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 September 30, 2007
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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
(State or Other Jurisdiction of
Incorporation or Organization)
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75-6280532
(I.R.S. Employer Identification No.) |
Bank of America, N.A.
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 is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
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 November 1, 2007:
46,608,796.
TABLE OF CONTENTS
PERMIAN BASIN ROYALTY TRUST
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements included herein have been prepared by Bank of America, N.A. as
Trustee for the Permian Basin Royalty Trust, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote disclosures normally
included in annual financial statements have been condensed or omitted pursuant to such rules and
regulations, although the Trustee believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto included in the 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 September 30, 2007, and the distributable income for the three-month and nine-month periods ended September 30, 2007 and
2006 and the changes in trust corpus for the nine-month periods ended
September 30, 2007 and 2006 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, an independent registered public accounting firm, has made a limited review
of the condensed financial statements as of September 30, 2007 and for the three-month and
nine-month periods ended September 30, 2007 and 2006 as stated in their report included herein.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Unit Holders of Permian Basin Royalty Trust and
Bank of America, N.A., Trustee
We have reviewed the accompanying condensed statement of assets, liabilities and trust corpus of
Permian Basin Royalty Trust as of September 30, 2007, and the related condensed statements of
distributable income for the three-month and nine-month periods ended September 30, 2007 and 2006
and the changes in trust corpus for the nine-month periods ended
September 30, 2007 and 2006. 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 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, 2006, 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 13, 2007, 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, 2006, is fairly stated, in all material respects, in relation to the
statement of assets, liabilities and trust corpus from which it has been derived.
/s/ Deloitte & Touche LLP
Dallas, Texas
November 6, 2007
3
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
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September 30, |
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December 31, |
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2007 |
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2006 |
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(Unaudited) |
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(Unaudited) |
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ASSETS |
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Cash and short-term investments |
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$ |
6,576,732 |
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5,135,136 |
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Net overriding royalty interests in
producing oil and gas properties (net of
accumulated amortization of $9,639,410
and $9,536,002 at September 30, 2007 and
December 31, 2006, respectively) |
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1,335,806 |
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1,439,214 |
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TOTAL ASSETS |
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$ |
7,912,538 |
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6,574,350 |
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LIABILITIES AND TRUST CORPUS |
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Distribution payable to Unit holders |
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$ |
6,576,732 |
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5,135,136 |
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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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1,335,806 |
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1,439,214 |
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TOTAL LIABILITIES AND TRUST CORPUS |
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$ |
7,912,538 |
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6,574,350 |
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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 MONTHS ENDED |
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NINE MONTHS ENDED |
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September 30 |
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September 30 |
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2007 |
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2006 |
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2007 |
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2006 |
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Royalty income |
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$ |
18,000,323 |
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$ |
18,697,269 |
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$ |
45,320,284 |
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$ |
51,655,740 |
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Interest income |
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28,609 |
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31,634 |
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86,602 |
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95,350 |
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18,028,932 |
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18,728,903 |
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45,406,886 |
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51,751,090 |
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General and
administrative
expenditures |
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(99,342 |
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(152,561 |
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(743,962 |
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(677,389 |
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Distributable income |
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$ |
17,929,590 |
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$ |
18,576,342 |
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$ |
44,662,924 |
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$ |
51,073,701 |
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Distributable income per
Unit (46,608,796 Units) |
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$ |
.384683 |
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$ |
.398559 |
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$ |
.958251 |
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$ |
1.095795 |
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The accompanying notes are an integral part of these condensed statements.
5
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
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NINE MONTHS ENDED |
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September 30 |
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2007 |
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2006 |
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Trust corpus,
beginning of Period |
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$ |
1,439,214 |
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$ |
1,610,630 |
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Amortization of net
overriding royalty
interests |
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(103,408 |
) |
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(129,951 |
) |
Distributable income |
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44,662,924 |
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51,073,701 |
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Distributions declared |
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(44,662,924 |
) |
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(51,073,701 |
) |
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Total Trust Corpus,
end of period |
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$ |
1,335,806 |
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$ |
1,480,679 |
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Distributions per unit |
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$ |
.958251 |
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$ |
1.095795 |
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The accompanying notes are an integral part of these condensed statements.
6
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 (BRI) 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 interests 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 was 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
was 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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Trust expenses recorded are based on liabilities paid and cash reserves established
out of cash received or borrowed funds for liabilities and contingencies. |
7
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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 cannot reduce royalty income from other
conveyances, but is carried forward with accrued interest to be recovered from future
net proceeds of that conveyance. |
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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 under 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
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In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments an amendment of FASB Statements No. 133 Accounting for Derivative Instruments
and No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This statement resolves issues addressed in Statement 133 Implementation
Issue No. D1, Application of Statement 133 to Beneficial interests in Securitized Financial
Assets. This statement is effective for all financial instruments acquired or issued after
the beginning of an entitys first fiscal year that begins after September 15, 2006. The
Trust has no financial instruments and accordingly, the adoption of this new Standard did
not impact the financial statements of the Trust. |
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In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets
an amendment of FASB Statements No. 140 Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. This statement requires an entity to recognize a
servicing asset or servicing liability each time it undertakes an obligation to service a
financial asset by entering into a servicing contract in certain situations. This statement
is effective as of the beginning of an entitys first fiscal year that begins after
September 15, 2006. The adoption of this statement did not have an effect on the Trusts
financial statements. |
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In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes
recognized in the financial statements in accordance with SFAS No. 109, Accounting for
Income Taxes. FIN 48 is effective for fiscal years beginning after December 15, 2006. The
adoption of this statement did not have an effect on the Trusts financial statements. |
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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. This
statement is effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Trustee does not believe that the adoption of this statement will
have a material effect on the Trusts financial statements. |
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In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115. This statement
permits entities to chose to measure many financial instruments and certain other items at
fair value. This statement is effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007. The Trustee does not believe that the adoption of
this statement will have a material effect on the Trusts financial statements. |
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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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The Trustee assumes that some Trust Units are held by a middleman, 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). Therefore, the
Trustee considers the Trust to be a widely held fixed investment trust (WHFIT) for U.S.
federal income tax purposes. Bank of America, N.A., 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. |
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Unit holders should consult their tax advisors for further information. |
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, in May 2006, the State of Texas passed legislation to implement a new margin
tax at a rate of 1% to be imposed on gross revenues less certain deductions as specifically
set forth in the new legislation. The effective date of the new legislation is January 1,
2008, but the tax generally will be imposed on gross revenues generated in 2007 and
thereafter. Entities subject to tax generally include trusts unless otherwise exempt and
most other types of entities that provide limited liability protection. Trusts that meet
certain statutory requirements are generally exempt from the margin tax as passive
entities. Tex H.B. 3928, 80th Leg. R.S. (2007), which was recently passed by the Texas
legislature and signed by Governor Rick Perry on June 15, 2007, clarifies that the Trust is
exempt from margin tax as a passive entity. Accordingly, each Unit holder that is a
business entity subject to the margin tax will generally include its share of the Trusts
revenues in its own margin tax computation. |
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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 September 30, 2007, the Trust declared a distribution on October 19, 2007 of
$.147137 per unit payable on November 15, 2007, to Unit holders of record on October 31,
2007. |
Item 2. 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 is 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.
Trustee Brand Change
On
October 15, 2007, the Bank of America private wealth management group
officially became known as U.S. Trust, Bank of America Private
Wealth Management as a result of Bank of Americas acquisition
of U.S. Trust Corporation. This change is a brand name change only
and the legal entity that serves as the Trustee for the Trust will
continue to be Bank of America, N. A.
10
Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
For the quarter ended September 30, 2007 royalty income received by the Trust amounted to
$18,000,323 compared to royalty income of $18,697,269 during the third quarter of 2006. The
decrease in royalty income is primarily attributable to decreases in
oil prices and oil production but offset by increased gas prices and
gas production.
Interest income for the quarter ended September 30, 2007, was $28,609 compared to $31,635 during
the third quarter of 2006. The decrease in interest income is primarily attributable to lower
interest rates and less funds available for investment. General and administrative expenses during
the third quarter of 2007 amounted to $99,342 compared to $152,561 during the third quarter of
2006. The decrease in general and administrative expenses can be primarily attributed to the
timing of payment of expenses.
These transactions resulted in distributable income for the quarter ended September 30, 2007 of
$17,929,590 or $.384683 per Unit of beneficial interest. Distributions of $.116911, $.126665 and
$.141104 per Unit were made to Unit holders of record as of July 31, 2007, August 31, 2007 and
September 28, 2007, respectively. For the third quarter of 2006, distributable income was
$18,576,342, or $.398559 per Unit of beneficial interest.
Royalty income for the Trust for the third quarter of the calendar year is associated with actual
oil and gas production for the period of May, June and July 2007 from the properties from which the
Trusts net overriding royalty interests (Royalties) were carved. Oil and gas sales attributable
to the Royalties and the properties from which the Royalties were carved are as follows:
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Third Quarter |
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2007 |
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2006 |
Royalties: |
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Oil sales (Bbls) |
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188,507 |
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198,283 |
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Gas sales (Mcf) |
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901,602 |
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869,934 |
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Properties From Which The Royalties Were Carved: |
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Oil: |
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Total oil sales (Bbls) |
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294,548 |
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308,150 |
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Average per day (Bbls) |
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3,202 |
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3,349 |
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Average price per Bbl |
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$ |
61.78 |
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$ |
65.95 |
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Gas: |
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Total gas sales (Mcf) |
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1,611,556 |
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1,539,034 |
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Average per day (Mcf) |
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17,517 |
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16,729 |
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Average price per Mcf |
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$ |
8.02 |
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$ |
7.42 |
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The posted price of oil decreased to an average price per barrel of $61.78 per Bbl in the third
quarter of 2007, compared to $65.95 per Bbl in the third quarter of 2006. The Trustee has been
advised by ConocoPhillips that for the period of August 1, 1993, through September 30, 2007, the
oil from the Waddell Ranch properties was being sold under a competitive bid to a third
11
party. The average price of gas increased from $7.42 per Mcf in the third quarter of 2006 to $8.02
per Mcf in the third quarter of 2007 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
and gas sales volumes from the Underlying Properties (as defined in the Trusts Annual Report on
Form 10-K for the year ended December 31, 2006) decreased for the applicable period in 2007
compared to 2006.
Capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch
properties during the third quarter of 2007 totaled $2,936,440 as compared to $3,332,426 for the
third quarter of 2006. ConocoPhillips has informed the Trustee that the 2007 capital expenditures
budget has been revised to $19.6 million for the Waddell Ranch properties. The total amount of
capital expenditures for 2006 was $15.3 million. Through the third quarter of 2007, capital
expenditures of $11.5 million have been expended.
The
Trustee has been advised that there were no wells completed and only 1 drill well in progress, and
no workover wells completed and 1 workover well in progress, during the three months ended
September 30, 2007 as compared to 7 wells completed, 6 wells in progress, 6 workover wells
completed and 19 workover wells in progress for the three months ended September 30, 2006 on the
Waddell Ranch properties. There were no facility projects completed and no projects in progress
for the third quarter of 2007.
Lease operating expense and property taxes totaled $3.6 million for the third quarter of 2007,
compared to $3.4 million in the third quarter of 2006 on the Waddell Ranch properties. This
increase is primarily attributable to increased electrical costs and increased ad valorem taxes
paid for the third quarter in 2007.
Nine Months Ended September 30, 2007 and 2006
For the nine months ended September 30, 2007, royalty income received by the Trust amounted to
$45,320,284 compared to royalty income of $51,655,740 for the nine months ended September 30, 2006.
The decrease in royalty income is primarily due to a decrease in oil and gas prices in the first
nine months of 2007 compared to the first nine months in 2006. Interest income for the nine months
ended September 30, 2007 was $86,602 compared to $95,350 for the nine months ended September 30,
2006. The decrease in interest income is attributable primarily to a decrease in interest rates
and less funds available for investment. General and administrative expenses for the nine months
ended September 30, 2007 were $743,962. During the nine months ended September 30, 2006, general
and administrative expenses were $677,389. The increase in general and administrative expenses is
primarily due to enhanced Unit holder tax reporting to more Unit holders.
These transactions resulted in distributable income for the nine months ended September 30, 2007 of
$44,662,924, or $.958251 per Unit. For the nine months ended September 30, 2006, distributable
income was $51,073,701, or $1.095795 per Unit.
Royalty income for the Trust for the period ended September 30, 2007 is associated with actual oil
and gas production for the period November 2006 through July 2007 from the properties from
12
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:
|
|
|
|
|
|
|
|
|
|
|
First Nine Months |
|
|
2007 |
|
2006 |
Royalties: |
|
|
|
|
|
|
|
|
Oil sales (Bbls) |
|
|
524,564 |
|
|
|
574,593 |
|
Gas sales (Mcf) |
|
|
2,4111,577 |
|
|
|
2,420,037 |
|
|
|
|
|
|
|
|
|
|
Properties From Which The Royalties Were Carved: |
|
|
|
|
|
|
|
|
Oil: |
|
|
|
|
|
|
|
|
Total oil sales (Bbls) |
|
|
881,724 |
|
|
|
912,712 |
|
Average per day (Bbls) |
|
|
3,230 |
|
|
|
3,343 |
|
Average price per Bbl |
|
$ |
56.41 |
|
|
$ |
59.43 |
|
Gas: |
|
|
|
|
|
|
|
|
Total gas sales (Mcf) |
|
|
4,763,647 |
|
|
|
4,394,940 |
|
Average per day (Mcf) |
|
|
17,449 |
|
|
|
16,099 |
|
Average price per Mcf |
|
$ |
7.31 |
|
|
$ |
8.05 |
|
The average price of oil decreased during the nine months ended September 30, 2007 to $56.41 per
barrel compared to $59.43 per barrel for the same period in 2006. The decrease in the average
price of oil is primarily due to decreased demand in 2007, caused by a worldwide market conditions.
The decrease in the average price of gas from $8.05 per Mcf for the nine months ended September
30, 2006 to $7.31 per Mcf for the nine months ended September 30, 2007 is primarily the result of
an decrease 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 remained relatively constant for the applicable period of 2007 compared to 2006.
Capital expenditures for the Waddell Ranch properties for the nine months ended September 30, 2007
totaled $11.5 million compared to $9.6 million for the same period in 2006. ConocoPhillips has
previously advised the Trust that the remaining 2007 capital expenditures budget for the Waddell
Ranch properties is $8.1 million.
The Trust
has been advised that 13 wells were drilled and completed and only 1 well to be completed on
the Waddell Ranch properties during the nine months ended September 30, 2007, as compared to 15
wells drilled and completed and 6 wells to be completed on the Waddell Ranch Properties during the
nine months ended September 30, 2006. Approximately 22 workover wells were completed and
approximately 1 workover well was in progress as of September 30, 2007. Approximately 1 facilities
project was completed and 0 facilities projects were in progress.
Lease operating expense and property taxes totaled $11.2 million in 2007 compared to $10.4 million
for the same period in 2006. The increase in lease operating expense is primarily attributable to
higher electrical costs than in 2006 and increased property taxes.
13
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
September 30, 2007 and 2006, respectively, were computed as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED SEPTEMBER 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
WADDELL |
|
|
TEXAS |
|
|
WADDELL |
|
|
TEXAS |
|
|
|
RANCH |
|
|
ROYALTY |
|
|
RANCH |
|
|
ROYALTY |
|
|
|
PROPERTIES |
|
|
PROPERTIES |
|
|
PROPERTIES |
|
|
PROPERTIES |
|
Gross proceeds of sales from the
Underlying Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil proceeds |
|
$ |
12,973,597 |
|
|
$ |
5,222,568 |
|
|
$ |
14,384,090 |
|
|
$ |
5,937,295 |
|
Gas proceeds |
|
|
11,539,620 |
|
|
|
1,386,647 |
|
|
|
10,074,892 |
|
|
|
1,340,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
24,513,217 |
|
|
|
6,609,215 |
|
|
|
24,458,982 |
|
|
|
7,278,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
|
563,061 |
|
|
|
198,641 |
|
|
|
626,555 |
|
|
|
202,914 |
|
Gas |
|
|
859,692 |
|
|
|
90,839 |
|
|
|
677,834 |
|
|
|
90,410 |
|
Lease operating expense and
property tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas |
|
|
3,740,591 |
|
|
|
330,000 |
|
|
|
3,379,091 |
|
|
|
285,000 |
|
Capital expenditures |
|
|
2,936,440 |
|
|
|
|
|
|
|
3,332,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,099,784 |
|
|
|
619,480 |
|
|
|
8,015,906 |
|
|
|
578,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profits |
|
|
16,413,433 |
|
|
|
5,989,735 |
|
|
|
16,443,076 |
|
|
|
6,699,960 |
|
Net overriding royalty interests |
|
|
75 |
% |
|
|
95 |
% |
|
|
75 |
% |
|
|
95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty income |
|
$ |
12,310,075 |
|
|
$ |
5,690,248 |
|
|
$ |
12,332,307 |
|
|
$ |
6,364,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
generally accepted in the United States of America (GAAP). Preparation of the Trusts financial
statements on such basis includes the following:
14
|
|
|
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 the 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.
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 third
quarter of 2007 generally reflects the proceeds associated with actual oil and gas production for
the period of May, June and July 2007.
Reserve Disclosure
As of January 1, 2007, independent petroleum engineers estimated the net proved reserves
attributable to the royalty interests. In accordance with Statement of Financial Standards No. 69,
Disclosures About Oil and Gas Producing Activities, estimates of future net revenues from proved
reserves have been prepared using year-end contractual gas prices and related costs. Numerous
uncertainties 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 not aware of any
such items as of September 30, 2007.
15
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 Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments
an amendment of FASB Statements No. 133 Accounting for Derivative Instruments and No. 140
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This
statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of
Statement 133 to Beneficial interests in Securitized Financial Assets. This statement is effective
for all financial instruments acquired or issued after the beginning of an entitys first fiscal
year that begins after September 15, 2006. The Trust has no financial instruments and accordingly,
the adoption of this new Standard did not impact the financial statements of the Trust.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets an
amendment of FASB Statements No. 140 Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. This statement requires an entity to recognize a servicing asset or
servicing liability each time it undertakes an obligation to service a financial asset by entering
into a servicing contract in certain situations. This statement is effective as of the beginning of
an entitys first fiscal year that begins after September 15, 2006. The adoption of this statement
did not have an effect on the Trusts financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the
financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The adoption of this statement did
not have an effect on the Trusts financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. This statement is
effective for financial statements issued for fiscal years beginning after November 15, 2007. The
Trustee does not believe that the adoption of this statement will have a material effect on the
Trusts financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115. This statement permits
entities to chose to measure many financial instruments and certain other items at fair value.
This statement is effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Trustee does not believe that the adoption of this statement will have a
material effect on the Trusts financial statements.
16
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, 2006.
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 control and procedures are effective in timely alerting the
Trustee to material information relating to the Trust required to be included in the Trusts
periodic filings with the Securities and Exchange Commission. 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.
17
PART II OTHER INFORMATION
Items 1 through 5.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
|
|
|
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 filed on Form 8-K to the Securities and Exchange
Commission filed on December 19, 2005 is incorporated herein by reference. |
18
|
|
|
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 filed 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
November 7, 2007 and submitted pursuant to Rule 13a-14(a)/15d-14(a). |
|
|
|
32.1
|
|
Certificate by Bank of America, Trustee of Permian Basin
Royalty Trust, dated November 7, 2007 and submitted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |
19
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 and Trust Administrator |
|
|
|
|
|
|
Bank of America, N.A. |
|
|
Date:
November 7, 2007
(The Trust has no directors or executive officers.)
20
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 filed 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 filed on Form 8-K to the Securities
and Exchange Commission filed on August 8, 2005, is
incorporated herein by reference. |
21
|
|
|
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 November 7, 2007 and submitted
pursuant to Rule 13a-14(a)/15d-14(a). |
|
|
|
32.1
|
|
Certificate by Bank of America, Trustee of Permian Basin
Royalty Trust, dated November 7, 2007 and submitted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
* |
|
A copy of this Exhibit is available to any Unit holder, at the actual cost of
reproduction, upon written request to the Trustee, Bank of America, N.A., 901 Main Street, Dallas, Texas 75202. |
22