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, 1998
Commission File No. 1-8033
PERMIAN BASIN ROYALTY TRUST
Texas I.R.S. No. 75-6280532
NationsBank, 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, 1998:
46,608,796
- ----------
Page 1 of 14
PERMIAN BASIN ROYALTY TRUST
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements.
The condensed financial statements included herein have been prepared by
NationsBank, 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, 1998, and the distributable income and changes in trust corpus
for the three-month periods ended March 31, 1998 and 1997 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, 1998, and
for the three-month periods ended March 31, 1998 and 1997 included
herein.
-2-
INDEPENDENT ACCOUNTANTS' REPORT
NationsBank, 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, 1998, and the related condensed statements of distributable
income and changes in trust corpus for the three-month periods ended
March 31, 1998 and 1997. 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, 1997, 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, 1998, 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, 1997, is fairly stated in all material respects in
relation to the statement of assets, liabilities and trust corpus from
which it has been derived.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
May 8, 1998
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
- -------------------------------------------------------------------------------------------------------
March 31, December 31,
ASSETS 1998 1997
(Unaudited)
Cash and short-term investments $ 1,778,358 $ 1,724,192
Net overriding royalty interests in producing
oil and gas properties (net of accumulated
amortization of $7,530,986 and $7,478,622
at March 31, 1998 and December 31, 1997,
respectively) 3,444,230 3,496,594
--------- ---------
$ 5,222,588 $ 5,220,786
========= =========
LIABILITIES AND TRUST CORPUS
Distribution payable to Unit holders $ 1,778,358 $ 1,724,192
Trust corpus - 46,608,796 Units of beneficial
interest authorized and outstanding 3,444,230 3,496,594
--------- ---------
$ 5,222,588 $ 5,220,786
========= =========
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------------------------------
Three Months Ended
March 31,
----------------------------
1998 1997
Royalty income $ 5,252,967 $ 8,704,407
Interest income 10,868 11,321
--------- ---------
5,263,835 8,715,728
General and administrative
expenditures 124,429 144,005
--------- ---------
Distributable income $ 5,139,406 $ 8,571,723
========== ==========
Distributable income per Units (46,608,796 Units) $ .110267 $ .183907
========= =========
<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,
----------------------------
1998 1997
Trust corpus, beginning of period $ 3,496,594 $ 3,760,939
Amortization of net overriding
royalty interests (52,364) (88,604)
Distributable income 5,139,406 8,571,723
Distributions declared (5,139,406) (8,571,723)
----------- ----------
Trust corpus, end of period $ 3,444,230 $ 3,672,335
========== ==========
<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 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:
- - Royalty income recorded for a month is the amount computed and paid
to NationsBank, 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") of Midland, Texas, 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. 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.
- - 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.
-6-
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.
******
-7-
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.
YEAR 2000 ISSUE
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous
results by or at the Year 2000. The Year 2000 issue affects virtually
all companies and organizations. If a company or organization does not
successfully address its Year 2000 issues, it may face material adverse
consequences.
The Trust is reliant on the performance of BROG and third party vendors
for the receipt of Royalty income, payment of expenses and disbursement
of distributable income. The Trustee can provide no assistance as to
whether BROG and third party vendors will successfully address the Year
2000 issue. Failing to successfully address the Year 2000 issue by BROG
and third party vendors could have a material adverse impact on the Trust
and its Unit holders.
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
For the quarter ended March 31, 1998 royalty income received by the Trust
amounted to $5,252,967, compared to royalty income of $8,704,407 during
the first quarter of 1997. The decrease in royalty income is primarily
due to a decrease in oil and gas prices in the first quarter of 1998,
compared to the first quarter of 1997, as well as an increase in
allocated capital expenditures in the first quarter of 1998. Included
in the distributable income for March 1998 was approximately $1.1 million
which represented the Trust's portion of an approximate $1.5 million
severance tax refund received from the State of Texas by BROG, operator
of record of the Waddell Ranch properties in Crane County, Texas.
Interest income for the quarter ended March 31, 1998, was $10,868,
compared to $11,321 during the first quarter of 1997. General and
administrative expenses during the first quarter of 1997 amounted to
$124,429, compared to $144,005 during the first quarter of 1997. The
decrease in general and administrative expenses can be attributed
primarily to cost reduction efforts of the Trustee and timing differences
in the receipt and payment of these expenses.
These transactions resulted in distributable income for the quarter ended
March 31, 1998, of $5,139,406 or $.110267 per Unit of beneficial
interest. Distributions of $.046609, $.025503 and $.038155 per Unit were
made to Unit holders of record as of January 30, February 27 and
March 31, 1998, respectively. For the first quarter of 1997,
distributable income was $8,571,723 or $.183907 per Unit.
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.,
Meridian Oil Trading Inc., Meridian Oil Production 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
-8-
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 ("Objectors") on
February 7, 1997. Class Counsel (Susman Godfrey, L.L.P. and Dick Watt)
notified the Trust that on July 24, 1997, the Court of Appeals issued
its judgment dismissing such appeal on procedural grounds and that in
early September 1997, the Court of Appeals denied a motion for rehearing
filed in such proceeding. The Trustee has been further advised that a
petition for review has been filed with the Texas Supreme Court by the
Objectors and its currently pending. One of the conditions set forth in
the settlement agreement for the distribution of the settlement proceeds
related to the Class Action is that there will be no distribution of the
settlement proceeds unless and until such judgment is no longer subject
to further appeal and, if there is an appeal, not unless and until such
judgment is affirmed or such appeal is dismissed and the time for any
further proceedings in the appellate court of last resort has expired.
As a result of such appeal, no distribution of settlement proceeds has
been made to the Trust and the Trustee does not know if or when the Trust
will receive proceeds of such settlement.
As was previously reported, in February 1997, BROG sold its interest in
the Texas Royalty properties that are subject to the Net Overriding
Royalty Conveyance to the Trust dated effective November 1, 1980
("Conveyance") to Riverhill Energy.
The Trustee has been advised that Schlumberger Technology Corporation has
acquired all of the shares of Riverhill Capital. CMC and Riverhill
Energy were wholly owned subsidiaries of Riverhill Capital. The Trustee
has further been advised that as part of the transaction, ownership of
Riverhill Energy's interests in the Texas Royalty properties referenced
above remain in Riverhill Energy which is now owned by the former
shareholders of Riverhill Capital. Accounting operations pertaining to
the Texas Royalty properties will be performed by CMC under the direction
of Riverhill Energy.
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
1997 through January 1998 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
---------------------
1998 1997
ROYALTIES:
Oil sales (Bbls) 169,890 258,217
Gas sales (Mcf) 763,178 919,075
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Oil:
Total oil sales (Bbls) 435,477 439,226
Average per day (Bbls) 4,733 4,774
Average price/Bbl $16.07 $23.15
Gas:
Total gas sales (Mcf) 1,782,588 1,771,281
Average per day (Mcf) 19,376 19,253
Average price/Mcf $2.49 $3.51
The posted price of oil decreased for the first quarter of 1998, compared
to the first quarter of 1997, resulting in an average price per barrel
of $16.07, compared to $23.15 in the first quarter of 1997. The Trust
has been advised by BROG that for the period August 1, 1993, through
June 30, 1998, the oil from the Waddell Ranch was being sold under a
competitive bid to a third party. The decrease in the average price of
gas from $3.51 in the first quarter of 1997 to $2.49 in the first quarter
of 1998 is primarily the result of a decrease in the spot prices of
natural gas.
-9-
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 1998, compared to the first quarter of 1997.
Capital expenditures for drilling, remedial and maintenance activities
on the Waddell Ranch properties during the first quarter of 1998 totaled
$3.0 million as compared to $1.2 million for the first quarter of 1997.
BROG has informed the Trust that the 1998 capital expenditures budget is
$17.6 million. The total amount of capital expenditures for 1997 was
$11.8 million.
The Trust has been advised that there were 16 gross (6.62 net) wells
completed during the three months ended March 31, 1998, and there were
30 gross (14.37 net) wells in progress. For the three months ended
March 31, 1997, no wells were completed and there were 10 gross (4.75
net) wells in progress.
Lease operating expense and property taxes totaled $2.9 million for the
first quarter of 1998, compared to $3.4 million in the first quarter of
1997. The Trustee was advised that this decrease is attributable to
timing in the payment of certain expenses pertaining to the Waddell Ranch
field operations.
-10-
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, 1998 and 1997, respectively, were computed
as shown in the table below:
Three Months Ended March 31,
------------------------------------------------------------
1998 1997
---------------------------- -----------------------------
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 $ 5,391,392 $1,607,393 $ 7,854,807 $2,314,041
Gas proceeds 3,918,121 519,198 5,690,666 526,141
---------- --------- --------- ---------
Total 9,309,513 2,126,591 13,545,473 2,840,182
---------- --------- --------- ---------
Less:
Severance tax:
Oil 219,768 57,454 320,277 85,201
Gas (1,204,110) 25,648 425,222 31,950
Lease operating expense and
property tax:
Oil and gas 2,664,211 205,064 3,396,445 21,418
Capital expenditures 2,954,359 1,219,695
--------- ------- --------- -------
Total 4,634,228 288,166 5,361,639 138,569
--------- ------- --------- -------
Net profits 4,675,285 1,838,425 8,183,834 2,701,612
Net overriding royalty interests 75% 95% 75% 95%
--------- --------- -------- ---------
Royalty income $ 3,506,464 $1,746,503 $ 6,137,875 $2,566,532
=========== ========== ========== ==========
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
-11-
PART II - OTHER INFORMATION
Items 1 through 4.
Not applicable.
Item 5. Other
At the close of business on May 6, 1998, the Trustee merged with
and into NationsBank, N.A. The Trustee is now NationsBank, N.A.,
successor by merger to NationsBank of Texas, N.A. as Trustee.
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, 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,
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, 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, N.A., P.O. Box 1317, Ft. Worth, Texas,
76101.
** Filed herewith.
(b) Reports on Form 8-K
During the three months ended March 31, 1998, one report on Form
8-K was filed by the Trust. Such Form 8-K was dated March 23, 1998, and
reported that the Trustee had been advised that the Trust's distributable
income for March 1998 included approximately $1.1 million which
represented the Trust's portion of an approximate $1.5 million severance
tax refund received from the State of Texas by Burlington Resources Oil
and Gas Company ("BROG"), operator of record of the Waddell Ranch
properties in Crane County, Texas in which Permian Basin Royalty Trust
has a net overriding royalty interest. It further reported that the
Trustee had been advised that, with regard to the source of such payment,
BROG advised the Trustee that BROG, along with other working interest
owners in the Waddell Ranch, engaged an independent serverance tax
consultant to analyze severance taxes incurred on gas production for the
period June 1991 to
-12-
March 1997. As a result of their analysis, a refund was requested as was
subsequently received in March 1998 for approximately $1.3 million.
Furthermore, the State of Texas refunded an additional approximate
$200,000 to BROG for severance taxes related to gas production for the
period April 1997 to November 1997, based on the results of the analysis
for the period from June 1991 to March 1997. This resulted in a total
refund of approximately $1.5 million to BROG, out of which the Trust
received approximately $1.1 million as referenced above.
-13-
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, N.A.
TRUSTEE FOR THE
PERMIAN BASIN ROYALTY TRUST
By: /s/ ERIC F. HYDEN
----------------------------------
Eric F. Hyden
Vice President
Date: May 14, 1998
(The Trust has no directors or executive officers.)
-14-
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, 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, 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, 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, N.A., P. O. Box 1317, Fort Worth, Texas 76101.
** Filed herewith.