0000950134-00-004265-index.html : 20000512 0000950134-00-004265.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950134-00-004265 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMIAN BASIN ROYALTY TRUST CENTRAL INDEX KEY: 0000319654 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 756280532 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08033 FILM NUMBER: 626924 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA N A TRUST DEPARTMENT STREET 2: P O BOX 1317 NK OF TEXAS NA TRUST DEPT CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173906905 MAIL ADDRESS: STREET 1: 1300 SUMMIT AVENUE SUITE 300 CITY: FORTH WORTH STATE: TX ZIP: 76102 10-Q 1 FORM 10-Q FOR QUARTER ENDED MARCH 31, 2000 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2000 Commission File No. 1-8033 PERMIAN BASIN ROYALTY TRUST Texas I.R.S. No. 75-6280532 Bank of America, N.A., Trust Department P.O. Box 830650 Dallas, Texas 75283 Telephone Number 214.209.2400 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Number of Units of beneficial interest of the Trust outstanding at May 5, 2000: 46,608,796 2 PERMIAN BASIN ROYALTY TRUST PART I - FINANCIAL STATEMENTS Item 1. Financial Statements The condensed financial statements included herein have been prepared by Bank of America, N.A. as Trustee for the Permian Basin Royalty Trust, without audit, 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 the notes thereto included in the Trust's latest annual report on Form 10-K. In the opinion of the Trustee, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the assets, liabilities and trust corpus of the Permian Basin Royalty Trust at March 31,2000, and the distributable income and changes in trust corpus for the three-month periods ended March 31, 2000 and 1999 have been included. The distributable income for such interim periods is not necessarily indicative of the distributable income for the full year. Deloitte & Touche LLP, independent certified public accountants, has made a limited review of the condensed financial statements as of March 31, 2000 and for the three-month periods ended March 31, 2000 and 1999 included herein. -2- 3 INDEPENDENT ACCOUNTANTS' REPORT Bank of America, N.A. as Trustee for the Permian Basin Royalty Trust: We have reviewed the accompanying condensed statement of assets, liabilities and trust corpus of the Permian Basin Royalty Trust as of March 31, 2000 and the related condensed statements of distributable income and changes in trust corpus for the three-month periods ended March 31, 2000 and 1999. These financial statements are the responsibility of the Trustee. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with 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. The accompanying condensed financial statements are prepared on a modified cash basis as described in Note 1, which is a comprehensive basis of accounting other than generally accepted accounting principles. Based on our reviews, 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 1. We have previously audited, in accordance with generally accepted auditing standards, the statement of assets, liabilities and trust corpus of the Permian Basin Royalty Trust as of December 31, 1999, 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 25, 2000, 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, 1999 is fairly stated, in all material respects, in relation to the statement of assets, liabilities and trust corpus from which it has been derived. DELOITTE & TOUCHE LLP May 10, 2000 -3- 4 PERMIAN BASIN ROYALTY TRUST CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS --------------------------------------------------------------------------------
March 31 December 31, ASSETS 2000 1999 (Unaudited) Cash and short-term investments $2,056,411 $ 2,415,245 Net overriding royalty interests in producing oil and gas properties (net of accumulated amortization of $8,163,762 and $8,085,238 at March 31, 2000 and December 31, 1999, respectively) 2,811,453 2,889,978 ---------- ------------ $4,867,864 $ 5,305,223 ========== ============ LIABILITIES AND TRUST CORPUS Distribution payable to Unit holders $2,056,411 $ 2,415,245 Commitments and contingencies Trust corpus - 46,608,796 Units of beneficial interest authorized and outstanding 2,811,453 2,889,978 ---------- ------------ $4,867,864 $ 5,305,223 ========== ============
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
Three Months Ended March 31 2000 1999 ----------- ----------- Royalty income $ 6,373,057 $ 1,775,960 Interest income 16,829 2,013 ----------- ----------- 6,389,886 1,777,973 General and administrative expenditures 123,821 143,663 ----------- ----------- Distributable income $ 6,266,065 $ 1,634,310 =========== =========== Distributable income per Unit (46,608,796 Units) $ .134440 $ .035064 =========== ===========
The accompanying notes to condensed financial statements are an integral part of these statements. -4- 5 PERMIAN BASIN ROYALTY TRUST CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED) --------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31 -------------------------- 2000 1999 Trust corpus, beginning of period $ 2,889,978 $ 3,336,583 Amortization of net overriding royalty interests (78,525) (54,982) Distributable income 6,266,065 1,634,310 Distributions declared (6,266,065) (1,634,310) ----------- ----------- Total Trust Corpus $ 2,811,453 $ 3,281,601 =========== ===========
-5- 6 PERMIAN BASIN ROYALTY TRUST NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) -------------------------------------------------------------------------------- 1. BASIS OF ACCOUNTING The Permian Basin Royalty Trust ("Trust") was established as of November 1, 1980. The net overriding royalties conveyed to the Trust include: (1) a 75% net overriding royalty carved out of Southland Royalty Company's fee mineral interests in the Waddell ranch in Crane County, Texas (the "Waddell Ranch properties"); and (2) a 95% net overriding royalty carved out of Southland Royalty Company's major producing royalty interests in Texas (the "Texas Royalty properties"). The net overriding royalty for the Texas Royalty properties is subject to the provisions of the lease agreements under which such royalties were created. The financial statements of the Trust are prepared on the following basis: o Royalty income recorded for a month is the amount computed and paid to Bank of America, N.A. ("Trustee") as Trustee for the Trust by the interest owners: Burlington Resources Oil & Gas Company ("BROG") for the Waddell Ranch properties and Riverhill Energy Corporation ("Riverhill Energy"), formerly a wholly owned subsidiary of Riverhill Capital Corporation ("Riverhill Capital") and formerly an affiliate of Coastal Management Corporation ("CMC"), for the Texas Royalty properties. CMC currently conducts all field, technical and accounting operations on behalf of BROG with regard to the Waddell Ranch properties. CMC also conducts the accounting operations for the Texas Royalty properties on behalf of Riverhill Energy. Royalty income consists of the amounts received by the owners of the interest burdened by the net overriding royalty interests ("Royalties") from the sale of production less accrued production costs, development and drilling costs, applicable taxes, operating charges, and other costs and deductions multiplied by 75% in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty properties. As was previously reported, in February 1997, BROG sold its interest in the Texas Royalty properties to Riverhill Energy. The Trustee has been advised that in the first quarter of 1998, Schlumberger Technology Corporation ("Schlumberger") acquired all of the shares of stock of Riverhill Capital. Prior to such acquisition by Schlumberger, CMC and Riverhill Energy were wholly owned subsidiaries of Riverhill Capital. The Trustee has further been advised that in connection with Schlumberger's acquisition of Riverhill Capital, the shareholders of Riverhill Capital acquired ownership of all of the shares of stock of Riverhill Energy. Thus, the ownership in the Texas Royalty properties referenced above remained in Riverhill Energy, the stock ownership of which was acquired by the former shareholders of Riverhill Capital. o Trust expenses recorded are based on liabilities paid and cash reserves established out of cash received or borrowed funds for liabilities and contingencies. o Distributions to Unit holders are recorded when declared by the Trustee. o Royalty income is computed separately for each of the conveyances under which the Royalties were conveyed to the Trust. If monthly costs exceed revenues for any conveyance ("excess costs"), such excess cannot reduce royalty income from other conveyances, but is carried forward with accrued interest to be recovered from future net proceeds of that conveyance (see Note 3). The financial statements of the Trust differ from financial statements prepared in accordance with generally accepted accounting principles ("GAAP") because revenues are not accrued in the month of production and certain cash reserves may be established for contingencies which would not be accrued -6- 7 in financial statements prepared in accordance with GAAP. Amortization of the Royalties calculated on a unit-of-production basis is charged directly to trust corpus. On July 5, 1999, NationsBank, N.A., Trustee of the Permian Basin Royalty Trust, legally changed its name to Bank of America, N.A. On July 23, 1999, Bank of America, N.A. (formerly known as NationsBank, N.A.) was merged with and into Bank of America NT&SA, with the resulting entity being called Bank of America, N.A. As a result, immediately following the close of business on July 23, 1999, the remaining legal entity was Bank of America, N.A. As a result of such merger, the Trustee of the Trust is Bank of America, N.A., successor by merger to NationsBank, N.A. 2. FEDERAL INCOME TAXES For Federal income tax purposes, the Trust constitutes a fixed investment trust which is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. The Unit holders are considered to own the Trust's income and principal as though no trust were in existence. The income of the Trust is deemed to have been received or accrued by each Unit holder at the time such income is received or accrued by the Trust and not when distributed by the Trust. The Royalties constitute "economic interests" in oil and gas properties for Federal income tax purposes. Unit holders must report their share of the revenues of the Trust as ordinary income from oil and gas royalties and are entitled to claim depletion with respect to such income. The Trust has on file technical advice memoranda confirming the tax treatment described above. The classification of the Trust's income for purposes of the passive loss rules may be important to a Unit holder. As a result of the Tax Reform Act of 1986, royalty income will generally be treated as portfolio income and will not offset passive losses. 3. EXCESS COSTS In the calculation of royalty income for the months of June through December 1998, costs exceeded revenues for the Waddell Ranch properties underlying the Waddell Ranch Net Overriding Royalty Conveyance by $1,218,732. Such excess costs were recovered from net proceeds of the underlying Waddell Ranch properties during the first quarter of 1999 and these properties are again contributing Trust royalty income. ****** -7- 8 ITEM 2. TRUSTEE'S DISCUSSION AND ANALYSIS FORWARD LOOKING INFORMATION Certain information included in this report contains, and other materials filed or to be filed by the Trust with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward looking statements may be or may concern, among other things, capital expenditures, drilling activity, development activities, production efforts and volumes, hydrocarbon prices and the results thereof, and regulatory matters. 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 such as actual oil and gas prices and the recoverability of reserves, capital expenditures, general economic conditions, actions and policies of petroleum-producing nations and other changes in the domestic and international energy markets. Such forward looking statements generally are accompanied by words such as "estimate," "expect," "predict," "anticipate," "goal," "should," "assume," "believe," or other words that convey the uncertainty of future events or outcomes. -8- 9 THREE MONTHS ENDED MARCH 31, 2000 AND 1999 For the quarter ended March 31, 2000 royalty income received by the Trust amounted to $6,373,057 compared to royalty income of $1,775,960 during the first quarter of 1999. The increase in royalty income is primarily attributable to an increase in average oil and gas prices as well as a decrease in allocated capital expenditures compared to the first quarter of 1999. In the calculation of royalty income for the months of July through December 1998, costs exceeded revenues for the Waddell Ranch properties underlying the Waddell Ranch Net Overriding Royalty Conveyance by $1,218,732. Such excess costs were recovered from net proceeds of the underlying Waddell Ranch properties during the first quarter of 1999 and these properties are again contributing trust royalty income. Interest income for the quarter ended March 31, 2000, was $16,829 compared to $2,013 during the first quarter of 1999. The increase in interest income is primarily attributable to an increase in funds available for investment. General and administrative expenses during the first quarter of 2000 amounted to $123,821 compared to $143,663 during the first quarter of 1999. The decrease in general and administrative expenses can be primarily attributed to timing differences in the receipt and payment of these expenses. These transactions resulted in distributable income for the quarter ended March 31, 2000 of $6,266,065 or $.134440 per Unit of beneficial interest. Distributions of $.044802, $.045517 and $.044121 per Unit were made to Unit holders of record as of January 31, February 29 and March 31, 2000, respectively. For the first quarter of 1999, distributable income was $1,634,310 or $.035064 per Unit of beneficial interest. Royalty income for the Trust for the first quarter of the calendar year is associated with actual oil and gas production for the period November and December of 1999 and January 2000 from the properties from which the Trust's net overriding royalty interests ("Royalties") were carved. Oil and gas sales attributable to the Royalties and the properties from which the Royalties were carved are as follows:
First Quarter ----------------------- 2000 1999 ROYALTIES: Oil sales (Bbls) 198,848 123,698 Gas sales (Mcf) 720,243 435,162 PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED: Oil: Total oil sales (Bbls) 375,389 454,626 Average per day (Bbls) 4,080 4,942 Average price per Bbl $ 23.64 $ 9.73 Gas: Total gas sales (Mcf) 1,519,812 1,827,302 Average per day (Mcf) 16,520 19,862 Average price per Mcf $ 2.89 $ 1.81
The posted price of oil increased to an average price per barrel of $23.64 in the first quarter of 2000, compared to $9.73 in the first quarter of 1999. The Trustee has been advised by BROG that for the period August 1, 1993, through March 31, 2000, the oil from the Waddell Ranch properties was being sold under a competitive bid to a third party. The increase in the average price of gas from $1.81 in the first quarter of 1999 to $2.89 in the first quarter of 2000 is primarily attributable to an increase in the spot prices of natural gas. Since the oil and gas sales attributable to the Royalties are based on an allocation formula that is dependent on such factors as price and cost (including capital expenditures), the production amounts in the Royalties -9- 10 section of the above table do not provide a meaningful comparison. The oil and gas sales from the properties from which the Royalties are carved decreased slightly for the applicable period in 2000 compared to 1999. Capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch properties during the first quarter of 2000 totaled $1,717,000 as compared to $460,000 for the first quarter of 1999. BROG has informed the Trustee that the 2000 capital expenditures budget has been revised to $14.2 million for the Waddell Ranch. The total amount of capital expenditures for 1999 was $1.6 million. Through the first quarter of 2000, capital expenditures of $1,717,000 have been expended. The Trustee has been advised that there were no wells completed or in progress during the three months ended March 31, 2000 on the Waddell Ranch properties. For the three months ended March 31, 1999, there were 6 gross (2.63 net) wells completed and there were no wells in progress. Lease operating expense and property taxes totaled $2.9 million for the first quarter of 2000, compared to $3.1 million in the first quarter of 1999 on the Waddell Ranch properties. This decrease is primarily attributable to more efficient field operations on the Waddell Ranch properties. -10- 11 CALCULATION OF ROYALTY INCOME The Trust's royalty income is computed as a percentage of the net profit from the operation of the properties in which the Trust owns net overriding royalty interests. These percentages of net profits are 75% and 95% in the case of the Waddell Ranch properties and the Texas Royalty properties, respectively. Royalty income received by the Trust for the three months ended March 31, 2000 and 1999 respectively, were computed as shown in the table below:
THREE MONTHS ENDED MARCH 31, ---------------------------------------------------- 2000 1999 ------------------------- ------------------------ WADDELL TEXAS WADDELL TEXAS RANCH ROYALTY RANCH ROYALTY PROPERTIES PROPERTIES PROPERTIES PROPERTIES Gross proceeds of sales from properties from which the net overriding royalties were carved: Oil proceeds $ 6,825,062 $ 2,048,059 $ 3,501,709 $ 922,501 Gas proceeds 3,715,046 682,670 2,968,380 342,195 Other revenues ----------- ----------- ----------- ----------- Total 10,540,108 2,730,729 6,470,089 1,264,696 ----------- ----------- ----------- ----------- Less: Severance tax: Oil 277,353 78,399 143,676 34,099 Gas 235,367 26,117 221,447 20,485 Lease operating expense and property tax: Oil and gas 2,949,873 150,000 2,916,540 195,000 Capital expenditures 1,716,642 459,899 Other expense 21,412 ----------- ----------- ----------- ----------- Total 5,179,235 254,516 3,762,974 249,584 ----------- ----------- ----------- ----------- Net profits 5,360,873 2,476,213 2,707,115 1,015,112 Net overriding royalty interests 75% 95% 75% 95% ----------- ----------- ----------- ----------- 2,030,336 964,356 4,020,655 2,352,402 Less: excess cost over revenues(a) 1,218,732 ----------- ----------- ----------- ----------- Royalty income $ 4,020,655 $ 2,352,402 $ 811,604 $ 964,356 =========== =========== =========== ===========
-11- 12 (a) In calculating Trust royalty income for the months of July through December 1998, costs exceeded revenues by $1,218,732 for the Waddell Ranch properties underlying the Waddell Ranch Net Overriding Royalty Conveyance, dated November 1, 1980. Excess costs from one conveyance cannot reduce royalty income computed under another conveyance. Such excess costs were recovered from net proceeds of the underlying Waddell Ranch properties during the first quarter of 1999 and these properties are again contributing trust royalty income. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. -12- 13 PART II - OTHER INFORMATION Items 1 through 5. Not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (4)(a) Permian Basin Royalty Trust Indenture dated November 3, 1980, between Southland Royalty Company (now Burlington Resources Oil & Gas Company) and The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, heretofore filed as Exhibit (4)(a) to the Trust's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980 is incorporated herein by reference. (4)(b) Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company (now Burlington Resources Oil & Gas Company) to The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trust's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980 is incorporated herein by reference. (4)(c) Net Overriding Royalty Conveyance (Permian Basin Royalty Trust - Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil & Gas Company) to The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trust's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980 is incorporated herein by reference. (27) Financial Data Schedule (b) Reports on Form 8-K No reports were filed during the quarter ended March 31, 2000. -13- 14 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. BANK OF AMERICA, N.A., TRUSTEE FOR THE PERMIAN BASIN ROYALTY TRUST By /s/ RON E. HOOPER -------------------------------- Ron E. Hooper Vice President Date: May 11, 2000 (The Trust has no directors or executive officers.) -14- 15 INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page (4)(a) Permian Basin Royalty Trust Indenture dated November 3, 1980, between Southland Royalty Company (now Burlington Resources Oil & Gas Company) and The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, heretofore filed as Exhibit (4)(a) to the Trust's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980 is incorporated herein by reference.* (b) Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company (now Burlington Resources Oil & Gas Company) to The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trust's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980 is incorporated herein by reference.* (c) Net Overriding Royalty Conveyance (Permian Basin Royalty Trust - Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil & Gas Company) to The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trust's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980 is incorporated herein by reference.* (27) Financial Data Schedule **
* A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written request to the Trustee, Bank of America, N.A., P. O. Box 830650, Dallas, Texas 75202. ** Filed herewith.
EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS OF PERMIAN BASIN ROYALTY TRUST AS OF MARCH 31, 2000, AND THE RELATED CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME AND CHANGES IN TRUST CORPUS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2000. 3-MOS DEC-31-2000 MAR-31-2000 2,056,411 0 0 0 0 2,056,411 10,975,216 8,163,762 4,867,864 2,056,411 0 0 0 0 2,811,453 4,867,864 6,373,057 6,389,886 0 0 123,821 0 0 6,266,065 0 6,266,065 0 0 0 6,266,065 0.13 0.13