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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
[ ] 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 1-8033
PERMIAN BASIN ROYALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN THE PERMIAN
BASIN ROYALTY TRUST INDENTURE)
Texas 75-6280532
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Bank of America, N.A.
Trust Department
P.O. Box 830650
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 [ ]
Number of Units of beneficial interest of the Trust outstanding at
August 1, 2001: 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 June 30,
2001, and the distributable income and changes in trust corpus for the
three-month and six-month periods ended June 30, 2001 and 2000 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 June 30, 2001 and for
the three-month and six-month periods ended June 30, 2001 and 2000 included
herein.
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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 June 30, 2001 and the
related condensed statements of distributable income and changes in trust corpus
for the three-month and six-month periods ended June 30, 2001 and 2000. 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 auditing standards generally accepted in the United States of
America, 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 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 auditing standards generally
accepted in the United States of America, the statement of assets, liabilities
and trust corpus of the Permian Basin Royalty Trust as of December 31, 2000, 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 20,
2001, 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, 2000 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
August 6, 2001
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
<Table>
<Caption>
June 30, December 31,
2001 2000
------------ ------------
(Unaudited)
ASSETS
Cash and short-term investments $ 3,804,184 $ 3,056,122
Net overriding royalty interests in producing oil and gas properties (net of
accumulated amortization of $8,497,919 and $8,379,962 at June 30, 2001 and
December 31, 2000, respectively) $ 2,477,296 $ 2,595,254
------------ ------------
TOTAL ASSETS $ 6,281,480 $ 5,651,376
============ ============
LIABILITIES AND TRUST CORPUS
Distribution payable to Unit holders $ 3,804,184 $ 3,056,122
Commitments and contingencies
Trust corpus - 46,608,796 Units of beneficial interest authorized and
outstanding $ 2,477,296 $ 2,595,254
------------ ------------
TOTAL LIABILITIES AND TRUST CORPUS $ 6,281,480 $ 5,651,376
============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Royalty income $12,042,995 $ 9,037,360 $24,135,414 $15,410,417
Interest income 24,282 16,475 50,459 33,304
----------- ----------- ----------- -----------
12,067,277 9,053,835 24,185,873 15,443,721
General and administrative
expenditures 131,034 158,846 297,015 282,668
----------- ----------- ----------- -----------
Distributable income $11,936,243 $ 8,894,989 $23,888,858 $15,161,053
=========== =========== =========== ===========
Distributable income per Unit
(46,608,796 Units) $ .256094 $ .190844 $ .512540 $ .325283
=========== =========== =========== ===========
</Table>
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)
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30 June 30
------------------------------- -------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Trust corpus, beginning of period $ 2,537,002 $ 2,811,453 $ 2,595,254 $ 2,889,978
Amortization of net overriding royalty
interests (59,706) (68,302) (117,958) (146,827)
Distributable income 11,936,243 8,894,989 23,888,858 15,161,054
Distributions declared (11,936,243) (8,894,989) (23,888,858) (15,161,054)
------------ ------------ ------------ ------------
Total Trust Corpus, end of period $ 2,477,296 $ 2,743,151 $ 2,477,296 $ 2,743,151
============ ============ ============ ============
Distributions per unit $ .256094 $ .190844 $ .512540 $ .325283
============ ============ ============ ============
</Table>
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PERMIAN BASIN ROYALTY TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF ACCOUNTING
The Permian Basin Royalty Trust (the "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.
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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.
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.
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. 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.
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
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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 JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000
For the quarter ended June 30, 2001 royalty income received by the Trust
amounted to $12,042,995 compared to royalty income of $9,037,360 during the
second quarter of 2000. The increase in royalty income is primarily attributable
to significant increases in both oil and gas prices.
Interest income for the quarter ended June 30, 2001, was $24,282 compared to
$16,475 during the second quarter of 2000. The increase in interest income is
primarily attributable to more funds available for investment. General and
administrative expenses during the second quarter of 2001 amounted to $131,034
compared to $158,846 during the second quarter of 2000. The decrease in general
and administrative expenses can be primarily attributed to the timing of payment
of year end expenses.
These transactions resulted in distributable income for the quarter ended June
30, 2001 of $11,936,243, or $.256094 per Unit of beneficial interest.
Distributions of $.094147, $.080327 and $.081619 per Unit were made to Unit
holders of record as of April 30, May 31 and June 29, 2001, respectively. For
the second quarter of 2000, distributable income was $8,894,989, or $.190844 per
Unit of beneficial interest.
Royalty income for the Trust for the second quarter of the calendar year is
associated with actual oil and gas production for the period of February, March
and April 2001 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:
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<Table>
<Caption>
SECOND QUARTER
------------------------------
2001 2000
------------ ------------
ROYALTIES:
Oil sales (Bbls) 257,885 231,731
Gas sales (Mcf) 1,088,264 858,916
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Oil:
Total oil sales (Bbls) 358,010 366,546
Average per day (Bbls) 4,023 4,073
Average price per Bbl $ 24.40 $ 28.94
Gas:
Total gas sales (Mcf) 1,583,761 1,481,134
Average per day (Mcf) 17,795 16,457
Average price per Mcf $ 5.64 $ 3.31
</Table>
The posted price of oil decreased to an average price per barrel of $24.40 per
Bbl in the second quarter of 2001, compared to $28.94 per Bbl in the second
quarter of 2000. The Trustee has been advised by BROG that for the period August
1, 1993, through June 30, 2001, 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 $3.31 per Mcf in the second quarter of 2000 to $5.64 per Mcf in
the second quarter of 2001. This increase is primarily attributable to an
increase in gas prices earlier in the year of 2001.
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 and gas
sales volumes from the Underlying Properties increased for the applicable period
in 2001 compared to 2000.
Capital expenditures for drilling, remedial and maintenance activities on the
Waddell Ranch properties during the second quarter of 2001 totaled $226,000 as
compared to $1,669,000 for the second quarter of 2000. BROG has informed the
Trustee that the 2001 capital expenditures budget has been revised to $4.6
million for the Waddell Ranch. The total amount of capital expenditures for 2000
was $4.6 million. Through the second quarter of 2001, capital expenditures of
$2.6 million have been expended.
The Trustee has been advised that there were 3 wells completed or in progress
during the three months ended June 30, 2001 as compared to no wells for the
three months ended June 30, 2000 on the Waddell Ranch properties.
Lease operating expense and property taxes totaled $1.65 million for the second
quarter of 2001, compared to $1.9 million in the second quarter of 2000 on the
Waddell Ranch properties. This decrease is primarily attributable to lower
maintenance costs for the quarter.
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SIX MONTHS ENDED JUNE 30, 2001 AND 2000
For the six months ended June 30, 2001, royalty income received by the Trust
amounted to $24,135,414 compared to royalty income of $15,410,417 for the six
months ended June 30, 2000. The increase in royalty income is primarily due to
an increase in gas prices in the first six months of 2001, compared to the first
six months in 2000, offsetting an increase in allocated capital expenditures in
the first six months of 2001. Interest income for the six months ended June 30,
2001 was $50,459 compared to $33,304 for the six months ended June 30, 2000. The
increase in interest income is attributable primarily to an increase in funds
available for investment. General and administrative expenses for the six months
ended June 30, 2001 were $297,015. During the six months ended June 30, 2000,
general and administrative expenses were $282,668. The increase 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 six months ended
June 30, 2001 of $23,888,858, or $.512540, per Unit. For the six months ended
June 30, 2000, distributable income was $15,161,053 or $.325283 per Unit.
Royalty income for the Trust for the period ended June 30, 2001 is associated
with actual oil and gas production for the period November 2000 through April
2001 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:
<Table>
<Caption>
FIRST SIX MONTHS
------------------------
2001 2000
--------- ---------
ROYALTIES:
Oil sales (Bbls) 485,115 426,579
Gas sales (Mcf) 2,015,968 1,579,159
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Oil:
Total oil sales (Bbls) 740,196 741,935
Average per day (Bbls) 4,089 4,077
Average price per Bbl $ 24.70 $ 26.26
Gas:
Total gas sales (Mcf) 3,174,554 3,000,946
Average per day (Mcf) 17,539 16,489
Average price per Mcf $ 5.63 $ 3.10
</Table>
The average price of oil decreased during the six months ended June 30, 2001 to
$24.70 per barrel compared to $26.26 per barrel for the same period in 2000. The
decrease in the average price of oil is primarily due to lagging demand in 2001,
caused by a worldwide economic slowdown. The increase in the average price of
gas from $3.10 per Mcf for the six months ended June 30, 2000 to $5.63 per Mcf
for the six months ended June 30, 2001 is primarily the result of an 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
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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 2001 compared to 2000.
The Trust has been advised that 3 gross and 1 net productive oil wells were
drilled and completed on the Waddell Ranch properties during the six months
ended June 30, 2001 while none were drilled or completed during the six months
ended June 30, 2000. Capital expenditures for the Waddell Ranch properties for
the six months ended June 30, 2001 totaled $2,606,000 compared to $3,386,000 for
the same period in 2000. BROG has previously advised the Trust that the
remaining 2001 capital expenditures budget for the Waddell Ranch properties is
$2 million.
Lease operating expense and property taxes totaled $4.3 million in 2001 compared
to $5.0 million in 2000. The decrease in lease operating expense is primarily
attributable to more efficient field operations 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 June 30, 2001 and 2000,
respectively, were computed as shown in the table below:
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30,
-----------------------------------------------------------------
2001 2000
----------------------------- -----------------------------
WADDELL TEXAS WADDELL TEXAS
RANCH ROYALTY RANCH ROYALTY
PROPERTIES PROPERTIES PROPERTIES PROPERTIES
----------- ----------- ----------- -----------
Gross proceeds of sales from the
Underlying Properties
Oil proceeds $ 6,560,767 $ 2,281,884 $ 8,168,047 $ 2,438,493
Gas proceeds 7,616,725 1,302,814 4,262,742 637,223
----------- ----------- ----------- -----------
Total 14,177,492 3,584,698 12,430,789 3,075,716
----------- ----------- ----------- -----------
Less:
Severance tax:
Oil 275,169 87,141 334,369 87,207
Gas 67,475 87,728 275,865 32,390
Lease operating expense and property tax:
Oil and gas 1,680,388 150,000 1,860,217 (11,377)
Capital expenditures 226,251 -- 1,669,353 --
Expense
----------- ----------- ----------- -----------
Total 2,249,283 324,869 4,139,804 108,220
----------- ----------- ----------- -----------
Net profits 11,928,209 3,259,829 8,290,985 2,967,496
Net overriding royalty interests 75% 95% 75% 95%
----------- ----------- ----------- -----------
Royalty income $ 8,946,157 $ 3,096,838 $ 6,218,239 $ 2,819,121
=========== =========== =========== ===========
</Table>
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ITEM 3. QUALITATIVE AND QUANTITATIVE 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,
2000.
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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.
(b) Reports on Form 8-K
No reports were filed during the quarter ended June 30, 2001.
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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
Date: August 10, 2001
(The Trust has no directors or executive officers.)
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