e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period ended June 30, 2010
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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)
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Texas
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75-6280532 |
(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
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U.S. Trust, Bank of America
Private Wealth Management
Trust Department
901 Main Street
Dallas, Texas 75202
(Address of Principal Executive
Offices; Zip Code)
(214) 209-2400
(Registrants 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ | |
Accelerated filer o | |
Non-accelerated filer o | |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Number of Units of beneficial interest of the Trust outstanding at August 3, 2010:
46,608,796.
TABLE OF CONTENTS
PERMIAN BASIN ROYALTY TRUST
PART I FINANCIAL INFORMATION
Item1. 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
and notes thereto be read in conjunction with the financial statements and the notes thereto
included in the Trusts 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, 2010, the
distributable income for the three-month and six-month periods ended June 30, 2010 and 2009 and the
changes in trust corpus for the six-month periods ended June 30, 2010 and 2009, have been included.
The distributable income for such interim periods is not necessarily indicative of the
distributable income for the full year.
The condensed financial statements as of June 30, 2010, and for the three-month and six-month
periods ended June 30, 2010 and 2009 included herein have been reviewed by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their report appearing herein.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unit Holders of Permian Basin Royalty Trust and
Bank of America, N.A., Trustee
Dallas, Texas
We have reviewed the accompanying condensed statement of assets, liabilities and trust corpus of
Permian Basin Royalty Trust (the Trust) as of June 30, 2010, and the related condensed statements
of distributable income for the three-month and six-month periods ended June 30, 2010 and 2009 and
changes in trust corpus for the six-month periods ended June 30, 2010 and 2009. These condensed
financial statements are the responsibility of the Trustee.
We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the objective of
which is the expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
As described in Note 1 to the condensed financial statements, these condensed financial statements
have been prepared on a modified cash basis of accounting, which is a comprehensive basis of
accounting other than accounting principles generally accepted in the United States of America.
Based on our reviews, we are not aware of any material modifications that should be made to such
condensed interim financial statements for them to be in conformity with the basis of accounting
described in Note 1.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the statement of assets, liabilities, and trust corpus of Permian
Basin Royalty Trust as of December 31, 2009, 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 1, 2010, 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, 2009, 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
Austin, Texas
August 3, 2010
3
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
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June 30, |
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2010 |
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December 31, |
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(Unaudited) |
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2009 |
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ASSETS |
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Cash and short-term investments |
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$ |
5,885,870 |
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$ |
5,483,148 |
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Net overriding royalty interests in
producing oil and gas properties (net of
accumulated amortization of $9,951,221 and
$9,895,230 at June 30, 2010 and December 31,
2009, respectively) |
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1,023,995 |
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1,079,986 |
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TOTAL ASSETS |
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$ |
6,909,865 |
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$ |
6,563,134 |
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LIABILITIES AND TRUST CORPUS |
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Distribution payable to Unit holders |
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$ |
5,885,870 |
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$ |
5,483,148 |
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Commitments and contingencies |
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Trust corpus - 46,608,796 Units of
beneficial interest authorized and
outstanding |
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1,023,995 |
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1,079,986 |
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TOTAL LIABILITIES
AND TRUST CORPUS |
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$ |
6,909,865 |
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$ |
6,563,134 |
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The accompanying notes to condensed financial statements are an integral part of these statements.
4
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME
(UNAUDITED)
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THREE |
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THREE |
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MONTHS |
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MONTHS |
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ENDED |
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ENDED |
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June 30, 2010 |
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June 30, 2009 |
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Royalty income |
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$ |
18,444,207 |
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$ |
6,725,240 |
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Interest income |
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251 |
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447 |
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18,444,458 |
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6,725,687 |
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General and administrative
expenditures |
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(459,539 |
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(487,556 |
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Distributable income |
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$ |
17,984,919 |
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$ |
6,238,131 |
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Distributable income per Unit
(46,608,796 Units) |
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$ |
.39 |
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$ |
.13 |
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The accompanying notes to condensed financial statements are an integral part of these statements.
5
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME
(UNAUDITED)
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SIX |
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SIX |
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MONTHS |
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MONTHS |
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ENDED |
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ENDED |
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June 30, 2010 |
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June 30, 2009 |
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Royalty income |
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$ |
34,952,943 |
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$ |
14,438,626 |
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Interest income |
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388 |
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2,682 |
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34,953,331 |
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14,441,308 |
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General and administrative
expenditures |
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(863,335 |
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(929,972 |
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Distributable income |
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$ |
34,089,996 |
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$ |
13,511,336 |
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Distributable income per Unit
(46,608,796 Units) |
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$ |
.73 |
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$ |
.29 |
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The accompanying notes to condensed financial statements are an integral part of these statements.
6
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
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SIX |
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SIX |
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MONTHS |
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MONTHS |
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ENDED |
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ENDED |
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June 30, 2010 |
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June 30, 2009 |
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Trust corpus, beginning of
period |
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$ |
1,079,986 |
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$ |
1,170,793 |
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Amortization of net overriding
royalty interests |
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(55,991 |
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(40,402 |
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Distributable income |
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34,089,996 |
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13,511,336 |
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Distributions declared |
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(34,089,996 |
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(13,511,336 |
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Total Trust Corpus, end of
period |
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$ |
1,023,995 |
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$ |
1,130,391 |
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Distributions per Unit |
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$ |
.73 |
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$ |
.29 |
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The accompanying notes to condensed financial statements are an integral part of these statements.
7
PERMIAN BASIN ROYALTY TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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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 Companys 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 Companys 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: |
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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 LP (BROG), a subsidiary of ConocoPhillips 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. Schlumberger Technology
Corporation (STC) currently conducts all field, technical and accounting operations on
behalf of BROG with regard to the Waddell Ranch properties. Riverhill Energy currently
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. |
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As was previously reported, in February 1997, BROG sold its interest in the Texas Royalty
properties to Riverhill Energy. |
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The Trustee has been advised that in the first quarter of 1998, STC acquired all of the shares of stock of Riverhill Capital. Prior to such acquisition by STC, CMC and Riverhill
Energy were wholly owned subsidiaries of Riverhill Capital. The Trustee has further been
advised that in connection with STCs 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. |
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In 2007 the Bank of America private wealth management group officially became known as U.S.
Trust, Bank of America Private Wealth Management. The legal entity that serves as Trustee
of the Trust did not change, and references in this Form 10-Q to U.S. |
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Trust, Bank of America Private Wealth Management shall describe the legal entity Bank of
America, N.A. |
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Trust expenses recorded are based on liabilities paid and cash reserves established out
of cash received or borrowed funds for liabilities and contingencies. |
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Distributions to Unit holders are recorded when declared by the Trustee. |
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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 costs 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 prepared in accordance with GAAP.
Amortization of the Royalties calculated on a unit-of-production basis is charged directly to trust
corpus. This comprehensive basis of accounting other than GAAP corresponds to the accounting
permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff
Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
New Accounting Pronouncements
In June 2009, the FASB issued guidance which changes how a company determines when an entity that
is insufficiently capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination of whether a company is required to consolidate an entity is based
on, among other things, an entitys purpose and design and a companys ability to direct the
activities of the entity that most significantly impact the entitys economic performance. This
guidance was effective for the Trust on January 1, 2010 and the adoption did not have an impact on
the Trusts financial statements.
Use of Estimates
The preparation of financial statements in conformity with the basis of accounting described above
requires management to make estimates and assumptions that affect the reported amounts of certain
assets, liabilities, revenues and expenses as of and for the reporting period. Actual results may
differ from such estimates.
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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 Trusts 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. |
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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. |
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The Trust has on file technical advice memoranda confirming the tax treatment described above. |
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The classification of the Trusts income for purposes of the passive loss rules may be important
to a Unit holder. Royalty income generally is treated as portfolio income and does not offset
passive losses. |
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Some Trust Units are held by middlemen, as such term is broadly defined in U.S. Treasury
Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an
interest for a custodian in street name, collectively referred to herein as middlemen).
Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment
trust (WHFIT) for U.S. federal income tax purposes. U.S. Trust, Bank of America Private
Wealth Management, EIN: 56-0906609, 901 Main Street, 17th Floor, Dallas, Texas 75202, telephone
number (214) 209-2400, is the representative of the Trust that will provide tax information in
accordance with applicable U.S. Treasury Regulations governing the information reporting
requirements of the Trust as a WHFIT. Tax information is also posted by the Trustee at
www.pbt-permianbasintrust.com. Notwithstanding the foregoing, the middlemen holding Trust Units
on behalf of Unit holders, and not the Trustee of the Trust, are solely responsible for
complying with the information reporting requirements under the U.S. Treasury Regulations with
respect to such Trust Units, including the issuance of IRS Forms 1099 and certain written tax
statements. Unit holders whose Trust Units are held by middlemen should consult with such
middlemen regarding the information that will be reported to them by the middlemen with respect
to the Trust Units. |
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Unit holders should consult their tax advisors regarding Trust tax compliance matters. |
3. |
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STATE TAX CONSIDERATIONS |
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All revenues from the Trust are from sources within Texas, which has no individual income tax.
However, Texas imposes a margin tax on generally all entity types providing limited liability
protection at a rate of 1% on gross revenues less certain deductions, as specifically set forth
in the Texas margin tax statute. Entities subject to tax generally include trusts unless
otherwise exempt. Trusts that receive at least 90% of their federal gross income from
designated passive sources, including royalties from mineral properties and other non-operated
mineral interest income, and do not receive more than 10% of their income from operating an
active trade or business, generally are exempt from the Texas margin tax as passive entities.
The Trust should be exempt from Texas margin tax as a passive entity. Since the Trust should
be exempt from Texas margin tax at the Trust level as a passive entity, each Unit holder that is
considered a taxable entity under the Texas margin tax will generally be required to include its
portion of Trust revenues in its own Texas margin tax computation. This revenue is sourced to
Texas under provisions of the Texas Administrative Code that provide such income is sourced
according to the principal place of business of the Trust, which is Texas. |
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Each Unit holder is urged to consult his own tax advisor regarding the requirements for filing
state tax returns. |
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Subsequent to June 30, 2010, the Trust declared a distribution of $.116351 per unit on July 20,
2010 payable on August 13, 2010, to Unit holders of record on July 30, 2010. Subsequent events
have been evaluated through the date of issuance of these condensed financial statements. |
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Contingencies related to the Underlying Properties that are unfavorably resolved would generally
be reflected by the Trust as reductions to future royalty income payments to the Trust with
corresponding reductions to cash distributions to Unit holders. The Trustee is aware of no such
items as of August 1, 2010. |
* * * * *
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Item 2. |
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Trustees 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 are within the Trustees control, that may cause such expectations not to be
realized, including, among other things, factors such as actual oil and gas prices and the
recoverability of reserves, capital expenditures, general economic conditions, actions and policies
of petroleum-producing nations and other changes in the domestic and international energy markets.
Such forward looking statements generally are accompanied by words such as estimate, expect,
predict, anticipate, goal, should, assume, believe, or other words that convey the
uncertainty of future events or outcomes.
Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
For the quarter ended June 30, 2010 royalty income received by the Trust amounted to $18,444,207
compared to royalty income of $6,725,240 during the second quarter of 2009. The increase in
royalty income is primarily attributable to increases in both oil and gas prices.
11
Interest income for the quarter ended June 30, 2010, was $251 compared to $447 during the second
quarter of 2009. The decrease in interest income is primarily attributable to lowered interest
rates. General and administrative expenses during the second quarter of 2010 amounted to $459,539
compared to $487,556 during the second quarter of 2009. The decrease in general and administrative
expenses can be primarily attributed to decreased professional expenses.
These transactions resulted in distributable income for the quarter ended June 30, 2010 of
$17,984,919 or $.385869 per Unit of beneficial interest. Distributions of $.120920, $.138667 and
$.126282 per Unit were made to Unit holders of record as of April 30, 2010, May 28, 2010 and
June 30, 2010, respectively. For the second quarter of 2009, distributable income was $6,238,130,
or $.133840 per Unit of beneficial interest.
Royalty income for the Trust for the second quarter of the calendar year is associated with actual
oil and gas production for the period of February, March and April of 2010 from the properties from
which the Trusts net overriding royalty interests (Royalties) were carved. Oil and gas sales
attributable to the Royalties and the properties from which the Royalties were carved are as
follows:
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Second Quarter |
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2010 |
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2009 |
Production: |
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Oil sales (Bbls) |
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174,469 |
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127,053 |
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Gas sales (Mcf) |
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799,308 |
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480,941 |
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Product Sales From Which
The Royalties Were Carved: |
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Oil: |
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Total oil sales (Bbls) |
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257,558 |
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262,962 |
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Average per day (Bbls) |
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2,894 |
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2,955 |
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Average price per Bbl |
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$ |
77.01 |
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$ |
39.47 |
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Gas: |
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Total gas sales (Mcf) |
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1,310,250 |
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1,320,596 |
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Average per day (Mcf) |
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14,722 |
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14,838 |
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Average price per Mcf |
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$ |
7.10 |
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$ |
3.90 |
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The average received price of oil increased to an average price per barrel of $77.01 per Bbl in the
second quarter of 2010 compared to $39.47 per Bbl in the second quarter of 2009 due to worldwide
market variables. The Trustee has been advised by ConocoPhillips that for the period of August 1,
1993, through June 30, 2010, 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 $3.90 per Mcf in the
second quarter of 2009 to $7.10 per Mcf in the second quarter of 2010 due to change in overall
market variables.
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
12
sales volumes decreased and gas sales volumes decreased from the Underlying Properties (as defined
in the Trusts Annual Report on Form 10-K for the year ended December 31, 2009) for the applicable
period in 2010 compared to 2009.
Capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch
properties during the second quarter of 2010 totaled $0.2 million as compared to $1.9 million to
the Trust for the second quarter of 2009. ConocoPhillips has informed the Trustee that the 2010
capital expenditures budget has been revised to $22 million (gross) for the Waddell Ranch
properties. The total amount of capital expenditures for 2009 was $43.1 million. Through the
second quarter of 2010, capital expenditures of $2.4 million (gross) have been expended.
The Trustee has been advised that there were 0 wells completed and 0 wells in progress, and 0
workover wells completed and 3 workover wells in progress, during the three months ended June 30,
2010 as compared to 1 well completed and 2 wells in progress, 11 workover wells completed and 10
workover wells in progress for the three months ended June 30, 2009 on the Waddell Ranch
properties. There were no facility projects completed and 13 projects in progress for the second
quarter of 2010.
Lease operating expenses and property taxes totaled $4.6 million for the second quarter of 2010,
compared to $4.5 million in the second quarter of 2009 on the Waddell Ranch properties. This
increase is primarily attributable to increased maintenance work.
Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
For the six months ended June 30, 2010, royalty income received by the Trust amounted to
$34,952,943 compared to royalty income of $14,438,626 for the six months ended June 30, 2009. The
increase in royalty income is primarily due to an increase in oil and gas prices in the first six
months of 2010, compared to the first six months in 2009. Interest income for the six months ended
June 30, 2010 was $388 compared to $2,682 for the six months ended June 30, 2009. The decrease in
interest income is attributable primarily to significantly lowered interest rates. General and
administrative expenses for the six months ended June 30, 2010 were $863,335. During the six
months ended June 30, 2009, general and administrative expenses were $929,972. The decrease in
general and administrative expenses is primarily due to reduced Unit holder reporting and other
professional expenses.
These transactions resulted in distributable income for the six months ended June 30, 2010 of
$34,089,996, or $.731407, per Unit. For the six months ended June 30, 2009, distributable income
was $13,511,336, or $.289888, per Unit.
Royalty income for the Trust for the six months ended June 30, 2010 is associated with actual oil
and gas production for the period November 2008 through April 2010 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:
13
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
2010 |
|
2009 |
Royalties: |
|
|
|
|
|
|
|
|
Oil sales (Bbls) |
|
|
338,555 |
|
|
|
252,355 |
|
Gas sales (Mcf) |
|
|
1,528,398 |
|
|
|
991,023 |
|
|
|
|
|
|
|
|
|
|
Properties From Which The Royalties Were Carved: |
|
|
|
|
|
|
|
|
Oil: |
|
|
|
|
|
|
|
|
Total oil sales (Bbls) |
|
|
520,268 |
|
|
|
546,714 |
|
Average per day (Bbls) |
|
|
2,874 |
|
|
|
3,021 |
|
Average price per Bbl |
|
$ |
74.56 |
|
|
$ |
40.31 |
|
|
|
|
|
|
|
|
|
|
Gas: |
|
|
|
|
|
|
|
|
Total gas sales (Mcf) |
|
|
2,639,931 |
|
|
|
2,826,763 |
|
Average per day (Mcf) |
|
|
14,585 |
|
|
|
15,617 |
|
Average price per Mcf |
|
$ |
7.20 |
|
|
$ |
4.42 |
|
The average received price of oil increased during the six months ended June 30, 2010 to $74.56 per
barrel compared to $40.31 per barrel for the same period in 2009. The increase in the average
price of oil is primarily due to worldwide market variables. The increase in the average price of
gas from $4.42 per Mcf for the six months ended June 30, 2009 to $7.20 per Mcf for the six months
ended June 30, 2010 is primarily the result of a increase in the spot prices of natural gas.
Since the oil and gas sales volumes attributable to the Royalties are based on an allocation
formula that is dependent on such factors as price and cost (including capital expenditures), the
production amounts in the Royalties section of the above table do not provide a meaningful
comparison. The oil and gas sales volumes from the properties from which the Royalties are carved
have declined for the applicable period of 2010 compared to 2009.
Capital expenditures for the Waddell Ranch properties for the six months ended June 30, 2010
totaled $1.2 million compared to $5.5 million net to the Trust for the same period in 2009.
ConocoPhillips has previously advised the Trust that the remaining 2010 capital expenditures budget
for the Waddell Ranch properties is $20 million (gross).
The Trustee has been advised that 0 wells were drilled and completed and 0 wells to be completed on
the Waddell Ranch properties during the six months ended June 30, 2010, as compared to 6 wells
drilled and completed and 2 wells to be completed on the Waddell Ranch properties during the six
months ended June 30, 2009. Approximately 0 workover wells were completed and approximately 3
workover wells were in progress as of June 30, 2010.
Lease operating expense and property taxes totaled $9.9 million for the six months ended June 30,
2010 compared to $9.0 million for the same period in 2009. The increase in lease operating expense
is primarily attributable to increased maintenance work.
14
Calculation of Royalty Income
The Trusts 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,
2010 and 2009, respectively, were computed as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
Waddell |
|
|
Texas |
|
|
Waddell |
|
|
Texas |
|
|
|
Ranch |
|
|
Royalty |
|
|
Ranch |
|
|
Royalty |
|
|
|
Properties |
|
|
Properties |
|
|
Properties |
|
|
Properties |
|
Gross proceeds of sales from the
Underlying Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil proceeds |
|
$ |
13,823,194 |
|
|
$ |
6,010,461 |
|
|
$ |
7,214,806 |
|
|
$ |
3,164,894 |
|
Gas proceeds |
|
|
8,073,140 |
|
|
|
1,229,067 |
|
|
|
4,347,466 |
|
|
|
803,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
21,896,334 |
|
|
|
7,239,528 |
|
|
|
11,562,272 |
|
|
|
3,968,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
|
483,917 |
|
|
|
215,396 |
|
|
|
273,978 |
|
|
|
119,771 |
|
Gas |
|
|
367,022 |
|
|
|
79,408 |
|
|
|
216,299 |
|
|
|
49,470 |
|
Lease operating expenses and
property tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas |
|
|
4,565,424 |
|
|
|
360,000 |
|
|
|
4,520,015 |
|
|
|
360,000 |
|
Other |
|
|
70,565 |
|
|
|
|
|
|
|
37,775 |
|
|
|
|
|
Capital expenditures |
|
|
157,779 |
|
|
|
|
|
|
|
1,903,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,644,707 |
|
|
|
654,804 |
|
|
|
6,951,583 |
|
|
|
529,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profits |
|
|
16,251,627 |
|
|
|
6,584,724 |
|
|
|
4,610,689 |
|
|
|
3,439,182 |
|
Net overriding royalty interests |
|
|
75 |
% |
|
|
95 |
% |
|
|
75 |
% |
|
|
95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty income |
|
|
12,188,720 |
|
|
|
6,255,487 |
|
|
|
3,458,017 |
|
|
|
3,267,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies and Estimates
The Trusts financial statements reflect the selection and application of accounting policies that
require the Trust to make significant estimates and assumptions. The following are some of the
more critical judgment areas in the application of accounting policies that currently affect the
Trusts financial condition and results of operations.
Basis of Accounting
The financial statements of the Trust are prepared on a modified cash basis and are not intended to
present financial positions and results of operations in conformity with accounting principles
15
generally accepted in the United States of America (GAAP). Preparation of the Trusts financial
statements on such basis includes the following:
|
|
|
Royalty income and interest income are recorded in the period in which amounts are
received by the Trust rather than in the period of production and accrual, respectively. |
|
|
|
|
General and administrative expenses recorded are based on liabilities paid and cash
reserves established out of cash received. |
|
|
|
|
Amortization of the royalty interests is calculated on a unit-of-production basis and
charged directly to trust corpus when revenues are received. |
|
|
|
|
Distributions to Unit holders are recorded when declared by the Trustee (see Note 1 to
the Financial Statements). |
The financial statements of the Trust differ from financial statements prepared in accordance with
accounting principles generally accepted in the United States of America because royalty income is
not accrued in the period of production, general and administrative expenses recorded are based on
liabilities paid and cash reserves established rather than on accrual basis, and amortization of
the royalty interests is not charged against operating results. This comprehensive basis of
accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S.
Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial
Statements of Royalty Trusts.
New Accounting Pronouncements
In June 2009, the FASB issued guidance which changes how a company determines when an entity that
is insufficiently capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination of whether a company is required to consolidate an entity is based
on, among other things, an entitys purpose and design and a companys ability to direct the
activities of the entity that most significantly impact the entitys economic performance. This
guidance was effective for the Trust on January 1, 2010 and the adoption did not have an impact on
the Trusts financial statements.
Revenue Recognition
Revenues from the royalty interests are recognized in the period in which amounts are received by
the Trust. Royalty income received by the Trust in a given calendar year will generally reflect
the proceeds, on an entitlement basis, from natural gas produced and sold for the twelve-month
period ended October 31st in that calendar year. Royalty income received by the Trust
in the second quarter of 2010 generally reflects the proceeds associated with actual oil and gas
production for the period of February 2009 through April 2010.
Reserve Disclosure
As of January 1, 2010, independent petroleum engineers estimated the net proved reserves
attributable to the royalty interests. Estimates of future net revenues from proved reserves have
been prepared using average 12-month oil and gas prices, determined as an unweighted arithmetic
average of the first-day-of-the-month price for each month within the 12-month period
preceding the end of the most recent fiscal year, unless prices are defined by contractual
arrangements. Numerous uncertainties
16
are inherent in estimating volumes and the value of proved reserves and in projecting future
production rates and the timing of development of non-producing reserves.
Such reserve estimates are subject to change as additional information becomes available. The
reserves actually recovered and the timing of production may be substantially different from the
reserves estimates.
Contingencies
Contingencies related to the Underlying Properties that are unfavorably resolved would generally be
reflected by the Trust as reductions to future royalty income payments to the Trust with
corresponding reductions to cash distributions to Unit holders. The Trustee is aware of no such
items as of August 1, 2010.
Use of Estimates
The preparation of financial statements in conformity with the basis of accounting described above
requires management to make estimates and assumptions that affect the reported amounts of certain
assets, liabilities, revenues and expenses as of and for the reporting period. Actual results may
differ from such estimates.
New Securities and Exchange Commission Rule
In December 2008, the Securities and Exchange Commission (the SEC) released Final Rule,
Modernization of Oil and Gas Reporting. The new disclosure requirements include provisions that
permit the use of new technologies to determine proved reserves if those technologies have been
demonstrated empirically to lead to reliable conclusions about reserves volumes. The new
requirements also allow companies to disclose their probable and possible reserves to investors.
In addition, the new disclosure requirements require companies to: (a) report the independence and
qualifications of its reserves preparer or auditor; (b) file reports when a third party is relied
upon to prepare reserves estimates or conducts a reserves audit; and (c) report oil and gas
reserves using an average price based upon the prior 12-month period rather than year-end prices.
The new disclosure requirements are effective for financial statements for fiscal years ending on
or after December 31, 2009. The effect of adopting the SEC rules did not have a significant effect
on our reported financial position or distributable income.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
There have been no material changes in the Trusts market risk, as disclosed in the Trusts Annual
Report on Form 10-K for the fiscal year ended December 31, 2009.
17
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Trustee carried out an evaluation of the
effectiveness of the design and operation of the Trusts disclosure controls and procedures
pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded
that the Trusts disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be disclosed by the Trust in
the reports that it files or submits under the Securities Exchange Act of 1934 and are effective in
ensuring that information required to be disclosed by the Trust in the reports that it files or
submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Trustee to
allow timely decisions regarding required disclosure. In its evaluation of disclosure controls and
procedures, the Trustee has relied, to the extent considered reasonable, on information provided by
Burlington Resources Oil & Gas Company LP, the owner of the Waddell Ranch properties, and Riverhill
Energy Corporation, the owner of the Texas Royalty properties. There has not been any change in the
Trusts internal control over financial reporting during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Trusts internal control
over financial reporting.
18
PART II OTHER INFORMATION
Items 1 through 5.
Not applicable.
|
4.1 |
|
Permian Basin Royalty Trust Indenture dated November 3, 1980,
between Southland Royalty Company (now Burlington Resources Oil & Gas Company
LP) and The First National Bank of Fort Worth (now Bank of America, N.A.), as
Trustee, heretofore filed as Exhibit (4)(a) to the Trusts Annual Report on
Form 10-K to the Securities and Exchange Commission for the fiscal year ended
December 31, 1980 is incorporated herein by reference. |
|
|
4.2 |
|
Net Overriding Royalty Conveyance (Permian Basin Royalty Trust)
from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP)
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 Trusts Annual Report on Form 10-K to the Securities and
Exchange Commission for the fiscal year ended December 31, 1980 is incorporated
herein by reference. |
|
|
4.3 |
|
Net Overriding Royalty Conveyance (Permian Basin Royalty Trust
Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil &
Gas Company LP) 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 Trusts Annual Report on Form 10-K to the Securities
and Exchange Commission for the fiscal year ended December 31, 1980 is
incorporated herein by reference. |
|
|
10.1 |
|
Registration Rights Agreement dated as of July 21, 2004 by and
between Burlington Resources Inc. and Bank of America, N.A., as trustee of
Permian Basin Royalty Trust, heretofore filed as Exhibit 10.1 to the Trusts
Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the
quarterly period ended June 30, 2004 is incorporated herein by reference. |
|
|
10.2 |
|
Underwriting Agreement dated December 15, 2005 among the
Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources
Oil & Gas L.P. and Lehman Brothers Inc. and Wachovia Capital Markets, LLC as
representatives of the several underwriters, heretofore filed as Exhibit 10.1
to the Trusts current report on Form 8-K to the Securities |
19
|
|
|
and Exchange Commission filed on December 19, 2005, is incorporated herein
by reference. |
|
10.3 |
|
Underwriting Agreement dated August 2, 2005 among the Permian
Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas
L.P. and Goldman Sachs & Co. and Lehman Brothers Inc. as representatives of the
several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current
report on Form 8-K to the Securities and Exchange Commission filed on August 8,
2005, is incorporated herein by reference. |
|
|
10.4 |
|
Underwriting Agreement dated August 17, 2006, among Permian
Basin Royalty Trust, ConocoPhillips, Burlington Resources Oil & Gas Company LP
and Lehman Brothers Inc. and Wachovia Capital Markets, LLC as representatives
of the several underwriters heretofore filed as Exhibit 10.1 to the Trusts
current report on Form 8-K to the Securities and Exchange Commission filed on
August 22, 2006, is incorporated herein by reference. |
|
|
31.1 |
|
Certification by Ron E. Hooper, Senior Vice President and Trust
Administrator of Bank of America, Trustee of Permian Basin Royalty Trust, dated
August 4, 2010 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
|
Certificate by Bank of America, Trustee of Permian Basin
Royalty Trust, dated August 4, 2010 and submitted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). |
20
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 |
|
|
|
|
|
|
Trust Administrator |
|
|
Date: August 4, 2010
(The Trust has no directors or executive officers.)
21
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
|
|
|
|
|
|
4.1 |
|
|
Permian Basin Royalty Trust Indenture dated November 3,
1980, between Southland Royalty Company (now Burlington
Resources Oil & Gas Company LP) and The First National Bank
of Fort Worth (now Bank of America, N.A.), as Trustee,
heretofore filed as Exhibit (4)(a) to the Trusts Annual
Report on Form 10-K to the Securities and Exchange
Commission for the fiscal year ended December 31, 1980 is
incorporated herein by reference.* |
|
|
|
|
|
|
4.2 |
|
|
Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust) from Southland Royalty Company (now Burlington
Resources Oil & Gas Company LP) 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 Trusts Annual Report on
Form 10-K to the Securities and Exchange Commission for the
fiscal year ended December 31, 1980 is incorporated herein
by reference.* |
|
|
|
|
|
|
4.3 |
|
|
Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust Waddell Ranch) from Southland Royalty Company (now
Burlington Resources Oil & Gas Company LP) 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 Trusts Annual
Report on Form 10-K to the Securities and Exchange
Commission for the fiscal year ended December 31, 1980 is
incorporated herein by reference.* |
|
|
|
|
|
|
10.1 |
|
|
Registration Rights Agreement dated as of July 21, 2004 by
and between Burlington Resources Inc. and Bank of America,
N.A., as trustee of Permian Basin Royalty Trust, heretofore
filed as Exhibit 10.1 to the Trusts Quarterly Report on
Form 10-Q to the Securities and Exchange Commission for the
quarterly period ended June 30, 2004 is incorporated herein
by reference.* |
|
|
|
|
|
|
10.2 |
|
|
Underwriting Agreement dated December 15, 2005 among the
Permian Basin Royalty Trust, Burlington Resources, Inc.,
Burlington Resources Oil & Gas L.P. and Lehman Brothers
Inc. and Wachovia Capital Markets, LLC as representatives
of the several underwriters, heretofore filed as
Exhibit 10.1 to the Trusts current report on Form 8-K to
the Securities and Exchange Commission filed on
December 19, 2005, is incorporated herein by reference.* |
|
|
|
|
|
|
10.3 |
|
|
Underwriting Agreement dated August 2, 2005 among the
Permian Basin Royalty Trust, Burlington Resources, Inc.,
Burlington Resources Oil & Gas L.P. and Goldman Sachs & Co.
and Lehman Brothers Inc. as representatives of the several
underwriters, heretofore filed as Exhibit 10.1 to the
Trusts current report on Form 8-K to the Securities and
Exchange Commission filed on August 8, 2005, is
incorporated herein by reference.* |
22
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
|
|
|
|
|
|
10.4 |
|
|
Underwriting Agreement dated August 17, 2006, among Permian
Basin Royalty Trust, ConocoPhillips, Burlington Resources
Oil & Gas Company LP and Lehman Brothers Inc. and Wachovia
Capital Markets, LLC as representatives of the several
underwriters heretofore filed as Exhibit 10.1 to the
Trusts current report on Form 8-K to the Securities and
Exchange Commission filed on August 22, 2006, is
incorporated herein by reference.* |
|
|
|
|
|
|
31.1 |
|
|
Certification by Ron E. Hooper, Senior Vice President and
Trust Administrator of Bank of America, Trustee of Permian
Basin Royalty Trust, dated August 4, 2010 and submitted
pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
|
|
Certificate by Bank of America, Trustee of Permian Basin
Royalty Trust, dated August 4, 2010 and submitted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350). |
|
|
|
* |
|
A copy of this Exhibit is available to any Unit holder, at the actual cost of
reproduction, upon written request to the Trustee, U.S. Trust, Bank of America
Private Wealth Management, 901 Main Street, Dallas, Texas 75202. |
23