufficient to cover any extraordinary expenses or liabilities of the trust,
the trustee may borrow funds required to pay those expenses or liabilities. The
trustee may borrow the funds from any person, including Newfield or itself. The
trustee may also encumber the assets of the trust to secure payment of the
indebtedness. If the trustee borrows funds to cover extraordinary expenses or
liabilities, the trust unitholders will not receive distributions until the
borrowed funds are repaid.
3. DISPOSITION OF OVERRIDING ROYALTY INTERESTS
At the request of Newfield (or its transferee(s)), the trustee must sell
royalty interests that burden interests then in commercial production if
Newfield (or its transferee(s)) proposes to sell the burdened interests to an
unaffiliated third party. The net proceeds from the sale would be allocated to
Newfield (or its transferee(s)) and the trust based upon the relative ownership
percentage of each in the aggregate net revenue interest of Newfield (or its
transferee(s)) and the trust included in the sale. However, the trustee will not
be required to sell any royalty interests if:
- the value of the interests to be sold during any calendar year exceeds
10% of the value of all royalty interests attributed with proved
reserves; or
- the cumulative value of all royalty interests sold pursuant to such
requests exceeds 25% of the value of all royalty interests attributed
with proved reserves.
In each case, the value of royalty interests will be equal to the
discounted present value of the future net revenues attributable to the proved
reserves attributable to the royalty interests in accordance with the criteria
established by the SEC, as set forth in the most recent reserve report of the
trust.
The trustee also may sell any of the royalty interests if it determines
that the sale is in the best interests of the trust's unitholders and holders of
at least 60% of all trust units outstanding approve the sale. However, any sale
of all or substantially all of the royalty interests, whether in a single
transaction or series of transactions, requires the approval of holders of at
least 80% of all outstanding trust units.
After satisfying the liabilities and obligations of the trust, the trustee
will distribute to the trust's unitholders the net proceeds from any sale of
royalty interests.
13
4. STATEMENT OF CASH FLOWS
During 2007, bank fees of $100 were paid out of trust assets and therefore
represent a use of operating cash for the year ended December 31, 2007. These
bank fees were recorded as general and administrative expenses in the Statement
of Loss for the year ended December 31, 2007.
5. 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.
6. TRUST UNITHOLDER VOTING RIGHTS
The voting rights of trust unitholders are more limited than those of
stockholders of most public companies. For example, there is no requirement for
annual meetings of trust unitholders or for an annual or other periodic
re-election of the trustee.
7. TRUSTEE COMPENSATION
The trustee is entitled to annual compensation of $15,000, plus
reimbursement of its reasonable out-of-pocket expenses incurred in connection
with the administration of the trust. The trustee also is entitled to a fee of
$5,000 upon the termination of the trust. The trustee's compensation is paid out
of the trust's assets. The trust accrued an aggregate of $16,163, $16,160 and
$16,166 in 2007, 2006 and 2005, respectively, for fees and reimbursable expenses
of the trustee.
14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
The trustee conducted an evaluation of the trust's disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e)). Based on this
evaluation, the trustee has concluded that the trust's disclosure controls and
procedures were effective as of the end of the period covered by this annual
report. In its evaluation of disclosure controls and procedures, the trustee has
relied, to the extent considered reasonable, on information provided by
Newfield.
TRUSTEE'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The trustee is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f)). The trustee conducted an evaluation of the effectiveness of the
trust's internal control over financial reporting based on the criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on that
evaluation, the trustee concluded that the trust's internal control over
financial reporting was effective as of December 31, 2007. The effectiveness of
the trust's internal control over financial reporting as of December 31, 2007
has not been audited by PricewaterhouseCoopers LLC.
There were no changes in the trust's internal control over financial
reporting during the quarter ended December 31, 2007 that have materially
affected, or are reasonably likely to materially affect, the trust's internal
control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The trust has no directors, executive officers or audit committee. The
trustee is a corporate trustee that may be removed, with or without cause, by
the affirmative vote of the holders of a majority of all the units then
outstanding.
Because the trust has no employees, it does not have a code of ethics.
Officers, directors and employees of the trustee, U.S. Bank National
Association, must comply with the bank's Code of Ethics and Business Conduct.
The code is available on U.S. Bank's website at www.usbank.com under the link
"About U.S. Bancorp" under the tab "Investor/Shareholder Information," and then
under the heading "Corporate Governance -- Code of Ethics."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires persons who own more than 10% of
the trust units to file reports of ownership and changes in ownership with the
SEC. These persons are required by SEC rules to furnish the trust with copies of
all Section 16(a) reports they file. Based solely on the trustee's review of the
copies of such reports received by the trust, the trustee believes that all such
filing requirements were complied with during the year ended December 31, 2007.
ITEM 11. EXECUTIVE COMPENSATION
The trust has no employees. The trustee is entitled to annual compensation
of $15,000, plus reimbursement of its reasonable out-of-pocket expenses incurred
in connection with the administration of the trust. The trustee also is entitled
to a fee of $5,000 upon the termination of the trust. The trustee's compensation
is paid out of the trust's assets.
15
ITEM 12. UNIT OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth beneficial ownership information with
respect to each person known by the trustee to own beneficially 5% or more of
the outstanding trust units as of February 29, 2008. The trust has no directors,
officers or employees and no equity compensation plans. U.S. Bank National
Association, the trustee of the trust, owns no units.
BENEFICIAL OWNERSHIP
--------------------
NAME OF BENEFICIAL OWNER UNITS PERCENT
- ------------------------ ---------- -------
Richard C. McKenzie, Jr. (1)......... 10,355,022 24.3%
Seven Bridges Foundation, Inc. (2)... 5,873,196 13.8%
- ----------
(1) All information in the table above and in this note with respect to Richard
C. McKenzie, Jr. is based solely on Amended No. 4 to Schedule 13D he filed
with the SEC on May 26, 2006. Mr. McKenzie's address is 118 John St.,
Greenwich, CT 06831.
(2) All information in the table above and in this note with respect to Seven
Bridges Foundation, Inc. is based solely on the Schedule 13G it filed on
May 26, 2006. Seven Bridges Foundation, Inc.'s address is 114 John Street,
Greenwich, CT 06831.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees for services performed by PricewaterhouseCoopers LLP for the trust for
the years ended December 31, 2007 and 2006 are:
2007 2006
------- -------
Audit fees........... $28,400 $22,000
Audit-related fees... -- --
Tax fees............. -- --
All other fees....... -- --
------- -------
$28,400 $22,000
======= =======
As referenced in Item 10 above, the trust has no audit committee, and as a
result, has no audit committee pre-approval policy with respect to fees paid to
PricewaterhouseCoopers LLP.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheet
Statement of Loss
Notes to Financial Statements
FINANCIAL STATEMENT SCHEDULES
Financial statement schedules listed under SEC rules but not included in
this report are omitted because they are not applicable or the required
information is provided in the notes to the financial statements.
16
EXHIBITS
EXHIBIT
NUMBER TITLE
- ------- ----------------------------------------------------------------------
4.1 Form of Amended and Restated Trust Agreement of the Treasure Island
Royalty Trust by and between Newfield and U.S. Bank National
Association, as successor trustee (incorporated by reference to
Exhibit 4.7 to the Registration Statement on Form S-4 filed by
Newfield and the trust with the SEC on June 24, 2002 (File No.
333-91014))
10.1 Form of Master Conveyance of Overriding Royalty Interest between EEX
and Treasure Island Royalty Trust (incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form S-4 filed by
Newfield and the trust with the SEC on September 27, 2002 (File No.
333-91014))
*32.1 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
*33.1 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
- ----------
* Filed herewith.
SUPPLEMENTAL INFORMATION TO BE FURNISHED
This report will be provided to unitholders. No other annual report or
proxy material will be provided to unitholders.
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: March 31, 2008 By: U.S. Bank National Association, as
trustee
By: /s/ Steven A. Finklea
------------------------------------
Steven A. Finklea
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.
17
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
4.1 Form of Amended and Restated Trust Agreement of the Treasure Island
Royalty Trust by and between Newfield and U.S. Bank National
Association, as successor trustee (incorporated by reference to
Exhibit 4.7 to the Registration Statement on Form S-4 filed by
Newfield and the trust with the SEC on June 24, 2002 (File No.
333-91014))
10.1 Form of Master Conveyance of Overriding Royalty Interest between EEX
and Treasure Island Royalty Trust (incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form S-4 filed by
Newfield and the trust with the SEC on September 27, 2002 (File No.
333-91014))
*32.1 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
*33.1 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
- ----------
* Filed herewith.
18