þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Texas | 75-6280532 | |||
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |||
Incorporation or Organization) | ||||
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March 31, | ||||||||
2007 | December 31, | |||||||
(Unaudited) | 2006 | |||||||
ASSETS |
||||||||
Cash and short-term investments |
$ | 4,664,349 | $ | 5,135,136 | ||||
Net overriding royalty interests in
producing oil and gas properties (net
of accumulated amortization of
$9,571,673, and $9,536,002 at March
31, 2007 and December 31, 2006,
respectively) |
1,403,543 | 1,439,214 | ||||||
TOTAL ASSETS |
$ | 6,067,892 | $ | 6,574,350 | ||||
LIABILITIES AND TRUST CORPUS |
||||||||
Distribution payable to Unit holders |
$ | 4,664,349 | $ | 5,135,136 | ||||
Commitments and contingencies |
||||||||
Trust
corpus 46,608,796 Units of
beneficial interest authorized and
outstanding |
1,403,543 | 1,439,214 | ||||||
TOTAL LIABILITIES
AND TRUST CORPUS |
$ | 6,067,892 | $ | 6,574,350 | ||||
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THREE MONTHS ENDED | THREE MONTHS ENDED | |||||||
March 31, 2007 | March 31, 2006 | |||||||
Royalty income |
$ | 13,900,543 | $ | 18,917,927 | ||||
Interest income |
30,785 | 35,513 | ||||||
$ | 13,931,328 | $ | 18,953,440 | |||||
General and
administrative
expenditures |
(322,276 | ) | (300,467 | ) | ||||
Distributable income |
$ | 13,609,052 | $ | 18,652,973 | ||||
Distributable
income per Unit
(46,608,796 Units) |
$ | .29 | $ | .40 | ||||
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THREE MONTHS ENDED | THREE MONTHS ENDED | |||||||
March 31, 2007 | March 31, 2006 | |||||||
Trust corpus, beginning of period |
$ | 1,439,214 | $ | 1,610,630 | ||||
Amortization of net overriding
royalty interests |
(35,671 | ) | (40,474 | ) | ||||
Distributable income |
13,609,052 | 18,652,973 | ||||||
Distributions declared |
(13,609,052 | ) | (18,652,973 | ) | ||||
Total Trust Corpus, end of period |
$ | 1,403,543 | $ | 1,570,156 | ||||
Distributions per Unit |
$ | .29 | $ | .40 | ||||
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1. | BASIS OF ACCOUNTING | |
The Permian Basin Royalty Trust (Trust) was established as of November 1, 1980. The net overriding royalties conveyed to the Trust include: (1) a 75% net overriding royalty carved out of Southland Royalty 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: |
| 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. | ||
As was previously reported, in February 1997, BROG sold its interest in the Texas Royalty properties to Riverhill Energy. | |||
The Trustee has been advised that in the first quarter of 1998, STC acquired all of the shares of stock of Riverhill Capital. Prior to such acquisition by STC, CMC |
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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. | |||
| Trust expenses recorded are based on liabilities paid and cash reserves established out of cash received or borrowed funds for liabilities and contingencies. | ||
| Distributions to Unit holders are recorded when declared by the Trustee. | ||
| Royalty income is computed separately for each of the conveyances under which the Royalties were conveyed to the Trust. If monthly costs exceed revenues for any conveyance (excess costs), such excess cannot reduce royalty income from other conveyances, but is carried forward with accrued interest to be recovered from future net proceeds of that conveyance. |
The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) because revenues are not accrued in the month of production and certain cash reserves may be established for contingencies which would not be accrued 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 | ||
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 |
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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. |
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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 choose 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. | ||
2. | FEDERAL INCOME TAXES | |
For Federal income tax purposes, the Trust constitutes a fixed investment trust which is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. The Unit holders are considered to own the 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. | ||
The Royalties constitute economic interests in oil and gas properties for Federal income tax purposes. Unit holders must report their share of the revenues from the Royalties as ordinary income from oil and gas royalties and are entitled to claim depletion with respect to such income. | ||
The Trust has on file technical advice memoranda confirming the tax treatment described above. | ||
The classification of the 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. | ||
Unit holders should consult their tax advisors for further information. | ||
3. | STATE TAX CONSIDERATIONS | |
All revenues from the Trust are from sources within Texas, which has no individual income tax. However, the franchise tax currently imposed by the state of Texas on corporations (the definition of which generally includes limited liability companies) is partly based on federal taxable income, which will include income from the Trust. | ||
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. Trusts that meet certain statutory requirements are generally from the margin tax as passive entities. Although the income of the Trust is passive as it consists primarily of net overriding royalty interests (or net profits interests), there is no clear authority that the Trust satisfies all the margin tax statutory requirements for the exemption for passive entities to apply. Therefore, pending additional legislative action or the issuance of applicable administrative rules promulgated by the Texas Comptroller, it is uncertain whether the Trust would be exempt from the margin tax as a passive entity or subject to the margin tax at the Trust level. Approximately 100% of the Trusts net profits interest income is generated in Texas. | ||
If the Trust is exempt from the margin tax at the trust level as a passive entity, each Unit holder that is a business entity subject to the margin tax would generally include its share of the Trusts revenues in its margin tax computation. If, however, the margin tax is imposed on the Trust at the trust level, each Unit holder would generally exclude its share |
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of the Trusts revenues from its margin tax calculation. Each Unit holder that is a business entity is urged to consult his own tax advisor regarding the requirements for filing state income, franchise and margin tax returns. | ||
4. | SUBSEQUENT EVENTS | |
Subsequent to March 31, 2007, the Trust declared a distribution on April 20, 2007 of $.088668 payable on May 14, 2007, to Unit holders of record on April 30, 2007. |
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First Quarter | ||||||||
2007 | 2006 | |||||||
Production: |
||||||||
Oil sales (Bbls) |
174,617 | 205,912 | ||||||
Gas sales (Mcf) |
769,291 | 895,338 | ||||||
Product Sales From Which The Royalties Were
Carved: |
||||||||
Oil: |
||||||||
Total oil sales (Bbls) |
296,785 | 302,938 | ||||||
Average per day (Bbls) |
3,226 | 3,293 | ||||||
Average price per Bbl |
$ | 51.98 | $ | 54.79 | ||||
Gas: |
||||||||
Total gas sales (Mcf) |
1,503,430 | 1,421,963 | ||||||
Average per day (Mcf) |
16,342 | 15,456 | ||||||
Average price per Mcf |
$ | 7.14 | $ | 9.56 |
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THREE MONTHS ENDED MARCH 31, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
WADDELL | TEXAS | WADDELL | TEXAS | |||||||||||||
RANCH | ROYALTY | RANCH | ROYALTY | |||||||||||||
PROPERTIES | PROPERTIES | PROPERTIES | PROPERTIES | |||||||||||||
Gross proceeds of sales from
the Underlying Properties |
||||||||||||||||
Oil proceeds |
$ | 10,831,004 | $ | 4,596,400 | $ | 11,900,526 | $ | 4,697,518 | ||||||||
Gas proceeds |
9,505,577 | 1,225,083 | 11,930,222 | 1,666,686 | ||||||||||||
Total |
20,336,580 | 5,821,483 | 23,830,748 | 6,364,204 | ||||||||||||
Less: |
||||||||||||||||
Severance tax: |
||||||||||||||||
Oil |
464,446 | 169,919 | 508,772 | 187,339 | ||||||||||||
Gas |
600,633 | 78,235 | 726,302 | 111,920 | ||||||||||||
Other |
159,926 | |||||||||||||||
Lease operating expense and
property tax: |
||||||||||||||||
Oil and gas |
4,052,346 | 589,947 | 3,695,189 | 599,993 | ||||||||||||
Capital expenditures |
2,794,808 | | 598,857 | | ||||||||||||
Total |
7,912,235 | 998,026 | 5,529,120 | 899,252 | ||||||||||||
Net profits |
12,424,346 | 4,823,457 | 18,301,629 | 5,464,953 | ||||||||||||
Net overriding royalty interests |
75 | % | 95 | % | 75 | % | 95 | % | ||||||||
Royalty income |
$ | 9,318,259 | $ | 4,582,284 | $ | 13,726,222 | $ | 5,191,705 | ||||||||
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| 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). |
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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 |
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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. | ||
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 May 9, 2007 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 May 9, 2007 and submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). |
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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. |
||||
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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 |
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Exhibit | ||
Number | Exhibit | |
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.* | |
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 May 9, 2007 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 May 9, 2007 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, Bank of America, N.A., 901 Main Street, Dallas, Texas 75202. |
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