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, 1997
Commission File No. 1-8033
PERMIAN BASIN ROYALTY TRUST
Texas I.R.S. No. 75-6280532
NationsBank of Texas, N.A., Trust Department
P. O. Box 1317
Fort Worth, Texas 76101
Telephone Number 817/390-6905
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 outstanding at May 14, 1997:
46,608,796
Page 1 of 11
PERMIAN BASIN ROYALTY TRUST
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements
The condensed financial statements included herein have been prepared by
NationsBank of Texas, 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, 1997, and the distributable income and changes
in trust corpus for the three-month periods ended March 31, 1997 and 1996
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 review of the condensed financial statements as of March 31, 1997 and
for the three-month periods ended March 31, 1997 and 1996 included
herein.
-2-
INDEPENDENT ACCOUNTANTS' REPORT
NationsBank of Texas, 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, 1997, and the related condensed statements of distributable
income and changes in trust corpus for the three-month periods ended
March 31, 1997 and 1996. These financial statements are the
responsibility of the Trustee.
We conducted our review 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 review, 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, 1996, 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, 1997, 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, 1996, 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
- --------------------------
DELOITTE & TOUCHE LLP
May 9, 1997
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
- ---------------------------------------------------------------------------------------------------------------
March 31, December 31,
ASSETS 1997 1996
(Unaudited)
Cash and short-term investments $ 2,913,251 $ 2,152,992
Net overriding royalty interests in producing
oil and gas properties (net of accumulated
amortization of $7,302,881 and $7,214,277
at March 31, 1997 and December 31, 1996,
respectively) 3,672,335 3,760,939
--------- ---------
$ 6,585,586 $ 5,913,931
========= =========
LIABILITIES AND TRUST CORPUS
Distribution payable to Unit holders $ 2,913,251 $ 2,152,992
Trust corpus - 46,608,796 Units of beneficial
interest authorized and outstanding 3,672,335 3,760,939
--------- ---------
$ 6,585,586 $ 5,913,931
========= =========
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------
Three Months Ended
March 31,
----------------------------
1997 1996
Royalty income $8,704,407 $2,570,041
Interest income 11,321 7,732
--------- ---------
8,715,728 2,577,773
General and administrative
expenditures 144,005 124,408
--------- ----------
Distributable income $8,571,723 $2,453,365
========= ==========
Distributable income per Unit (46,608,796 Units) $ .183907 $ .052637
========= =========
<FN>
The accompanying notes to condensed financial statements are an integral part of these statements.
</FN>
-4-
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
Three Months Ended
March 31,
-------------------------
1996 1995
Trust corpus, beginning of period $ 3,760,939 $ 4,057,628
Amortization of net overriding royalty interests (88,604) (48,610)
Distributable income 8,571,723 2,453,365
Distributions declared (8,571,723) (2,453,365)
--------- ---------
Trust corpus, end of period $ 3,672,335 $ 4,009,018
========= =========
<FN>
The accompanying notes to condensed financial statements are an integral part of this statement.
</FN>
-5-
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 financial statements of the Trust are prepared on the
following basis:
Royalty income recorded for a month is the amount computed and paid by
the working interest owner, Burlington Resources Oil & Gas ("BROG"), to
NationsBank of Texas, N.A. ("Trustee") as Trustee for the Trust. Royalty
income consists of the amounts received by the owner 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.
Trust expenses recorded are based on liabilities paid and cash reserves
established out of cash received or borrowed funds for liabilities and
contingencies.
Distributions to Unit holders are recorded when declared by the Trustee.
The conveyance which transferred the overriding royalty interest to the
Trust provides that any excess of production costs over gross proceeds
must be recovered from future net profits.
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;
certain cash reserves may be established for contingencies which would
not be accrued in financial statements prepared in accordance with GAAP;
and 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
rather than 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.
******
-6-
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. 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 March 31, 1997 and 1996
For the quarter ended March 31, 1997 royalty income received by the Trust
amounted to $8,704,407, compared to royalty income of $2,570,041 during
the first quarter of 1996. The increase in royalty income is primarily
due to an increase in oil and gas prices in the first quarter of 1997,
compared to the first quarter of 1996, as well as a reduction in
allocated capital expenditures in the first quarter of 1997. Interest
income for the quarter ended March 31, 1997, was $11,321, compared to
$7,732 during the first quarter of 1996. General and administrative
expenses during the first quarter of 1997 amounted to $144,405, compared
to $124,408 during the first quarter of 1996. The increase in general
and administrative expenses can be attributed primarily to timing
differences in the receipt and payment of these expenses.
These transactions resulted in distributable income for the quarter ended
March 31, 1997, of $8,571,723 or $.183907 per Unit of beneficial
interest. Distributions of $.047538, $.073865 and $.062504 per Unit were
made to Unit holders of record as of January 31, February 28 and March
31, 1997, respectively. For the first quarter of 1996, distributable
income was $2,453,365 or $.052637 per Unit.
The Trust has been advised that effective January 1, 1996, Southland
Royalty Company ("Southland") was merged with and into Meridian Oil Inc.
("Meridian"), a Delaware corporation, with Meridian being the surviving
corporation. Meridian succeeded to the ownership of all the assets, has
the rights, powers and privileges, and assumed all of the liabilities and
obligations of Southland. Effective July 11, 1996, Meridian changed its
name to Burlington Resources Oil & Gas Company ("BROG").
As has been previously reported, the Trust was notified in the third
quarter of 1996 of the settlement of a class action lawsuit pending in
the 270th District Court of Harris County, Texas styled CAROLINE ALTHEIDE
AND LANGDON HARRISON VS. MERIDIAN OIL INC., MERIDIAN OIL HOLDING INC.,
SOUTHLAND ROYALTY COMPANY, EL PASO PRODUCTION COMPANY, MERIDIAN OIL
HYDROCARBONS INC., MERIDIAN OIL GATHERING INC., MERIDIAN OIL SERVICES
INC., AND EDWARD PARKER ("Class Action"). A judgment has been signed by
the Court approving the settlement. However, a Notice of Appeal was
filed by San Juan 1990-A, L.P., K&W Gas Partners, L.P., MAP 1992-A
Partners, L.P. and the Board of Trustees of Leland Stanford Junior
University, Non-Profit Corporation on February 7, 1997. Class Counsel
(Susman Godfrey, L.L.P. and Dick Watt) notified the Trust that at the end
of the first quarter of 1997, motions to dismiss the appeal were filed
but no action has yet been taken by the Court with regard to such
motions.
-7-
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
1996 through January 1997 from the properties from which the 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
----------------------
1997 1996
ROYALTIES:
Oil sales (Bbls) 258,217 128,100
Gas sales (Mcf) 919,075 343,038
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Oil:
Total oil sales (Bbls) 439,226 451,033
Average per day (Bbls) 4,774 4,903
Average price per Bbl $23.15 $17.14
Gas:
Total gas sales (Mcf) 1,771,281 1,791,091
Average per day (Mcf) 19,253 19,468
Average price per Mcf $3.51 $1.93
The posted price of oil increased for the first quarter of 1997, compared
to the first quarter of 1996, resulting in an average price per barrel
of $23.15, compared to $17.14 in the first quarter of 1996. The Trust
has been advised by BROG that for the period August 1, 1993, through June
30, 1997, the oil from the Waddell Ranch is being sold under a
competitive bid to independent third parties. The increase in the
average price of gas from $1.93 in the first quarter of 1996 to $3.51 in
the first quarter of 1997 is primarily the result of 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), those production amounts do not provide
a meaningful comparison. The decrease in oil sales from the properties
from which the Royalties are carved is primarily a result of natural
decline in the deliverability of the wells. The gas sales from the
properties from which the Royalties were carved were relatively unchanged
for the first quarter of 1997, compared to the first quarter of 1996.
Capital expenditures for drilling, remedial and maintenance activities
on the Waddell Ranch properties during the first quarter of 1997 totaled
$1.2 million as compared to $4.3 million for the first quarter of 1996.
BROG has informed the Trust that the 1997 capital expenditures budget is
$11.8 million. The total amount of capital expenditures for 1996 was
$10.0 million.
The Trust has been advised that there were no wells completed during the
three months ended March 31, 1997, and there were 10 gross (4.75 net)
wells in progress. For the three months ended March 31, 1996, there were
4 gross (2 net) wells completed and there were 8 gross (3.375 net) wells
in progress. The well counts for the first quarter of 1996 have been
restated based on revised information provided by BROG.
Lease operating expense and property taxes totaled $3.4 million for the
first quarter of 1997 compared to $3.3 million in the first quarter of
1996. This increase is primarily attributable to an increase in workover
expenses on a number of the Waddell Ranch wells and a higher overall well
count in the first quarter of 1997 compared to the first quarter of 1996.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
Not applicable.
-8-
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, 1997 and 1996, respectively, were computed
as shown in the table below:
Three Months Ended March 31,
-------------------------------------------------------------
1997 1996
---------------------------- -----------------------------
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 $7,854,807 $2,314,041 $5,957,109 $1,774,005
Gas proceeds 5,690,666 526,141 3,067,370 389,795
---------- --------- --------- ---------
Total 13,545,473 2,840,182 9,024,479 2,163,800
---------- --------- --------- ---------
Less:
Severance tax:
Oil 320,277 85,201 251,044 67,572
Gas 425,222 31,950 228,657 23,056
Lease operating expense and
property tax:
Oil and gas 3,396,445 21,418 2,805,366 475,104
Capital expenditures 1,219,695 4,336,910
--------- ------- --------- -------
Total 5,361,639 138,569 7,621,977 565,732
--------- ------- --------- -------
Net profits 8,183,834 2,701,612 1,402,502 1,598,068
Net overriding royalty interests 75% 95% 75% 95%
--------- --------- -------- ---------
Royalty income $6,137,875 $2,566,532 $1,051,876 $1,518,165
========== ========== ========== ==========
-9-
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 and The First
National Bank of Fort Worth (now NationsBank of Texas, 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 to The First National Bank
of Fort Worth (now NationsBank of Texas, 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 to The
First National Bank of Fort Worth (now NationsBank of Texas, 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
There was one report on Form 8-K filed during the quarter
ended March 31, 1997. Such Form 8-K is dated March 10, 1997 and reported
that Burlington Resources Oil & Gas Company ("BROG"), pursuant to an
ongoing divestiture program, had sold its interests in certain properties
in which the Trust has a net overriding royalty interest known as the
Texas Royalty properties to Riverhill Energy Corporation, a wholly-owned
subsidiary of Riverhill Capital Corporation and an affiliate of Coastal
Management Corporation.
-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.
NATIONSBANK OF TEXAS, N.A.
TRUSTEE FOR THE
PERMIAN BASIN ROYALTY TRUST
By /s/ Eric F. Hyden
--------------------------------
Eric F. Hyden
Vice President
Date: May 14, 1997
(The Trust has no directors or executive officers.)
-11-
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
(4)(a) Permian Basin Royalty Trust Indenture dated
November 3, 1980, between Southland Royalty
Company and The First National Bank of Fort
Worth (now NationsBank of Texas, 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 to The First National Bank of Fort
Worth (now NationsBank of Texas, 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 to The First
National Bank of Fort Worth (now NationsBank
of Texas, 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,
NationsBank of Texas, N.A., P. O. Box 1317, Fort Worth, Texas 76101.
** Filed herewith.