SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO ___________________ COMMISSION FILE NUMBER 1-7884 MESA ROYALTY TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 74-6284806 (STATE OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) TEXAS COMMERCE BANK NATIONAL ASSOCIATION CORPORATE TRUST DIVISION 712 MAIN STREET HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (713) 216-5100 (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 the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of August 9, 1996 -- 1,863,590 Units of Beneficial Interest in Mesa Royalty Trust. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MESA ROYALTY TRUST STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ---------------------------- 1996 1995 1996 1995 ------------- ------------- ------------- ------------- Royalty income....................... $ 2,303,749 $ 1,442,140 $ 4,258,312 $ 3,545,054 Interest income...................... 28,087 17,815 50,240 41,777 General and administrative expense... (13,145) (35,324) (23,230) (42,857) ------------- ------------- ------------- ------------- Distributable income............ $ 2,318,691 $ 1,424,631 $ 4,285,322 $ 3,543,974 ============= ============= ============= ============= Distributable income per unit... $ 1.2442 $ .7645 $ 2.2995 $ 1.9017 ============= ============= ============= ============= STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS JUNE 30, DECEMBER 31, 1996 1995 ------------ ------------ (UNAUDITED) ASSETS Cash and short-term investments...... $ 2,290,604 $ 1,075,495 Interest receivable.................. 28,087 13,172 Net overriding royalty interest in oil and gas properties............. 42,498,034 42,498,034 Accumulated amortization............. (24,058,356) (22,871,195) ------------ ------------ $ 20,758,369 $ 20,715,506 ============ ============ LIABILITIES AND TRUST CORPUS Distributions payable................ $ 2,318,691 $ 1,088,667 Trust corpus (1,863,590 units of beneficial interest authorized and outstanding)........ 18,439,678 19,626,839 ------------ ------------ $ 20,758,369 $ 20,715,506 ============ ============ (The accompanying notes are an integral part of these financial statements.) 1 MESA ROYALTY TRUST STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------ ------------------------------ 1996 1995 1996 1995 -------------- -------------- -------------- -------------- Trust corpus, beginning of period.... $ 19,031,596 $ 21,337,485 $ 19,626,839 $ 21,982,041 Distributable income............ 2,318,691 1,424,631 4,285,322 3,543,974 Distributions to unitholders.... (2,318,691) (1,424,631) (4,285,322) (3,543,974) Amortization of net overriding royalty interest............. (591,918) (554,580) (1,187,161) (1,199,136) -------------- -------------- -------------- -------------- Trust corpus, end of period.......... $ 18,439,678 $ 20,782,905 $ 18,439,678 $ 20,782,905 ============== ============== ============== ============== (The accompanying notes are an integral part of these financial statements.) 2 MESA ROYALTY TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 -- TRUST ORGANIZATION The Mesa Royalty Trust (the "Trust") was created on November 1, 1979 when Mesa Petroleum Co. conveyed to the Trust a 90% net profits overriding royalty interest (the "Royalty") in certain producing oil and gas properties located in the Hugoton field of Kansas, the San Juan Basin field of New Mexico and Colorado and the Yellow Creek field of Wyoming (collectively, the "Royalty Properties"). Mesa Petroleum Co. was the predecessor to Mesa Limited Partnership ("MLP") which was the predecessor to MESA Inc. On April 30, 1991, MLP sold its interests in the Royalty Properties located in the San Juan Basin field to Conoco Inc. ("Conoco"), a wholly-owned subsidiary of E. I. duPont de Nemours & Company. Conoco sold the portion of its interests in the San Juan Basin Royalty Properties located in Colorado to MarkWest Energy Partners, Ltd. (effective January 1, 1993) and Red Willow Production Company (effective April 1, 1992). On October 26, 1994, MarkWest Energy Partners, Ltd. sold substantially all of its interest in the Colorado San Juan Basin Royalty Properties to Amoco Production Company ("Amoco"), a subsidiary of Amoco Corp. The Hugoton Royalty Properties are owned and operated by Mesa Operating Co., a subsidiary of MESA Inc. The San Juan Basin Royalty Properties located in New Mexico are operated by Conoco. The San Juan Basin Royalty Properties located in Colorado are operated by Amoco. As used in this report, the term "Mesa" generally refers to the operator of the Hugoton Royalty Properties, Conoco refers to the operator of the San Juan Basin Royalty Properties, other than the portion of such properties located in Colorado, and Amoco refers to the operator of the Colorado San Juan Basin Royalty Properties unless otherwise indicated. The terms "working interest owner" and "working interest owners" generally refer to the operators of the Royalty Properties as described above, unless the context in which such terms are used indicates otherwise. NOTE 2 -- BASIS OF PRESENTATION The accompanying unaudited financial information has been prepared by Texas Commerce Bank National Association ("Trustee") in accordance with the instructions to Form 10-Q, and the Trustee believes such information includes all the disclosures necessary to make the information presented not misleading. The information furnished reflects all adjustments which are, in the opinion of the Trustee, necessary for a fair presentation of the results for the interim periods presented. The financial information should be read in conjunction with the financial statements and notes thereto included in the Trust's 1995 Annual Report on Form 10-K. The Mesa Royalty Trust Indenture was amended in 1985, the effect of which was an overall reduction of approximately 88.56% in the size of the Trust; therefore, the Trust is now entitled each month to receive 90% of 11.44% of the net proceeds for the preceding month. Generally, net proceeds means the excess of the amounts received by the working interest owners from sales of oil and gas from the Royalty Properties over operating and capital costs incurred. The financial statements of the Trust are prepared on the following basis: (a) Royalty income recorded for a month is the amount computed and paid by the working interest owners to the Trustee for such month rather than either the value of a portion of the oil and gas produced by the working interest owners for such month or the amount subsequently determined to be the Trust's proportionate share of the net proceeds for such month; (b) Interest income, interest receivable, and distributions payable to unitholders include interest to be earned from the balance sheet date through the next distribution date; (c) Trust general and administrative expenses, net of reimbursements, are recorded in the month they accrue; 3 (d) Amortization of the net overriding royalty interests, which is calculated on a unit-of-production basis, is charged directly to trust corpus since such amount does not affect distributable income; and (e) Distributions payable are determined on a monthly basis and are payable to unitholders of record as of the last business day of each month or such other day as the Trustee determines is required to comply with legal or stock exchange requirements. However, cash distributions are made quarterly in January, April, July and October, and include interest earned from the monthly record dates to the date of distribution. This basis for reporting royalty income is thought to be the most meaningful because distributions to the unitholders for a month are based on net cash receipts for such month. However, these statements differ from financial statements prepared in accordance with generally accepted accounting principles in several respects. Under such principles, royalty income for a month would be based on net proceeds for such month without regard to when calculated or received and interest income would include interest earned during the period covered by the financial statements and would exclude interest from the period end to the date of distribution. 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Form 10-Q, including without limitation the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the financial position of MESA Inc., are forward-looking statements. Although the Working Interest Owners have advised the Trust that they believe that the expectations reflected in the forward-looking statements contained herein are reasonable, no assurance can be given that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from expectations ("Cautionary Statements") are disclosed in this Form 10-Q, including without limitation in conjunction with the forward-looking statements included in this Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Trust or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. 5 SUMMARY OF ROYALTY INCOME AND AVERAGE PRICES (UNAUDITED) Royalty income is computed after deducting the Trust's proportionate share of capital costs, operating costs and interest on any cost carryforward from the Trust's proportionate share of "Gross Proceeds," as defined in the Royalty conveyance. The following unaudited summary illustrates the net effect of the components of the actual Royalty computation for the periods indicated. THREE MONTHS ENDED JUNE 30, ----------------------------------------------------------- 1996 1995 ---------------------------- ---------------------------- OIL, OIL, CONDENSATE CONDENSATE NATURAL AND NATURAL NATURAL AND NATURAL GAS GAS LIQUIDS GAS GAS LIQUIDS ------------- ------------ ------------- ------------ The Trust's proportionate share of Gross Proceeds(1).................. $ 2,495,294 $ 712,930 $ 1,567,546 $ 520,340 Less the Trust's proportionate share of: Capital costs recovered(2)...... (48,519) -- (30,233) -- Operating costs................. (802,203) (44,906) (559,947) (46,876) Interest on cost carryforward... (8,847) -- (8,690) -- ------------- ------------ ------------- ------------ Royalty income....................... $ 1,635,725 $ 668,024 $ 968,676 $ 473,464 ============= ============ ============= ============ Average sales price.................. $ 2.09 $ 13.22 $ 1.30 $ 10.46 ============= ============ ============= ============ (Mcf) (Bbls) (Mcf) (Bbls) Net production volumes attributable to the Royalty..................... 781,743 50,519 716,079 45,507 ============= ============ ============= ============ SIX MONTHS ENDED JUNE 30, ----------------------------------------------------------- 1996 1995 ---------------------------- ---------------------------- OIL, OIL, CONDENSATE CONDENSATE NATURAL AND NATURAL NATURAL AND NATURAL GAS GAS LIQUIDS GAS GAS LIQUIDS ------------- ------------ ------------- ------------ The Trust's proportionate share of Gross Proceeds(1).................. $ 4,692,463 $ 1,391,590 $ 3,696,224 $ 1,268,466 Less the Trust's proportionate share of: Capital costs recovered(2)...... (152,938) -- (59,190) -- Operating costs................. (1,572,415) (82,694) (1,250,513) (92,993) Interest on cost carryforward... (17,694) -- (16,940) -- ------------- ------------ ------------- ------------ Royalty income....................... $ 2,949,416 $ 1,308,896 $ 2,369,581 $ 1,175,473 ============= ============ ============= ============ Average sales price.................. $ 1.89 $ 12.59 $ 1.45 $ 10.88 ============= ============ ============= ============ (Mcf) (Bbls) (Mcf) (Bbls) Net production volumes attributable to the Royalty..................... 1,559,315 104,000 1,609,279 108,335 ============= ============ ============= ============ - ------------ (1) Gross Proceeds attributable to natural gas liquids for the Hugoton and San Juan Basin Royalty Properties are net of a volumetric in-kind processing fee retained by Mesa and Conoco, respectively. (2) Capital costs recovered represents capital costs incurred during the current or prior periods to the extent that such costs have been recovered by the working interest owners from current period Gross Proceeds. Cost carryforward represents capital costs incurred during the current or prior periods which will be recovered from future period Gross Proceeds. The cost carryforward resulting from the Fruitland Coal drilling program was $496,008 and $488,198 at June 30, 1996 and June 30, 1995, respectively. The cost carryforward at June 30, 1996 and June 30, 1995 relate solely to the San Juan Basin Colorado properties. 6 THREE MONTHS ENDED JUNE 30, 1996 AND 1995 The distributable income of the Trust includes the royalty income received from the working interest owners during such period, plus interest income earned to the date of distribution. Trust administration expenses are deducted in the computation of distributable income. Distributable income for the quarter ended June 30, 1996 was $2,318,691, representing $1.2442 per unit, compared to $1,424,631, representing $.7645 per unit, for the quarter ended June 30, 1995. Based on 1,863,590 units outstanding for the quarters ended June 30, 1996 and 1995, respectively, the per unit distributions were as follows: 1996 1995 --------- --------- April................................ $ .4488 $ .2229 May.................................. .4350 .2940 June................................. .3604 .2476 --------- --------- $ 1.2442 $ .7645 ========= ========= HUGOTON FIELD Mesa has advised the Trust that since June 1, 1995 natural gas produced from the Hugoton field has generally been sold under short-term contracts at market clearing prices to multiple purchasers including Western Resources, Inc. ("WRI"), Westar Gas Marketing, Inc., Missouri Gas Energy and Noram Energy Services, Inc. During the 1995-96 winter heating season, Mesa sold gas to WRI pursuant to a five month contract effective November 1, 1995. The contract provided for WRI to purchase up to 25 MMcf per day of gas at market clearing prices determined monthly based on third party published index prices, plus five cents per MMBtu. Mesa expects to continue to market gas production from the Hugoton field under short-term and multi-month contracts. Overall market prices received for natural gas from the Hugoton Royalty Properties were substantially higher in the second quarter of 1996 compared to the second quarter of 1995. In June 1994, Mesa entered into a Gas Transportation Agreement with WRI ("Gas Transportation Agreement") for a primary term of five years commencing June 1, 1995 and ending June 1, 2000, but which may be continued in effect year-to-year thereafter. Pursuant to the Gas Transportation Agreement, WRI has agreed to compress and transport up to 160 MMcf per day of gas and redeliver such gas to Mesa at the inlet of Mesa's Satanta Plant. Mesa has agreed to pay WRI a fee of $0.06 per Mcf escalating 4% annually as of June 1, 1996. Royalty income attributable to the Hugoton Royalty increased to $1,949,736 in the second quarter of 1996, as compared to $1,120,583 in the second quarter of 1995 primarily due to increased natural gas prices. The average price received in the second quarter of 1996 for natural gas sold from the Hugoton field was $2.36 per Mcf, compared to $1.47 per Mcf during the same period in 1995. In addition, net production attributable to the Hugoton Royalty increased to 604,465 Mcf of natural gas and 40,092 barrels of natural gas liquids in the second quarter of 1996 compared to 500,795 Mcf of natural gas and 37,577 barrels of natural gas liquids in the second quarter of 1995. The increase in natural gas production was partially attributable to a favorable Panoma field allowable ruling effective November 1995. Allowable rates of production in the Hugoton field are set by the Kansas Corporation Commission (the "KCC") based on the level of market demand. The KCC has set the Hugoton field allowable for the period April 1, 1996 through September 30, 1996, at 238 billion cubic feet of gas, compared with 244 billion cubic feet of gas during the same period last year. The KCC held hearings during September 1995 to consider regulatory changes to the manner in which field wide allowables are allocated among individual wells within the Panoma field, a producing formation which directly underlies the Hugoton field and which is included in the "Hugoton Royalty Properties" as such term is used herein. Specifically, the KCC considered proposals from various producers to amend calculations of well deliverability, the allocation of allowables based on acreage 7 and the makeup of underages. The KCC held an Administrative Hearing on November 22, 1995 in which it agreed to several changes to the Panoma Field Rules. The KCC then issued an order effective as of November 1, 1995 under which the Hugoton Royalty Properties' percentage of the Panoma field allowable assigned increased. In addition, MESA Inc. has advised the Trust that its independent public accountants included a going concern paragraph in their report on its 1995 financial statements. The going concern paragraph refers to MESA Inc.'s then current financial forecasts, which indicated that MESA Inc. would be unable to fund required debt principal and interest obligations due in June 1996 with cash flows from operating activities, available cash, and investment balances. In fact, MESA Inc. had sufficient available cash and investment balances at June 30, 1996 to meet its obligations. On April 29, 1996, MESA Inc. signed a definitive agreement with a partnership controlled by Rainwater, Inc. to recapitalize MESA Inc. with a $265 million equity infusion and a refinancing of substantially all of MESA Inc.'s remaining debt. The proposed transaction was approved by MESA Inc.'s stockholders at a special meeting held June 25, 1996 and the equity infusion and the refinancing of substantially all of MESA Inc.'s debt was completed August of 1996. As a result, MESA Inc. expects it will have sufficient cash flows from operating activities and cash balances to fund its required debt principal and interest obligations in the forseeable future. SAN JUAN BASIN Royalty income from the San Juan Basin Royalty Properties is calculated and paid to the Trust on a state-by-state basis. The Royalty income from the San Juan Basin Royalty Properties located in the state of New Mexico was $354,013 during the second quarter of 1996 as compared with $321,557 in the second quarter of 1995. No royalty income was received from the San Juan Basin Royalty Properties located in Colorado for the second quarter of 1996 or 1995, as costs associated with the Fruitland Coal drilling on such properties have not been fully recovered. Net production attributable to the San Juan Basin Royalty was 177,278 Mcf of natural gas and 10,427 barrels of natural gas liquids in the second quarter of 1996 as compared to 215,284 Mcf of natural gas and 7,930 barrels of natural gas liquids in the second quarter of 1995. The average price received in the second quarter of 1996 for natural gas sold from the San Juan Basin was $1.18 per Mcf, compared to $1.08 per Mcf during the same period in 1995. The Trust's interest in the San Juan Basin was conveyed from Mesa's working interest in 31,328 net producing acres in northwestern New Mexico and southwestern Colorado. The San Juan Basin New Mexico reserves represent approximately 19% of the Trust's reserves. Mesa completed the sale of its underlying interest in the San Juan Basin Royalty Properties to Conoco on April 30, 1991. Conoco subsequently sold its underlying interest in the Colorado portion of the San Juan Basin Royalty Properties to MarkWest Energy Partners, Ltd. (effective January 1, 1993) and Red Willow Production Company (effective April 1, 1992). On October 26, 1994, MarkWest Energy Partners, Ltd. sold substantially all of its interest in the Colorado San Juan Basin Royalty Properties to Amoco. The San Juan Basin Royalty Properties located in Colorado account for approximately 5% of the Trust's reserves. SIX MONTHS ENDED JUNE 30, 1996 AND 1995 Distributable income increased to $4,285,322 for the six months ended June 30, 1996 from $3,543,974 for the same period in 1995 due primarily to increased natural gas prices and production for the Hugoton Royalty Properties. HUGOTON FIELD Royalty income attributable to the Hugoton Royalty Properties increased to $3,556,325 for the six months ended June 30, 1996 from $2,655,289 for the same period in 1995 primarily due to increased natural gas prices. The average price received in the first six months of 1996 for natural gas sold from the Hugoton field was $2.09 per Mcf, compared to $1.56 per Mcf during the same period in 1995. 8 SAN JUAN BASIN Royalty income attributable to the New Mexico San Juan Basin Royalty Properties decreased to $701,987 for the first six months of 1996 compared to $889,765 in the first six months of 1995 primarily as a result of decreased natural gas prices. The average price received in the first six months of 1996 for natural gas sold from the San Juan Basin was $1.24 per Mcf, compared to $1.30 per Mcf during the same period in 1995. No royalty income was received from San Juan Basin Royalty Properties located in Colorado for the six months ended June 30, 1996 and 1995, as costs associated with Fruitland Coal drilling on such properties have not been fully recovered. In April 1990, the working interest owner began drilling for coalbed methane gas in the Fruitland Coal formation of the San Juan Basin. The Fruitland Coal formation has been identified as one of the most prolific sources of U.S. coalbed methane reserves. The Trust owns an interest in 26,700 gross acres (25,400 net acres) with Fruitland Coal potential. The working interest owner has advised the Trust that it operates 40 (22.9 net) Fruitland Coal wells on Trust properties. Of such wells, 37 (21.7 net) are producing at a combined gross rate of approximately 77.5 (43.2 net) MMcf per day. The gas that is currently being produced from the San Juan Basin Royalty Properties is being sold primarily on the spot market. Conoco has advised the Trust that it will also consider selling some of the gas produced from these wells pursuant to longer term contracts at spot market prices. Conoco has informed the Trust that it believes the production from the Fruitland Coal formation will generally qualify for the tax credits provided under Section 29 of the Internal Revenue Code of 1986, as amended. Thus, unitholders are potentially eligible to claim their share of the tax credit attributable to this qualifying production. Each unitholder should consult his tax advisor regarding the limitations and requirements for claiming this tax credit. 9 PART II -- OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS (Asterisk indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference.) SEC FILE OR REGISTRATION EXHIBIT NUMBER NUMBER ------------ ------- 4(a) *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas Commerce Bank National Association, as Trustee, dated November 1, 1979.................................................................... 2-65217 1(a) 4(b) *Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas Commerce Bank, as Trustee, dated November 1, 1979....................... 2-65217 1(b) 4(c) *First Amendment to the Mesa Royalty Trust Indenture dated as of March 14, 1985 (Exhibit 4(c) to Form 10-K for year ended December 31, 1984 of Mesa Royalty Trust)..................................................... 1-7884 4(c) 4(d) *Form of Assignment of Overriding Royalty Interest, effective April 1, 1985, from Texas Commerce Bank National Association, as Trustee, to MTR Holding Co. (Exhibit 4(d) to Form 10-K for year ended December 31, 1984 of Mesa Royalty Trust).................................................. 1-7884 4(d) 4(e) *Purchase and Sale Agreement, dated March 25, 1991, by and among Mesa Limited Partnership, Mesa Operating Limited Partnership and Conoco, as amended on April 30, 1991 (Exhibit 4(e) to Form 10-K for year ended December 31, 1991 of Mesa Royalty Trust)................................ 1-7884 4(e) 27 Financial Data Schedule (B) REPORTS ON FORM 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission by the Trust during the second quarter of 1996. 10 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. MESA ROYALTY TRUST TEXAS COMMERCE BANK By NATIONAL ASSOCIATION -------------------------------- TRUSTEE By PETE FOSTER -------------------------------- PETE FOSTER SENIOR VICE PRESIDENT & TRUST OFFICER Date: August 12, 1996 The Registrant, Mesa Royalty Trust, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available and none have been provided. 11