<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
------------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______ to ________
Commission File Number: 1-8424
SABINE ROYALTY TRUST
(Exact name of registrant as specified in its charter)
Texas 75-6297143
(State or other jurisdiction (I.R.S. Employer Identi-
of incorporation or fication No.)
organization)
Trust Division
NationsBank of Texas, N.A.
NationsBank Plaza
901 Main Street
17th Floor
Dallas, Texas 75202
(Address of principal executive offices)
(Zip Code)
(214) 508-2400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Number of units of beneficial interest outstanding at October 31, 1997:
14,579,345
<PAGE>
SABINE ROYALTY TRUST
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
The condensed financial statements included herein have been prepared by
NationsBank of Texas, N.A., as Trustee (the "Trustee") of Sabine Royalty Trust
(the "Trust"), pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in annual financial statements have been condensed or omitted pursuant
to such rules and regulations, although the Trustee believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Trust's latest annual
report on Form 10-K. The December 31, 1996 balance sheet is derived from the
audited balance sheet of that date. In the opinion of the Trustee, all
adjustments necessary to present fairly the assets, liabilities and trust corpus
of the Trust as of September 30, 1997, the distributable income for the three-
month and nine-month periods ended September 30, 1997 and 1996, and the changes
in trust corpus for the nine-month periods ended September 30, 1997 and 1996,
have been included. The distributable income for such interim periods is not
necessarily indicative of the distributable income for the full year.
The condensed financial statements as of September 30, 1997 and for the
three-month and nine-month periods ended September 30, 1997 and 1996, included
herein, have been reviewed by Deloitte & Touche LLP, independent certified
public accountants, as stated in their report appearing herein.
2
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
NationsBank of Texas, N.A., as Trustee
of Sabine Royalty Trust:
We have reviewed the accompanying condensed statement of assets, liabilities and
trust corpus of Sabine Royalty Trust as of September 30, 1997, and the related
condensed statements of distributable income for the three-month and nine-month
periods ended September 30, 1997 and 1996 and changes in trust corpus for the
nine-month periods ended September 30, 1997 and 1996. These condensed 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 of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, 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 2 to the condensed financial statements, these condensed
financial statements have been prepared on a modified cash basis of accounting,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
the basis of accounting described in Note 2.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets, liabilities and trust corpus of Sabine
Royalty Trust as of December 31, 1996, and the related statements of
distributable income and changes in trust corpus for the year then ended (not
presented herein); and in our report dated March 21, 1997, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed statement of assets,
liabilities and trust corpus as of December 31, 1996, is fairly stated, in all
material respects, in relation to the statement of assets, liabilities and trust
corpus from which it has been derived.
/s/ Deloitte & Touche LLP
Dallas, Texas
November 5, 1997
3
<PAGE>
SABINE ROYALTY TRUST
- --------------------
CONDENSED STATEMENTS OF ASSETS,
LIABILITIES AND TRUST CORPUS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997 DECEMBER 31,
ASSETS NOTES (UNAUDITED) 1996
- ------ ----- ------------ ------------
<S> <C> <C> <C>
Cash and short-term investments $2,201,468 $3,321,723
Royalty interests in oil
and gas properties
(less accumulated
amortization of
$19,290,699 and
$18,848,147 at
September 30, 1997 and
December 31, 1996) 1 3,104,486 3,547,038
---------- -----------
TOTAL $5,305,954 $6,868,761
========== ===========
LIABILITIES AND TRUST CORPUS
- ----------------------------
Trust expenses payable $ 101,243 $ 232,493
0ther payables 4 380,009 750,725
Trust corpus - 14,579,345
units of beneficial
interest authorized, issued
and outstanding 4,824,702 5,885,543
---------- -----------
TOTAL $5,305,954 $6,868,761
========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
- --------------------------------------------------------------------------------
4
<PAGE>
SABINE ROYALTY TRUST
- --------------------
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------- -------------------------------
NOTES 1997 1996 1997 1996
----- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Royalty income $5,654,003 $5,921,727 $19,886,847 $17,062,348
Interest income 38,673 36,856 128,579 106,002
---------- ---------- ----------- -----------
Total 5,692,676 5,958,583 20,015,426 17,168,350
General and administrative
expenses (336,524) (285,721) (1,033,588) (1,078,856)
---------- ---------- ----------- -----------
Distributable income $5,356,152 $5,672,862 $18,981,838 $16,089,494
========== ========== =========== ===========
Distributable income
per unit
(14,579,345 units) 1,3,5 $ .37 $ .39 $ 1.30 $ 1.10
========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
- --------------------------------------------------------------------------------
5
<PAGE>
SABINE ROYALTY TRUST
- --------------------
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------
NOTE 1997 1996
---- ------------ ------------
<S> <C> <C> <C>
Trust corpus, beginning
of period $ 5,885,543 $ 5,447,142
Amortization of royalty
interests (442,552) (489,203)
Distributable income 18,981,838 16,089,494
Distributions 3 (19,600,127) (15,342,337)
------------ ------------
Trust corpus, end
of period $ 4,824,702 $ 5,705,096
============ ============
Distributions per unit
(14,579,345 units) $ 1.34 $ 1.05
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
6
<PAGE>
SABINE ROYALTY TRUST
- --------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------
1. TRUST ORGANIZATION AND PROVISIONS
Sabine Royalty Trust (the "Trust") was established by the Sabine
Corporation Royalty Trust Agreement (the "Trust Agreement"), made and entered
into effective as of December 31, 1982, to receive a distribution from Sabine
Corporation ("Sabine") of royalty and mineral interests, including landowner's
royalties, overriding royalty interests, minerals (other than executive rights,
bonuses and delay rentals), production payments and any other similar,
nonparticipatory interest, in certain producing and proved undeveloped oil and
gas properties located in Florida, Louisiana, Mississippi, New Mexico, Oklahoma
and Texas (the "Royalties").
Certificates evidencing units of beneficial interest (the "Units") in the
Trust were mailed on December 31, 1982 to Sabine's shareholders of record on
December 23, 1982, on the basis of one Unit for each share of Sabine's
outstanding common stock. In May 1988, Sabine was acquired by Pacific
Enterprises ("Pacific"), a California corporation. Through a series of mergers,
Sabine was merged into Pacific Enterprises Oil Company (USA) ("Pacific (USA)"),
a California corporation and a wholly owned subsidiary of Pacific, effective
January 1, 1990. This acquisition and the subsequent mergers had no effect on
the Units. Pacific (USA), as successor to Sabine, has assumed by operation of
law all of Sabine's rights and obligations with respect to the Trust. The Units
are listed and traded on the New York Stock Exchange.
NationsBank of Texas, N.A., as trustee (the "Trustee"), acts as trustee
of the Trust. The terms of the Trust Agreement provide, among other things,
that:
- - The Trust shall not engage in any business or commercial activity of any kind
or acquire assets other than those initially transferred to the Trust.
- - The Trustee may not sell all or any part of its assets unless approved by the
holders of a majority of the outstanding Units in which case the sale must be
for cash and the proceeds, after satisfying all existing liabilities,
promptly distributed to Unit holders.
- - The Trustee may establish a cash reserve for the payment of any liability
that is contingent or uncertain in amount or that otherwise is not currently
due or payable.
- - The Trustee will use reasonable efforts to cause the Trust and the Unit
holders to recognize income and expenses on monthly record dates.
- - The Trustee is authorized to borrow funds to pay liabilities of the Trust
provided that such borrowings are repaid in full before any further
distributions are made to Unit holders.
- - The Trustee will make monthly cash distributions to Unit holders of record on
the monthly record date (see Note 3).
7
<PAGE>
Because of the passive nature of the Trust and the restrictions and
limitations on the powers and activities of the Trustee contained in the Trust
Agreement, the Trustee does not consider any of the officers and employees of
the Trustee to be "officers" or "executive officers" of the Trust as such terms
are defined under applicable rules and regulations adopted under the Securities
Exchange Act of 1934.
The proceeds of production from the Royalties are receivable from hundreds
of separate payors. In order to facilitate creation of the Trust and to avoid
the administrative expense and inconvenience of daily reporting to Unit holders,
the conveyances by Sabine of the Royalties located in five of the six states
provided for the execution of an escrow agreement by Sabine and the initial
trustee of the Trust, in its capacities as trustee of the Trust and as escrow
agent. The conveyances by Sabine of the Royalties located in Louisiana provided
for the execution of a substantially identical escrow agreement by Sabine and a
Louisiana bank in the capacities of escrow agent and of trustee under Sabine
Louisiana Royalty Trust. Sabine Louisiana Royalty Trust, the sole beneficiary of
which is the Trust, was established in order to avoid uncertainty under
Louisiana law as to the legality of the Trustee's holding record title to the
Royalties located in Louisiana.
Pursuant to the terms of the escrow agreements and the conveyances of
the properties by Sabine, the proceeds of production from the Royalties for each
calendar month, and interest thereon, are collected by the escrow agents and are
paid to and received by the Trust only on the next monthly record date. The
escrow agents have agreed to endeavor to assure that they incur and pay expenses
and fees for each calendar month only on the next monthly record date. The
Trust Agreement also provides that the Trustee is to endeavor to assure that
income of the Trust will be accrued and received and expenses of the Trust will
be incurred and paid only on each monthly record date. Assuming that the escrow
arrangement is recognized for Federal income tax purposes and that the Trustee
and escrow agents are able to control the timing of income and expenses, as
stated above, cash and accrual basis Unit holders should be treated as realizing
income only on each monthly record date. The Trustee is treating the escrow
arrangement as effective for tax purposes. However, for financial reporting
purposes, royalty and interest income are recorded in the calendar month in
which the amounts are received by either the escrow agents or the Trust.
Distributable income as determined for financial reporting purposes for a
given quarter will not usually equal the sum of distributions made during that
quarter. Distributable income for a given quarter will approximate the sum of
the distributions made during the last two months of such quarter and the first
month of the next quarter.
8
<PAGE>
2. ACCOUNTING POLICIES
Basis of Accounting
-------------------
The financial statements of the Trust are prepared on the following basis
and are not intended to present financial position and results of operations in
conformity with generally accepted accounting principles:
- - Royalty income, net of severance and ad valorem tax, and interest income are
recognized in the month in which amounts are received by the Trust (see Note
1).
- - Trust expenses, consisting principally of routine general and administrative
costs, include payments made during the accounting period. Expenses are
accrued to the extent of amounts that become payable on the next monthly
record date following the end of an accounting period. Reserves for
liabilities that are contingent or uncertain in amount may also be
established if considered necessary.
- - Royalties that are producing properties are amortized using the unit-of-
production method. This amortization is shown as a reduction of Trust corpus.
- - Distributions to Unit holders are recognized when declared by the Trustee
(see Note 3).
The financial statements of the Trust differ from financial statements
prepared in conformity with generally accepted accounting principles because of
the following:
- - Royalty income is recognized in the month received rather than in the month
of production.
- - Expenses other than those expected to be paid on the following monthly record
date are not accrued.
- - Amortization of the Royalties is shown as a reduction to Trust Corpus and not
as a charge to operating results.
- - Reserves may be established for contingencies that would not be recorded
under generally accepted accounting principles.
Federal Income Taxes
--------------------
The Internal Revenue Service has ruled that the Trust would be classified
as a grantor trust for Federal income tax purposes and therefore is not subject
to taxation at the trust level. The Unit holders are considered, for Federal
income tax purposes, to own the Trust's income and principal as though no trust
were in existence. Accordingly, no provision for Federal income tax expense has
been made in these financial statements. The income of the Trust will be deemed
to have been received or accrued by each Unit holder at the time such income is
received or accrued by the Trust.
9
<PAGE>
3. DISTRIBUTION TO UNIT HOLDERS
The amount to be distributed to Unit holders ("Monthly Income Amount") is
determined on a monthly basis. The Monthly Income Amount is an amount equal to
the sum of cash received by the Trust during a monthly period (the period
commencing on the day after a monthly record date and continuing through and
including the next succeeding monthly record date) attributable to the
Royalties, any reduction in cash reserves and any other cash receipts of the
Trust, including interest, reduced by the sum of liabilities paid and any
increase in cash reserves. Unit holders of record on the monthly record date
(the 15th day of each calendar month except in limited circumstances) are
entitled to have distributed to them the calculated Monthly Income Amount for
such month on or before 10 business days after the monthly record date. The
Monthly Income Amount per Unit is declared by the Trust no later than 10 days
prior to the monthly record date.
The cash received by the Trust from purchasers of the Trust's oil and gas
production consists of gross sales of production less applicable severance
taxes.
4. OTHER PAYABLES
Other payables consist primarily of royalty receipts suspended pending
verification of ownership interest or title.
The Trustee believes that these other payables represent an ordinary
operating condition of the Trust and that such payables will be paid or released
in the normal course of business.
5. SUBSEQUENT EVENTS
Subsequent to September 30, 1997, the Trust declared the following
distributions:
Monthly
Record Payment Distribution
Date Date per Unit
--------------- ------- ------------
October 15 October 29 $.11836
November 17 November 28 $.10268
10
<PAGE>
Item 2. Trustee's Discussion and Analysis of Financial Condition
and Results of Operations.
Sabine Royalty Trust (the "Trust") makes monthly distributions to the
holders of units of beneficial interest in the Trust ("Units") of the excess of
the preceding month's revenues received over expenses incurred. Upon receipt,
royalty income is invested in short-term investments until its subsequent
distribution. In accordance with the Trust Agreement, the Trust's only long-
term assets consist of royalty interests in producing and proved undeveloped oil
and gas properties. Although the Trust is permitted to borrow funds if
necessary to continue its operations, borrowings are not anticipated in the
foreseeable future.
Distributable income for the three-month and nine-month periods ending
September 30, 1997 was $5,356,152 or $.37 per unit and $18,981,838 or $1.30 per
unit, respectively. Royalty income for the same periods amounted to $5,654,003
and $19,886,847 while interest income was $38,673 and $128,579, respectively.
General and administrative expenses totaled $336,524 and $1,033,588,
respectively, for the two periods.
Distributions during the period were $.14499, $.15155 and $.11482 per Unit
to Unit holders of record on July 15, August 15 and September 16, 1997,
respectively.
Royalty income for the quarter ended September 30, 1997 decreased
approximately $268,000 or 5% compared with the third quarter of 1996, due
primarily to a reimbursement of approximately $271,000 of revenues in 1997 as a
result the resolution of questions relating to ownership in certain properties.
However, increased production in the third quarter of 1997 compared to the third
quarter of 1996 indicates increased royalty income. The effect of such increase
was offset by the recognition of approximately $398,000 of previously received
revenues in the third quarter of 1996. Compared to the preceding quarter ended
June 30, 1997, royalty income decreased approximately $1,139,000 or 17% due to
the aforementioned reimbursement and a decline in oil and gas production and
prices in the third quarter. Royalty income for the nine-month period ended
September 30, 1997 increased approximately $2,825,000 or 17%, compared to the
same period of 1996, due to a significant increase in oil and gas prices and an
increase in gas production, partially offset by a decrease in oil production,
during the first three quarters of 1997.
The following table illustrates average prices received for the periods
discussed above and the related oil and gas production volumes:
<TABLE>
<CAPTION>
Three-Months Ended
--------------------------------------------------------
<S> <C> <C> <C>
September 30, 1997 September 30, 1996 June 30, 1997
Production
Oil (Bbls) 150,367 145,258 164,001
Gas (Mcfs) 1,899,273 1,681,993 1,925,203
Average Price
Oil (per Bbl) $17.60 $18.03 $19.02
Gas (per Mcf) $2.12 $2.15 $2.33
</TABLE>
<TABLE>
<CAPTION>
Nine-Months Ended
--------------------------------------
<S> <C> <C>
September 30, 1997 September 30, 1996
Production
Oil (Bbls) 465,248 515,622
Gas (Mcfs) 5,463,081 5,240,314
Average Price
Oil (per Bbl) 19.10 16.19
Gas (per Mcf) 2.43 1.99
</TABLE>
It continues to be difficult to estimate accurately future prices of oil
and gas, and any assumptions concerning future prices may prove to be incorrect.
Interest income for the quarter ended September 30, 1997 increased
approximately $1,800 compared with the third quarter of 1996 due to a slight
increase in interest rates. Interest income for the nine-month period ended
September 30, 1997 increased approximately $22,600 compared to the same period
of 1996 due to an increase in funds available for investment.
General and administrative expenses for the quarter ended September 30,
1997 increased approximately $50,800 compared to the same quarter of 1996 due to
a reimbursement to a third party for expenses paid on behalf of the Trust and
increased data processing costs related to the retention of certain Trust
documents. Compared to the preceding quarter ended June 30, 1997, general and
administrative expenses remained substantially the same. General and
administrative expenses for the nine-month period ended September 30, 1997
decreased approximately $45,300, compared to the same period of 1996, due to a
reimbursement paid to an unrelated party made in 1996.
This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, which are intended to be
covered by the safe harbor created thereby. All statements other than statements
of historical fact included in this Report are forward-looking statements.
Although the Trustee believes that the expectations reflected in such
forward-looking statements are reasonable, such expectations are subject to
numerous risks and uncertainties and the Trustee can give no assurance that they
will prove correct. There are many factors, none of which is within the
Trustee's control, that may cause such expectations not to be realized,
including, among other things, factors identified in the Trust's most recent
Annual Report on Form 10-K affecting oil and gas prices and the recoverability
of reserves, general economic conditions, actions and policies of petroleum-
producing nations and other changes in the domestic and international energy
markets.
11
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - Financial Data Schedule.
(b) No reports on Form 8-K were filed during
the quarter for which this report is filed.
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SABINE ROYALTY TRUST
By: NationsBank of Texas, N.A.
(as successor), Trustee
By: /s/ Ron E. Hooper
--------------------------------------
Ron E. Hooper
Vice President and
Trust Administrator
Date: November 5, 1997
(The Trust has no directors or executive officers.)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,201,468
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,201,468
<PP&E> 22,395,185
<DEPRECIATION> 19,290,699
<TOTAL-ASSETS> 5,305,954
<CURRENT-LIABILITIES> 481,252
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 4,824,702
<TOTAL-LIABILITY-AND-EQUITY> 5,305,954
<SALES> 19,886,847
<TOTAL-REVENUES> 20,015,426
<CGS> 0
<TOTAL-COSTS> 1,033,588
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 18,981,838
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,981,838
<EPS-PRIMARY> 1.30
<EPS-DILUTED> 0
</TABLE>
