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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission file number 1-8033
PERMIAN BASIN ROYALTY TRUST
| Texas (State or Other Jurisdiction of Incorporation or Organization) | 75-6280532 (I.R.S. Employer Identification No.) |
Bank of America, N.A.
Trust Department
901 Main Street
Dallas, Texas 75202
(Address of Principal Executive
Offices; Zip Code)
(214) 209-2400
(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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of Security Exchange Act of 1934). Yes [ X ] No [ ]
Number of Units of beneficial interest of the Trust outstanding at November 1, 2004: 46,608,796.
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PERMIAN BASIN ROYALTY TRUST
PART I — FINANCIAL INFORMATION
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 September 30, 2004, and the distributable income and changes in trust corpus for the three-month and nine-month periods ended September 30, 2004 and 2003 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 September 30, 2004 and for the three-month and nine-month periods ended September 30, 2004 and 2003 as stated in their report included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Unit Holders of Permian Basin Royalty Trust and
Bank of America, N.A., Trustee
We have reviewed the accompanying condensed statement of assets, liabilities and trust corpus of Permian Basin Royalty Trust as of September 30, 2004, and the related condensed statements of distributable income for the three-month and nine-month periods ended September 30, 2004 and 2003 and changes in trust corpus for the three-month and nine-month periods ended September 30, 2004 and 2003. These condensed financial statements are the responsibility of the Trustee.
We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). 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 standards of the Public Company Accounting Oversight Board (United States), 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 1 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 accounting principles generally accepted in the United States of America.
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 the standards of the Public Company Accounting Oversight Board (United States), the statement of assets, liabilities and trust corpus of Permian Basin Royalty Trust as of December 31, 2003, 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 9, 2004, 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, 2003, 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, 2004
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
| September 30, | ||||||||
| 2004 (Unaudited) | December 31, 2003 | |||||||
| ASSETS | ||||||||
| Cash and short-term investments | $ | 4,523,057 | $ | 2,873,975 | ||||
Net overriding royalty interests in producing oil and gas properties (net of accumulated amortization of $9,123,213,and $8,983,700 at September 30, 2004 and December 31, 2003, respectively) | 1,852,081 | 1,991,594 | ||||||
| TOTAL ASSETS | $ | 6,375,138 | $ | 4,865,569 | ||||
| LIABILITIES AND TRUST CORPUS | ||||||||
| Distribution payable to Unit holders | $ | 4,523,057 | $ | 2,873,975 | ||||
| Commitments and contingencies | ||||||||
| Trust corpus - 46,608,796 Units of beneficial interest authorized and outstanding | 1,852,081 | 1,991,594 | ||||||
| TOTAL LIABILITIES AND TRUST CORPUS | $ | 6,375,138 | $ | 4,865,569 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| Royalty income | $ | 11,647,036 | $ | 8,692,172 | $ | 29,899,365 | $ | 24,244,896 | ||||||||
| Interest income | 4,185 | 3,468 | 10,837 | 10,402 | ||||||||||||
| 11,651,221 | 8,695,640 | 29,910,202 | 24,255,298 | |||||||||||||
| General and administrative expenditures | (84,828 | ) | (71,646 | ) | (412,929 | ) | (436,780 | ) | ||||||||
| Distributable income | $ | 11,566,393 | $ | 8,623,994 | $ | 29,497,273 | $ | 23,818,518 | ||||||||
| Distributable income per Unit (46,608,796 Units) | $ | .248159 | $ | .185029 | $ | .632869 | $ | .511031 | ||||||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| Trust corpus, beginning of period | $ | 1,902,570 | $ | 2,085,667 | $ | 1,991,594 | $ | 2,192,393 | ||||||||
| Amortization of net overriding royalty interests | (50,489 | ) | (47,364 | ) | (139,513 | ) | (134,090 | ) | ||||||||
| Distributable income | 11,566,393 | 8,623,994 | 29,497,273 | 23,818,518 | ||||||||||||
| Distributions declared | (11,566,393 | ) | (8,623,994 | ) | (29,497,273 | ) | (23,818,518 | ) | ||||||||
| Total Trust Corpus, end of period | $ | 1,852,081 | $ | 2,038,303 | $ | 1,852,081 | $ | 2,038,303 | ||||||||
| Distributions per unit | $ | .248159 | $ | .185029 | $ | .632869 | $ | .511031 | ||||||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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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 whhich such royalties were created. The financial statements of the Trust are prepared on the following basis: | ||||
| • | 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. | ||||
| • | Trust expenses recorded are based on liabilities paid and cash reserves established out of cash received or borrowed funds for liabilities and contingencies. | |||
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| • | Distributions to Unit holders are recorded when declared by the Trustee. | |||
| • | 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. | |||
| The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“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 in financial statements. Amortization of the Royalties calculated on a unit-of-production basis is charged directly to trust corpus. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts. | ||||
| 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 from the Royalties 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. Royalty income generally is treated as portfolio income and does not offset passive losses. | ||||
| Unit holders should consult their tax advisors for further information. | ||||
| 3. | SUBSEQUENT EVENTS | |||
| Subsequent to September 30, 2004, the Trust declared a distribution on October 19, 2004 of $.111463 payable on November 15, 2004, to Unit holders of record on October 29, 2004. | ||||
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Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003
For the quarter ended September 30, 2004 royalty income received by the Trust amounted to $11,647,036 compared to royalty income of $8,692,172 during the third quarter of 2003. The increase in royalty income is primarily attributable to significant increases in both oil and gas prices.
Interest income for the quarter ended September 30, 2004, was $4,185 compared to $3,468 during the third quarter of 2003. The increase in interest income is primarily attributable to higher interest rates and more funds available for investment. General and administrative expenses during the third quarter of 2004 amounted to $84,828 compared to $71,646 during the third quarter of 2003. The increase in general and administrative expenses can be primarily attributed to the timing of payment of expenses.
These transactions resulted in distributable income for the quarter ended September 30, 2004 of $11,566,393 or $.248159 per Unit of beneficial interest. Distributions of $.077787, $.073328 and $.097042 per Unit were made to Unit holders of record as of July 30, 2004, August 31, 2004 and September 30, 2004, respectively. For the third quarter of 2003, distributable income was $8,623,994, or $.185029 per Unit of beneficial interest.
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Royalty income for the Trust for the third quarter of the calendar year is associated with actual oil and gas production for the period of May, June and July 2004 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:
| Third Quarter | ||||||||
| 2004 | 2003 | |||||||
Royalties: | ||||||||
| Oil sales (Bbls) | 198,032 | 183,456 | ||||||
| Gas sales (Mcf) | 849,226 | 859,067 | ||||||
Product Sales From Which The Royalties Were Carved: | ||||||||
| Oil: | ||||||||
| Total oil sales (Bbls) | 319,176 | 300,864 | ||||||
| Average per day (Bbls) | 3,496 | 3,270 | ||||||
| Average price per Bbl | $ | 36.74 | $ | 27.85 | ||||
| Gas: | ||||||||
| Total gas sales (Mcf) | 1,535,078 | 1,589,614 | ||||||
| Average per day (Mcf) | 16,686 | 17,278 | ||||||
| Average price per Mcf | $ | 5.82 | $ | 4.71 | ||||
The posted price of oil increased to an average price per barrel of $36.74 per Bbl in the third quarter of 2004, compared to $27.85 per Bbl in the third quarter of 2003. The Trustee has been advised by BROG that for the period August 1, 1993, through September 30, 2004, the oil from the Waddell Ranch properties was being sold under a competitive bid to a third party. The average price of gas increased from $4.71 per Mcf in the third quarter of 2003 to $5.82 per Mcf in the third quarter of 2004. This increase is primarily attributable to a significant increase in gas prices earlier in the year of 2004.
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 section of the above table do not provide a meaningful comparison. Oil volumes from the Underlying Properties (as defined in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2003) increased for the applicable period in 2004 compared to 2003.
Capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch properties during the third quarter of 2004 totaled $2,685,591 as compared to $1,479,891 for the third quarter of 2003. BROG has informed the Trustee that the 2004 capital expenditures budget has been revised to $13.2 million for the Waddell Ranch. The total amount of capital expenditures for 2003 was $9.1 million. Through the third quarter of 2004, capital expenditures of $6.0 million have been expended.
The Trustee has been advised that there were 3 wells completed and no wells in progress and 4 workover wells in progress during the three months ended September 30, 2004 as compared to 2
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wells completed or in progress for the three months ended September 30, 2003 on the Waddell Ranch properties.
Lease operating expense and property taxes totaled $2.2 million for the third quarter of 2004, compared to $2.5 million in the third quarter of 2003 on the Waddell Ranch properties. This decrease is primarily attributable to lower maintenance costs for the quarter.
Nine Months Ended September 30, 2004 and 2003
For the nine months ended September 30, 2004, royalty income received by the Trust amounted to $29,899,365 compared to royalty income of $24,244,896 for the nine months ended September 30, 2003. The increase in royalty income is primarily due to a increase in both oil and gas prices in the first nine months of 2004 compared to the first nine months in 2003. Interest income for the nine months ended September 30, 2004 was $10,837 compared to $10,402 for the nine months ended September 30, 2003. The increase in interest income is primarily attributable to higher interest rates. General and administrative expenses for the nine months ended September 30, 2004 were $412,929. During the nine months ended September 30, 2003, general and administrative expenses were $436,780. The decrease in general and administrative expenses is primarily due to timing differences in the receipt and payment of these expenses.
These transactions resulted in distributable income for the nine months ended September 30, 2004 of $29,497,273, or $.632869 per Unit. For the nine months ended September 30, 2003, distributable income was $23,818,518, or $.51 per Unit.
Royalty income for the Trust for the nine months ended September 30, 2004 is associated with actual oil and gas production for the nine-month period November 2003 through July 2004 from the properties from which the Royalties were carved. Oil and gas production attributable to the Royalties and the properties from which the Royalties were carved are as follows:
| First Nine Months | ||||||||
| 2004 | 2003 | |||||||
Royalties: | ||||||||
| Oil sales (Bbls) | 556,209 | 518,481 | ||||||
| Gas sales (Mcf) | 2,250,966 | 2,306,295 | ||||||
Product Sales From Which The Royalties Were Carved: | ||||||||
| Oil: | ||||||||
| Total oil sales (Bbls) | 899,708 | 909,377 | ||||||
| Average per day (Bbls) | 3,284 | 3,331 | ||||||
| Average price per Bbl | $ | 33.58 | $ | 28.59 | ||||
| Gas: | ||||||||
| Total gas sales (Mcf) | 4,445,109 | 4,681,576 | ||||||
| Average per day (Mcf) | 16,223 | 17,149 | ||||||
| Average price per Mcf | $ | 5.23 | $ | 4.67 | ||||
The average price of oil increased during the nine months ended September 30, 2004 to $33.58 per barrel compared to $28.59 per barrel for the same period in 2003. The increase in the
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average price of oil is primarily due to increasing demand in 2004, caused by overseas influence. The increase in the average price of gas from $4.67 per Mcf for the nine months ended September 30, 2003 to $5.23 per Mcf for the nine months ended September 30, 2004 is primarily the result of a increase in the spot prices of natural gas.
Since the oil and gas sales volumes 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 section of the above table do not provide a meaningful comparison. The oil and gas sales volumes from the properties from which the Royalties are carved have remained relatively constant for the applicable period of 2004 compared to 2003.
Capital expenditures for the Waddell Ranch properties for the nine months ended September 30, 2004 totaled $6.0 million compared to $7.0 million for the same period in 2003. BROG has previously advised the Trust that the remaining 2004 capital expenditures budget for the Waddell Ranch properties is $7.2 million.
The Trust has been advised that 4 gross and 1 net productive oil wells were drilled and completed on the Waddell Ranch properties during the nine months ended September 30, 2004 and 4 gross and 1 net productive oil wells were drilled and completed on the Waddell Ranch properties during the nine months ended September 30, 2003.
Lease operating expense and property taxes totaled $7.0 million in 2004 compared to $7.7 million in 2003. The decrease in lease operating expense is primarily attributable to less activity on the Waddell Ranch properties.
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 September 30, 2004 and 2003, respectively, were computed as shown in the table below:
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| THREE MONTHS ENDED SEPTEMBER 30, | ||||||||||||||||
| 2004 | 2003 | |||||||||||||||
| WADDELL | TEXAS | WADDELL | TEXAS | |||||||||||||
| RANCH | ROYALTY | RANCH | ROYALTY | |||||||||||||
| PROPERTIES | PROPERTIES | PROPERTIES | PROPERTIES | |||||||||||||
| Gross proceeds of sales from the Underlying Properties | ||||||||||||||||
| Oil proceeds | $ | 8,539,737 | $ | 3,186,730 | $ | 6,086,789 | $ | 2,291,291 | ||||||||
| Gas proceeds | 7,916,495 | 1,011,491 | 6,626,340 | 867,421 | ||||||||||||
| Total | 16,456,232 | 4,198,221 | 12,713,129 | 3,158,712 | ||||||||||||
| Less: | ||||||||||||||||
| Severance tax: | ||||||||||||||||
| Oil | 364,217 | 120,328 | 262,812 | 87,739 | ||||||||||||
| Gas | 439,973 | 71,200 | 438,299 | 29,099 | ||||||||||||
| Lease operating expense and property tax: | ||||||||||||||||
| Oil and gas | 2,246,213 | 210,000 | 2,548,606 | 195,000 | ||||||||||||
| Capital expenditures | 2,685,591 | — | 1,479,890 | — | ||||||||||||
| Total | 5,735,994 | 401,528 | 4,729,607 | 311,837 | ||||||||||||
| Net profits | 10,720,238 | 3,796,693 | 7,983,522 | 2,846,875 | ||||||||||||
| Net overriding royalty interests | 75 | % | 95 | % | 75 | % | 95 | % | ||||||||
| Royalty income | $ | 8,040,178 | $ | 3,606,858 | $ | 5,987,641 | $ | 2,704,531 | ||||||||
Critical Accounting Policies and Estimates
The Trust’s financial statements reflect the selection and application of accounting policies that require the Trust to make significant estimates and assumptions. The following are some of the more critical judgment areas in the application of accounting policies that currently affect the Trust’s financial condition and results of operations.
Basis of Accounting
The financial statements of the Trust are prepared on a modified cash basis and are not intended to present financial positions and results of operations in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of the Trust’s financial statements on such basis includes the following:
| • | Royalty income and interest income are recorded in the period in which amounts are received by the Trust rather than in the period of production and accrual, respectively. | |||
| • | General and administrative expenses recorded are based on liabilities paid and cash reserves established out of cash received. | |||
| • | Amortization of the royalty interests is calculated on a unit-of-production basis and charged directly to trust corpus when revenues are received. | |||
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| • | Distributions to Unitholders are recorded when declared by the Trustee (see Note 1 to the Financial Statements). |
The financial statements of the Trust differ from financial statements prepared in accordance with GAAP because royalty income is not accrued in the period of production, general and administrative expenses recorded are based on liabilities paid and cash reserves established rather than on accrual basis, and amortization of the royalty interests is not charged against operating results. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Revenue Recognition
Revenues from royalty interests are recognized in the period in which amounts are received by the Trust. Royalty income received by the Trust in a given calendar year will generally reflect the proceeds from natural gas produced and sold for the twelve-month period ended October 31st in that calendar year. Royalty income received by the Trust in the third quarter of 2004 generally reflects the proceeds associated with actual oil and gas production for the period of May, June and July 2004.
Reserve Disclosure
As of January 1, 2004, independent petroleum engineers estimated the net proved reserves attributable to the royalty interest. In accordance with Statement of Financial Standards No. 69, “Disclosures About Oil and Gas Producing Activities”, estimates of future net revenues from proved reserves have been prepared using year-end contractual gas prices and related costs. Numerous uncertainties are inherent in estimating volumes and the value of proved reserves and in projecting future production rates and the timing of development of non-producing reserves. Such reserve estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production may be substantially different from the reserves estimates.
Contingencies
Contingencies related to the Underlying Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unitholders. The Trustee is aware of no such items as of September 30, 2004.
Use of Estimates
The preparation of financial statements in conformity with the basis of accounting described above requires management to make estimates and assumptions that effect the reported amounts of certain assets, liabilities, revenues and expenses as of and for the reporting period. Actual results may differ from such estimates.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the Trust’s market risk, as disclosed in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure control and procedures are effective in timely alerting the Trustee to material information relating to the Trust required to be included in the Trust’s periodic filings with the Securities and Exchange Commission. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by Burlington Resources Oil & Gas Company, the owner of the Waddell Ranch properties, and Riverhill Energy Corporation, the owner of the Texas Royalty properties. There has not been any change in the Trust’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Items 1 through 5.
Not applicable.
Item 6. Exhibits
| 4.1 | 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. | |||
| 4.2 | 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. | |||
| 4.3 | 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. | |||
| 10.1 | Registration Rights Agreement dated as of July 21, 2004 by and between Burlington Resources, Inc. and Bank of America, N.A., as trustee of Permian Basin Royalty Trust, heretofore filed as Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarterly period ended June 30, 2004 is incorporated herein by reference. | |||
| 31.1 | Certification by Ron E. Hooper, Senior Vice President and Trust Administrator of Bank of America, Trustee of Permian Basin Royalty Trust, dated November 9, 2004 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
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| 32.1 | Certificate by Bank of America, Trustee of Permian Basin Royalty Trust, dated November 9, 2004 and submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). |
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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, | ||||
| Senior Vice President and Trust Administrator | ||||
| Bank of America, N.A. | ||||
| Date: November 9, 2004 | ||||
(The Trust has no directors or executive officers.)
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INDEX TO EXHIBITS
| Exhibit | ||
| Number | Exhibit | |
| 4.1 | 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.* | |
| 4.2 | 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.* | |
| 4.3 | 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.* | |
| 10.1 | Registration Rights Agreement dated as of July 21, 2004 by and between Burlington Resources, Inc. and Bank of America, N.A., as trustee of Permian Basin Royalty Trust, heretofore filed as Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarterly period ended June 30, 2004 is incorporated herein by reference. | |
| 31.1 | Certification by Ron E. Hooper, Senior Vice President and Trust Administrator of Bank of America, Trustee of Permian Basin Royalty Trust, dated November 9, 2004 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certificate by Bank of America, Trustee of Permian Basin Royalty Trust, dated November 9, 2004 and submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). |
| * | 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., 901 Main Street, Dallas, Texas 75202. |
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