##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
  TORCH ENERGY ROYALTY TRUST
 (Exact Name of Registrant as Specified in its Charter)
 Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    74-6411424
(I.R.S. Employer Identification No.)
 Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of Principal Executive Offices; Zip Code)
 (Registrants Telephone number, Including Area Code )
(302) 651-8775
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 Title of each class
    
    Name of Each Exchange onWhich RegisteredUnits of Beneficial Interest
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT :
 o þ
 o þ
 þ o
 o
  ü
 o þ




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##### 



PageNumberPART IItem 1.
    
    Business
    
    
    2Item 1A.
    
    Risk Factors
    
    
    5Item 1B.
    
    Unresolved Staff Comments
    
    
    9Item 2.
    
    Properties
    
    
    9Item 3.
    
    Legal Proceedings
    
    
    12Item 4.
    
    Submission of Matters to a Vote of Unitholders
    
    
    12PART IIItem 5.
    
    Market for Registrants Units and Related
Unitholder Matters
    
    
    13Item 6.
    
    Selected Financial Data
    
    
    13Item 7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13Item 7a.
    
    Quantitative and Qualitative Disclosures About
Market Risk
    
    
    17Item 8.
    
    Financial Statements and Supplementary Data
    
    
    18Item 9.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    32Item 9A.
    
    Controls and Procedures
    
    
    32Item 9B.
    
    Other Information
    
    
    32PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    33Item 11.
    
    Executive Compensation
    
    
    33Item 12.
    
    Security Ownership of Certain Beneficial Owners
and Management
    
    
    33Item 13.
    
    Certain Relationships and Related Transactions
    
    
    35Item 14.
    
    Principal Accountant Fees and Services
    
    
    36PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    37
    
    Signatures
    
    
    39Consent of T.J. Smith & Company, Inc.Netherland, Sewell and Associates, Inc.Consent of Ryder Scott Company, L.P.Certification  pursuant to Section 302Certification pursuant to Section 906Financial Statements of Torch Energy Advisors Incorporated
  1




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##### Table of Contents



PART I
 Item 1. Business
  General
    2




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##### Table of Contents



Marketing Arrangements
    3




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##### Table of Contents



Gathering, Treating and Transportation Arrangements
  Net Profits Interests
   Availability of Reports
 4
    Table of Contents   Item 1A. Risk Factors
  If oil and gas prices decline significantly for a prolonged period, the Trusts cash flow from
operations will decline and the Trust may have to lower the cash distributions or may not be able
to pay distributions at all.
  
    
    The domestic and foreign supply of and demand for oil and gas;
    
    The price and quantity of foreign imports of oil and gas;
    
    The level of consumer product demand;
    
    Weather conditions;
    
    Overall domestic and global economic conditions;
    
    Political and economic conditions and events in foreign oil and gas
producing countries, including embargoes, continued hostilities in the Middle East and
other sustained military campaigns, conditions in South America and Russia, and acts
of terrorism or sabotage;
 
    
    The ability of members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;
 
    
    Technological advances affecting energy consumption;
    
    Domestic and foreign governmental regulations and taxation;
    
    The impact of energy conservation efforts;
 
    
    The capacity of natural gas pipelines and other transportation
facilities to the Trusts production; and
 
    
    The price and availability of alternative fuels.
  The estimated reserve quantities in this report are based on many assumptions that may prove to be
inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will
materially affect the quantities and present value of the Trusts reserves.
 5
    Table of Contents  The Trusts business is subject to operational risks that may not be fully insured, which, if they
were to occur, could adversely affect the Trusts financial condition or results of operations and,
as a result, the Trusts ability to pay distributions to Unitholders.
  The Trust may be unable to compete effectively with larger companies, which may adversely affect
the Trusts ability to generate sufficient revenue and its ability to pay distributions to
Unitholders
  The
Trusts operations are subject to regulations which may limit the Trusts production of natural
gas or the price that the Trust receives for natural gas.
  Federal Regulation
  6
    Table of Contents  State Regulation
  Because the Trust handles oil and gas petroleum products, the Trust may incur significant costs and
liabilities in the future resulting from a failure to comply with new or existing environmental
regulations or an accidental release of hazardous substances in the environment.
  Net Proceeds Attributable to the Robinsons Bend Field Have Declined Significantly
 7
    Table of Contents    If the Trust terminates there is no assurance that the Trustee can sell the Net Profits Interests
or the amount it will be sold for.
  Financial information of the Trust is not prepared in accordance with GAAP.
  The Trust is dependent on Torch and its subsidiaries to provide administrative services to the
Trust.
 8
    Table of Contents  Item 1B. Unresolved Staff Comments
 Not applicable.
 Item 2. Properties
 Description of the Underlying Properties
 Chalkley Field
 Robinsons Bend Field
 Cotton Valley Fields
 Austin Chalk Fields
 Oil and Gas Reserves
  Well Count and Acreage Summary
  Gas Wells
    
    
    Oil WellsGross
    
    
    Net
    
    
    Gross
    
    
    NetChalkley Field
    
    
    4
    
    
    
    .6
    
    
    
    
    
    
    
    Robinsons Bend Field
    
    
    405
    
    
    
    169.0
    
    
    
    
    
    
    
    Cotton Valley Fields
    
    
    66
    
    
    
    24.3
    
    
    
    
    
    
    
    Austin Chalk Fields
    
    
    34
    
    
    
    5.8
    
    
    
    45
    
    
    
    8.1Total
    
    
    509
    
    
    
    199.7
    
    
    
    45
    
    
    
    8.1
 9
    Table of Contents  AcreageGross
    
    
    NetChalkley Field
    
    
    2,152
    
    
    
    348Robinsons Bend Field
    
    
    33,404
    
    
    
    14,288Cotton Valley Fields
    
    
    4,411
    
    
    
    2,606Austin Chalk Fields
    
    
    28,816
    
    
    
    5,019Total
    
    
    68,783
    
    
    
    22,261
 10
    Table of Contents  Drilling Activity
   Development WellsGross
    
    
    NetDry
    
    
    
    
    
    
    
    
    
    
    DryProductive
    
    
    Holes
    
    
    Total
    
    
    Productive
    
    
    Holes
    
    
    Total2005
    
    
    17
    
    
    
    0
    
    
    
    17
    
    
    
    1.4
    
    
    
    0
    
    
    
    1.42004
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    02003
    
    
    1
    
    
    
    0
    
    
    
    1
    
    
    
    .2
    
    
    
    0
    
    
    
    .2
  11
    Table of Contents  Oil and Gas Sales Prices and Production Costs
  Chalkley, Cotton ValleyAnd Austin Chalk Fields2005
    
    
    2004
    
    
    2003Production:Gas (MMcf)
    
    
    2,088
    
    
    
    2,496
    
    
    
    2,835Oil (Mbbl)
    
    
    22
    
    
    
    25
    
    
    
    24Weighted average lifting cost per Mcfe
    
    $
    .96
    
    
    $
    .77
    
    
    $
    .53Weighted average taxes on production per Mcfe
    
    $
    .35
    
    
    $
    .30
    
    
    $
    .24Weighted
average sales price (b)Gas ($/Mcf)
    
    $
    4.45
    
    
    $
    3.72
    
    
    $
    3.64Oil ($/Bbl)
    
    $
    46.14
    
    
    $
    30.58
    
    
    $
    24.00
  Robinson's Bend Field2005
    
    
    2004
    
    
    2003Production:Gas (MMcf)
    
    
    1,826
    
    
    
    1,927
    
    
    
    2,014Oil (Mbbl)
    
    
    
    
    
    
    
    
    
    
    Weighted average lifting cost per Mcfe
    
    $
    3.22
    (a)
    
    $
    3.04
    (a)
    
    $
    2.75
    (a)Weighted average taxes on production per Mcfe
    
    $
    .36
    
    
    $
    .27
    
    
    $
    .25Weighted
average sales price (b)Gas ($/Mcf)
    
    $
    3.98
    
    
    $
    3.25
    
    
    $
    3.12Oil ($/Bbl)
    
    $
    
    
    
    $
    
    
    
    $
    
 (a)
    
    Prior to December 31, 2002, lease operating expenses were not deducted in calculating the Net
Proceeds payable to the Trust from the Robinsons Bend Field. Commencing with the second
quarter of 2003 distribution (pertaining to the quarter ended March 31, 2003 production) lease
operating expenses and capital expenditures were deducted in calculating Net Proceeds in the
Robinsons Bend Field.
 (b)
    
    Average sales prices are reflective of purchase prices paid by TEMI, pursuant to the Purchase
Contract, less certain gathering, treating and transportation charges.
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Unitholders
  12
    Table of Contents  PART II
 
 Item 5. Market for Registrants Units and Related Unitholder Matters
  CashHigh
    
    
    Low
    
    
    DistributionsQuarter ended March 31, 2004
    
    $
    7.10
    
    
    $
    5.68
    
    
    $
    .15Quarter ended June 30, 2004
    
    $
    7.58
    
    
    $
    5.16
    
    
    $
    .17Quarter ended September 30, 2004
    
    $
    6.70
    
    
    $
    5.70
    
    
    $
    .19Quarter ended December 31, 2004
    
    $
    7.75
    
    
    $
    6.23
    
    
    $
    .16Quarter ended March 31, 2005
    
    $
    8.11
    
    
    $
    6.45
    
    
    $
    .22Quarter ended June 30, 2005
    
    $
    8.15
    
    
    $
    6.13
    
    
    $
    .12Quarter ended September 30, 2005
    
    $
    7.20
    
    
    $
    6.60
    
    
    $
    .15Quarter ended December 31, 2005
    
    $
    7.23
    
    
    $
    6.44
    
    
    $
    .16
  
 Item 6. Selected Financial Data
 Year Ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Net profits income
    
    $
    5,818
    
    
    $
    6,161
    
    
    $
    8,969
    
    
    $
    9,357
    
    
    $
    16,843Distributable income
    
    $
    5,601
    
    
    $
    5,657
    
    
    $
    8,036
    
    
    $
    8,616
    
    
    $
    16,181Distributions declared
    
    $
    5,590
    
    
    $
    5,728
    
    
    $
    7,989
    
    
    $
    8,652
    
    
    $
    16,211Distributable income
per Unit
    
    $
    0.65
    
    
    $
    0.66
    
    
    $
    0.93
    
    
    $
    1.00
    
    
    $
    1.88Distributions per Unit
    
    $
    0.65
    
    
    $
    0.67
    
    
    $
    0.93
    
    
    $
    1.01
    
    
    $
    1.89Total assets (at end of
period)
    
    $
    21,675
    
    
    $
    23,801
    
    
    $
    26,458
    
    
    $
    31,265
    
    
    $
    36,696
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Discussion of Years Ended December 31, 2005, 2004, and 2003
  13
    Table of Contents  Bbls of Oil2005
    
    
    2004
    
    
    2003Chalkley Field
    
    
    5,155
    
    
    
    6,756
    
    
    
    7,887Robinsons Bend Field
    
    
    
    
    
    
    
    
    
    
    Cotton
Valley Fields
    
    
    1,852
    
    
    
    2,077
    
    
    
    3,532Austin Chalk Fields
    
    
    15,315
    
    
    
    16,574
    
    
    
    12,683Total
    
    
    22,322
    
    
    
    25,407
    
    
    
    24,102
  Mcf of Gas2005
    
    
    2004
    
    
    2003Chalkley Field
    
    
    1,226,513
    
    
    
    1,514,308
    
    
    
    1,750,133Robinsons Bend Field
    
    
    1,825,667
    
    
    
    1,926,899
    
    
    
    2,013,653Cotton Valley Fields
    
    
    684,434
    
    
    
    836,987
    
    
    
    1,004,949Austin Chalk Fields
    
    
    177,512
    
    
    
    144,270
    
    
    
    79,514Total
    
    
    3,914,126
    
    
    
    4,422,464
    
    
    
    4,848,249
    14
    Table of Contents  15
    Table of Contents  Year Ended December 31,2005
    
    
    2004
    
    
    2003Chalkley,
    
    
    Robinson's
    
    
    
    
    
    
    Chalkley,
    
    
    Robinson's
    
    
    
    
    
    
    Chalkley,
    
    
    Robinson'sCotton Valley and
    
    
    Bend
    
    
    
    
    
    
    Cotton Valley and
    
    
    Bend
    
    
    
    
    
    
    Cotton Valley and
    
    
    BendAustin Chalk Fields
    
    
    Field
    
    
    Total
    
    
    Austin Chalk Fields
    
    
    Field
    
    
    Total
    
    
    Austin Chalk Fields
    
    
    Field
    
    
    TotalOil and gas revenues
    
    $
    10,330
    
    
    $
    7,258
    
    
    
    
    
    
    $
    10,053
    
    
    $
    6,268
    
    
    
    
    
    
    $
    10,892
    
    
    $
    6,283Direct operating expenses:Lease operating expenses
(including property tax)
    
    
    2,126
    
    
    
    5,873
    (a)
    
    
    
    
    
    
    2,035
    
    
    
    5,852
    (a)
    
    
    
    
    
    
    1,571
    
    
    
    4,181
    (a)Severance tax
    
    
    778
    
    
    
    652
    
    
    
    
    
    
    
    782
    
    
    
    517
    
    
    
    
    
    
    
    717
    
    
    
    5042,904
    
    
    
    6,525
    
    
    
    
    
    
    
    2,817
    
    
    
    6,369
    
    
    
    
    
    
    
    2,288
    
    
    
    4,685Net proceeds before
capital expenditures
    
    
    7,426
    
    
    
    733
    
    
    
    
    
    
    
    7,236
    
    
    
    (101
    )
    
    
    
    
    
    
    8,604
    
    
    
    1,598Capital expenditures
    
    
    1,302
    
    
    
    876
    
    
    
    
    
    
    
    751
    
    
    
    136
    
    
    
    
    
    
    
    513
    
    
    
    441Net proceeds
    
    
    6,124
    
    
    
    (143
    )
    
    
    
    
    
    
    6,485
    
    
    
    (237
    )
    
    
    
    
    
    
    8,091
    
    
    
    1,157Net profits percentage
    
    
    95
    %
    
    
    
    (b)
    
    
    
    
    
    
    95
    %
    
    
    
    (b)
    
    
    
    
    
    
    95
    %
    
    
    
    (b)Net profits income
    
    $
    5,818
    
    
    $
    
    
    
    $
    5,818
    
    
    $
    6,161
    
    
    $
    
    
    
    $
    6,161
    
    
    $
    7,686
    
    
    $
    1,283
    
    
    $
    8,969
 (a)
    
    Commencing with the second quarter 2003 distribution (pertaining to production during the
quarter ended March 31, 2003), lease operating expenses and capital expenditures were deducted
in calculating Net Proceeds from the Robinsons Bend Field. Lease operating expenses and
capital expenditures (in thousands) were $6,749, $5,988 and $5,969 during 2005, 2004 and 2003,
respectively.(b)
    
    With respect to the Robinsons Bend Field, the Trust received no cash distributions during
the six months ended December 31, 2003 and during each of the years ended December 31, 2004
and 2005. During such periods, the Robinsons Bend Field costs and expenses (including
interest) exceeded revenues by approximately $646,000.
 Termination of the Trust
  16
    Table of Contents  Critical Accounting Policy
 Reserve Estimates
   Modified Cash Basis
  
 Item 7a. Quantitative and Qualitative Disclosures About Market Risk
   17
    Table of Contents  Item 8. Financial Statements and Supplementary Data
  PageReports of Independent Registered Public Accounting Firms
    
    
    19Statements of Assets, Liabilities and Trust Corpus at December 31, 2005 and 2004
    
    
    21Statements of Distributable Income for the Years Ended December 31, 2005, 2004 and 2003
    
    
    22Statements of Changes in Trust Corpus for the Years Ended December 31, 2005, 2004 and 2003
    
    
    23Notes to Financial Statements
    
    
    24
 18
    Table of Contents  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     \s\ UHY Mann Frankfort Stein & Lipp CPAs, LLP
 19
    Table of Contents  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     \s\ Ernst & Young LLP
 20
    Table of Contents  Torch Energy Royalty Trust
 
  December 31,
    
    
    December 31,2005
    
    
    2004Cash
    
    $
    1
    
    
    $
    1Net profits interests in oil and gas properties (net of accumulated
amortization of $158,926 and $156,800 at December 31, 2005
and 2004, respectively)
    
    
    21,674
    
    
    
    23,800$
    21,675
    
    
    $
    23,801
  Trust expense payable
    
    $
    234
    
    
    $
    245Trust corpus
    
    
    21,441
    
    
    
    23,556$
    21,675
    
    
    $
    23,801
 
 21
    Table of Contents  Torch Energy Royalty Trust
 
 Year Ended December 31,2005
    
    
    2004
    
    
    2003Net profits income
    
    $
    5,818
    
    
    $
    6,161
    
    
    $
    8,969Infill Well Net Proceeds
    
    
    708
    
    
    
    443
    
    
    
    Interest income
    
    
    
    
    
    
    
    
    
    
    26,526
    
    
    
    6,604
    
    
    
    8,971General and administrative expenses
    
    
    925
    
    
    
    947
    
    
    
    935Distributable income
    
    $
    5,601
    
    
    $
    5,657
    
    
    $
    8,036Distributable income per Unit (8,600 Units)
    
    $
    0.65
    
    
    $
    0.66
    
    
    $
    0.93Distributions per Unit
    
    $
    0.65
    
    
    $
    0.67
    
    
    $
    0.93
 
 22
    Table of Contents  Torch Energy Royalty Trust
 
 Year Ended December 31,2005
    
    
    2004
    
    
    2003Trust corpus, beginning of year
    
    $
    23,556
    
    
    $
    26,284
    
    
    $
    31,044Amortization of Net Profits Interests
    
    
    (2,126
    )
    
    
    (2,657
    )
    
    
    (4,806
    )Distributable income
    
    
    5,601
    
    
    
    5,657
    
    
    
    8,035Distributions to Unitholders
    
    
    (5,590
    )
    
    
    (5,728
    )
    
    
    (7,989
    )Trust Corpus, end of year
    
    $
    21,441
    
    
    $
    23,556
    
    
    $
    26,284
 
 23
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
 1.
    
    Nature of Operations
     24
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
  2.
    
    Basis of Accounting
  -
    
    Revenues are recognized in the period in which amounts are received by the Trust. Therefore, revenues recognized
during the years ended December 31, 2005, 2004 and 2003 are derived from oil and gas production sold during the
twelve-month periods ended September 30, 2005, 2004 and 2003, respectively. General and administrative expenses are
recognized on an accrual basis.-
    
    Amortization of the Net Profits Interests is calculated on a unit-of-production basis and charged directly to trust
corpus.-
    
    Distributions to Unitholders are recorded when declared by the Trustee.-
    
    An impairment loss is recognized when the net carrying value of the Net Profits Interests exceeds its fair market
value. No such impairment was recorded during the three years ended December 31, 2005.-
    
    The financial statements of the Trust differ from financial statements prepared in accordance with GAAP because net
profits income is not accrued in the period of production and amortization of the Net Profits Interests is not charged
against operating results.
 3.
    
    Federal Income Taxes
   25
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
 4.
    
    Distributions and Income Computations
  5.
    
    Related Party Transactions
 Marketing Arrangements
    26
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
   Gathering, Treating and Transportation Arrangements
  Operator Overhead Fees
  Administrative Services Agreement
  27
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
  Compensation of the Trustee and Transfer Agent
  6.
    
    Supplemental Oil and Gas Information (Unaudited)
     28
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
   2003Description
    
    2005
    
    
    2004
    
    
    (Restated)Oil
    
    
    Gas
    
    
    Oil
    
    
    Gas
    
    
    Oil
    
    
    Gas(Mbbl)
    
    
    (MMcf)
    
    
    (Mbbl)
    
    
    (MMcf)
    
    
    (Mbbl)
    
    
    (MMcf)Proved reserves at beginning of year
    
    
    61
    
    
    
    14,055
    
    
    
    67
    
    
    
    14,079
    
    
    
    90
    
    
    
    17,592Revisions
    
    
    7
    
    
    
    6,300
    
    
    
    9
    
    
    
    1,568
    
    
    
    (9
    )
    
    
    (1,661
    )Extensions and discoveries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Production
    
    
    (12
    )
    
    
    (1,191
    )
    
    
    (15
    )
    
    
    (1,592
    )
    
    
    (14
    )
    
    
    (1,852
    )Proved reserves at end of year
    
    
    56
    
    
    
    19,164
    
    
    
    61
    
    
    
    14,055
    
    
    
    67
    
    
    
    14,079Proved developed reserves at beginning
of year
    
    
    55
    
    
    
    12,025
    
    
    
    61
    
    
    
    12,022
    
    
    
    90
    
    
    
    17,592Proved developed reserves at end of year
    
    
    54
    
    
    
    18,789
    
    
    
    55
    
    
    
    12,025
    
    
    
    61
    
    
    
    12,022
 29
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
   December 31,2005
    
    
    2004
    
    
    2003Future cash inflows
    
    $
    260,111
    
    
    $
    92,844
    
    
    $
    83,202Future costs and expenses
    
    
    (151,917
    )
    
    
    (31,965
    )
    
    
    (24,712
    )Net future cash flows
    
    
    108,194
    
    
    
    60,879
    
    
    
    58,490Discount at 10% for timing of cash flows
    
    
    (47,409
    )
    
    
    (21,892
    )
    
    
    (21,318
    )Present value of future net cash flows for proved reserves
    
    $
    60,785
    
    
    $
    38,987
    
    
    $
    37,172
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Balance at beginning of year
    
    $
    38,987
    
    
    $
    37,172
    
    
    $
    40,838Sales of oil and gas produced, net of production costs
    
    
    (7,143
    )
    
    
    (7,476
    )
    
    
    (7,587
    )Accretion to discount
    
    
    3,899
    
    
    
    3,717
    
    
    
    4,084Extensions and discoveries
    
    
    
    
    
    
    
    
    
    
    Revision of prior-year estimates, change in prices
and other
    
    
    25,042
    
    
    
    5,574
    
    
    
    (163
    )Balance at end of year
    
    $
    60,785
    
    
    $
    38,987
    
    
    $
    37,172
  30
    Table of Contents  Torch Energy Royalty Trust
 Notes to Financial Statements
 7.
    
    Quarterly Financial Data (Unaudited  in thousands, except per Unit amounts)
  DistributableNet Profits
    
    
    Distributable
    
    
    IncomeIncome
    
    
    Income
    
    
    Per UnitQuarter ended March 31, 2005
    
    $
    1,837
    
    
    $
    1,889
    
    
    $
    .22Quarter ended June 30, 2005
    
    
    1,110
    
    
    
    1,025
    
    
    
    .12Quarter ended September 30, 2005
    
    
    1,482
    
    
    
    1,290
    
    
    
    .15Quarter ended December 31, 2005.
    
    
    1,389
    
    
    
    1,397
    
    
    
    .16$
    5,818
    
    
    $
    5,601
    
    
    $
    .65Quarter ended March 31, 2004
    
    $
    1,488
    
    
    $
    1,304
    
    
    $
    .15Quarter ended June 30, 2004
    
    
    1,687
    
    
    
    1,445
    
    
    
    .17Quarter ended September 30, 2004
    
    
    1,622
    
    
    
    1,570
    
    
    
    .18Quarter ended December 31, 2004.
    
    
    1,364
    
    
    
    1,338
    
    
    
    .16$
    6,161
    
    
    $
    5,657
    
    
    $
    .66
 31
    Table of Contents  Torch Energy Royalty Trust
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   
 Item 9B. Other Information
  32
    Table of Contents  Torch Energy Royalty Trust
 
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
   
 Item 11. Executive Compensation
  Ongoing Administrative Expenses.
 Compensation of the Trustee and Transfer Agent.
  Fees to Torch.
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management
  33
    Table of Contents  Torch Energy Royalty Trust
 Name of Beneficial Owner and Address
    
    Shares Beneficially OwnedUnits
    
    
    Percent of Class5% Unitholder:Barington
Companies Equity Partners, L.P.(1)
    
    
    446,400
    
    
    
    5.19
    %888 Seventh Avenue17th FloorNew York, New York 10019
      34
    Table of Contents  Torch Energy Royalty Trust
  
 Item 13. Certain Relationships and Related Transactions
 Administrative Services Agreement
   Marketing Arrangement
    35
    Table of Contents  Torch Energy Royalty Trust
 Gathering, Treating and Transportation Arrangements
  
 Item 14. Principal Accountant Fees and Services
  2005
    
    
    2004Audit Fees
    
    $
    113,579
    
    
    $
    117,041Audit Related Fees
    
    
    0
    
    
    
    0Tax Fees
    
    
    0
    
    
    
    0All Other Fees
    
    
    0
    
    
    
    0$
    113,579
    
    
    $
    117,041
 36
    Table of Contents  Torch Energy Royalty Trust
 
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  1.
    
    Financial Statements:
  
 2.
    
    Financial Statement Schedules
  3.
    
    Exhibits
 Exhibit  Number Exhibit
 4.
    
    
    Instruments Defining the Rights of Security Holders, Including Indentures.4.1   -     Form of Torch Energy Royalty Trust Agreement.*4.2   -     Form of Louisiana Trust Agreement.*4.3   -     Specimen Trust Unit Certificate.*4.4   -     Designation of Ancillary Trustee.*
 10.
    
    
    Material Contracts.10.1  -     Purchase Agreement between TRC, Velasco and TEMI.*10.2  -     Gas Gathering Agreement between TEMI and Bahia Gas Gathering, Ltd.*10.3  -     Amendment to Gas Gathering Agreement.*10.4  -     Water Gathering and Disposal Agreement between Torch Energy Associates, Ltd. and Velasco.*10.5  -     Form of Texas Conveyance.*10.6  -     Form of Louisiana Conveyance.*10.7  -     Form of Alabama Conveyance.*10.8  -     Standby Performance Agreement between Torch and the Trust.*10.9  -     Amendment to Water Gathering Contract.*10.10  -     First Amendment to Oil and Gas Purchase Contract (previously filed on form 10-Q for the quarter ended September 30, 1994). *
 23.
    
    
    Consents of Experts and Counsel.23.1  -     Consent of T.J. Smith & Company, Inc.23.2  -     Netherland, Sewell and Associates, Inc.
 37
    Table of Contents  Torch Energy Royalty Trust
 23.3  -     Consent of Ryder Scott Company, L.P.
 31.
    
    
    Rule 13a-14(a)/15d-14(a) Certifications.31.1  -     Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32.
    
    
    Section 1350 Certifications.32.1  -     Certification of Wilmington Trust Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 99.
    
    
    Additional Exhibits.99.1  -     Financial Statements of Torch Energy Advisors Incorporated.
 *
    
    Incorporated by reference from Registration Statements on Form S-1 of Torch Energy Advisors
Incorporated (Registration No. 33-68688) dated November 16, 1993.
 38
    Table of Contents  SIGNATURES
  TORCH ENERGY ROYALTY TRUSTBy:
    Wilmington Trust Company,not in its individual capacity butsolely as Trustee for the TrustBy:
    /s/ Bruce L. BissonBruce L. Bisson, Vice President   39
    Table of Contents  Index
to Exhibits
 Instruments Defining the Rights of Security Holders, Including Indentures.4.1
    
    -
    
    Form of Torch Energy Royalty Trust Agreement.*4.2
    
    -
    
    Form of Louisiana Trust Agreement.*4.3
    
    -
    
    Specimen Trust Unit Certificate.*4.4
    
    -
    
    Designation of Ancillary Trustee.*Material Contracts.10.1
    
    -
    
    Purchase Agreement between TRC, Velasco and TEMI.*10.2
    
    -
    
    Gas Gathering Agreement between TEMI and Bahia Gas Gathering, Ltd.*10.3
    
    -
    
    Amendment to Gas Gathering Agreement.*10.4
    
    -
    
    Water Gathering and Disposal Agreement between Torch Energy Associates, Ltd. and Velasco.*10.5
    
    -
    
    Form of Texas Conveyance.*10.6
    
    -
    
    Form of Louisiana Conveyance.*10.7
    
    -
    
    Form of Alabama Conveyance.*10.8
    
    -
    
    Standby Performance Agreement between Torch and the Trust.*10.9
    
    -
    
    Amendment to Water Gathering Contract.*10.10
    
    -
    
    First Amendment to Oil and Gas Purchase Contract (previously filed on form 10-Q for the quarter ended September 30, 1994). *Consents of Experts and Counsel.23.1
    
    -
    
    Consent of T.J. Smith & Company, Inc.23.2
    
    -
    
    Netherland, Sewell and Associates, Inc.23.3
    
    -
    
    Consent of Ryder Scott Company, L.P.Rule 13a-14(a)/15d-14(a) Certifications.31.1
    
    -
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Section 1350 Certifications.32.1
    
    -
    
    Certification of Wilmington Trust Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Additional Exhibits.99.1
    
    -
    
    Financial Statements of Torch Energy Advisors Incorporated.
 *
    
    Incorporated by reference from Registration Statements on Form S-1 of Torch Energy Advisors
Incorporated (Registration No. 33-68688) dated November 16, 1993.