PERMIAN BASIN ROYALTY TRUST - Quarter Report: 2004 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the Quarterly Period ended June 30, 2004

For the transition period from                                        to                                       

Commission file number 1-8033

PERMIAN BASIN ROYALTY TRUST

Bank of America, N.A.
Trust Department
901 Main Street
Dallas, Texas 75202
(Address of Principal Executive
Offices; Zip Code)

(214) 209-2400
(Registrant’s 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 [ X ]  No [   ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes [ X ]  No [   ]

     Number of Units of beneficial interest of the Trust outstanding at August 1, 2004: 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 Trust’s latest annual report on Form 10-K. In the opinion of the Trustee, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the assets, liabilities and trust corpus of the Permian Basin Royalty Trust at June 30, 2004, and the distributable income and changes in trust corpus for the three-month and six-month periods ended June 30, 2004 and 2003 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 June 30, 2004 and for the three-month and six-month periods ended June 30, 2004 and 2003 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 June 30, 2004, and the related condensed statements of distributable income for the three-month and six-month periods ended June 30, 2004 and 2003 and changes in trust corpus for the three-month and six-month periods ended June 30, 2004 and 2003. These condensed financial statements are the responsibility of the Trustee.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with 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, 2003, 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 9, 2004, 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, 2003, 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
August 2, 2004

3

PERMIAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

The accompanying notes to condensed financial statements are an integral part of these financial statements.

4

PERMIAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)

The accompanying notes to condensed financial statements are an integral part of these financial statements.

5

PERMIAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)

The accompanying notes to condensed financial statements are an integral part of these financial statements.

6

PERMIAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)

The accompanying notes to condensed financial statements are an integral part of these financial statements.

7

PERMIAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)

The accompanying notes to condensed financial statements are an integral part of these financial statements.

8

PERMIAN BASIN ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF ACCOUNTING

The Permian Basin Royalty Trust (“Trust”) was established as of November 1, 1980. The net overriding royalties conveyed to the Trust include: (1) a 75% net overriding royalty carved out of Southland Royalty Company’s fee mineral interests in the Waddell ranch in Crane County, Texas (the “Waddell Ranch properties”); and (2) a 95% net overriding royalty carved out of Southland Royalty Company’s major producing royalty interests in Texas (the “Texas Royalty properties”). The net overriding royalty for the Texas Royalty properties is subject to the provisions of the lease agreements under which such royalties were created. The financial statements of the Trust are prepared on the following basis:

9

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. Amortization of the Royalty Interests calculated on a unit-of-production basis is charged directly to trust corpus.

2. FEDERAL INCOME TAXES

For Federal income tax purposes, the Trust constitutes a fixed investment trust which is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. The Unit holders are considered to own the Trust’s income and principal as though no trust were in existence. The income of the Trust is deemed to have been received or accrued by each Unit holder at the time such income is received or accrued by the Trust 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 Trust’s 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.

Unit holders should consult their tax advisors for further information.

3. SUBSEQUENT EVENTS

Subsequent to June 30, 2004, the Trust declared a distribution on July 16, 2004 of $.077787 payable on August 13, 2004, to Unit holders of record on July 30, 2004.

Item 2. Trustee’s Discussion And Analysis

Forward Looking Information

Certain information included in this report contains, and other materials filed or to be filed by the Trust with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward

10

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 Trustee’s 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, 2004 Compared to Three Months Ended June 30, 2003

For the quarter ended June 30, 2004 royalty income received by the Trust amounted to $9,045,654 compared to royalty income of $8,569,350 during the second quarter of 2003. The increase in royalty income is primarily attributable to significant increases in both oil and gas prices.

Interest income for the quarter ended June 30, 2004, was $3,154 compared to $3,400 during the second quarter of 2003. The decrease in interest income is primarily attributable to lower interest rates. General and administrative expenses during the second quarter of 2004 amounted to $144,076 compared to $147,705 during the first quarter of 2003. The decrease in general and administrative expenses can be primarily attributed to the timing of payment of year end expenses.

These transactions resulted in distributable income for the quarter ended June 30, 2004 of $8,904,732, or $.19 per Unit of beneficial interest. Distributions of $.059152, $.068610 and $.063289 per Unit were made to Unitholders of record as of April 30, 2004, May 28, 2004 and June 30, 2004, respectively. For the second quarter of 2003, distributable income was $8,425,045 or $.18 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 2004 from the properties from which the Trust’s 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:

11

The posted price of oil increased to an average price per barrel of $33.89 per Bbl in the second quarter of 2004 compared to $29.09 per Bbl in the second quarter of 2003. The Trustee has been advised by BROG that for the period of August 1, 1993, through June 30, 2004, the oil from the Waddell Ranch properties was being sold under a competitive bid to a third party. The average price of gas decreased from $5.30 per Mcf in the second quarter of 2003 to $4.98 per Mcf in the second quarter of 2004 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 decreased for the applicable period in 2004 compared to 2003.

Capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch properties during the second quarter of 2004 totaled $2,680,000 as compared to $2,589,000 for the second quarter of 2003. BROG has informed the Trustee that the 2004 capital expenditures budget has been revised to $13.2 million for the Waddell Ranch. The total amount of capital expenditures for 2003 was $9.1 million. Through the second quarter of 2004, capital expenditures of $2.7 million have been expended.

The Trustee has been advised that there were no wells completed and 4 wells in progress and 31 workover wells in progress during the three months ended June 30, 2004 as compared to no wells completed or in progress and 11 workover wells completed and 46 workover wells in progress for the three months ended June 30, 2003 on the Waddell Ranch properties.

Lease operating expense and property taxes totaled $2.4 million for the second quarter of 2004, compared to $2.6 million in the second quarter of 2003 on the Waddell Ranch properties. This decrease is primarily attributable to reduced maintenance costs for the quarter in 2004.

12

Six Months Ended June 30, 2004 and 2003

For the six months ended June 30, 2004, royalty income received by the Trust amounted to $18,252,328 compared to royalty income of $15,552,724 for the six months ended June 30, 2003. The increase in royalty income is primarily due to an increase in oil and gas prices in the first six months of 2004, compared to the first six months in 2003. Interest income for the six months ended June 30, 2004 was $6,652 compared to $6,935 for the six months ended June 30, 2003. The decrease in interest income is attributable primarily to a decrease in interest rate. General and administrative expenses for the six months ended June 30, 2004 were $328,101. During the six months ended June 30, 2003, general and administrative expenses were $365,133. The decrease in general and administrative expenses is primarily due to timing differences in the receipt and payment of these expenses.

These transactions resulted in distributable income for the six months ended June 30, 2004 of $17,930,879, or $.38, per Unit. For the six months ended June 30, 2003, distributable income was $15,194,526 or $.33 per Unit.

Royalty income for the Trust for the period ended June 30, 2004 is associated with actual oil and gas production for the period November 2003 through April 2004 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:

The average price of oil increased during the six months ended June 30, 2004 to $31.84 per barrel compared to $28.95 per barrel for the same period in 2003. The increase in the average price of oil is primarily due to increased demand in 2004, caused by a worldwide market demand. The increase in the average price of gas from $4.64 per Mcf for the six months ended June 30, 2003 to $4.92 per Mcf for the six months ended June 30, 2004 is primarily the result of an increase in the spot prices of natural gas.

13

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 2004 compared to 2003.

Capital expenditures for the Waddell Ranch properties for the six months ended June 30, 2004 totaled $3.4 million compared to $5.5 million for the same period in 2003. BROG has previously advised the Trust that the remaining 2004 capital expenditures budget for the Waddell Ranch properties is $5.1 million.

The Trust has been advised that there were no gross nor net productive oil wells were drilled and completed on the Waddell Ranch properties during the six months ended June 30, 2004 and 2 gross and 1 net productive oil wells were drilled and completed on the Waddell Ranch properties during the six months ended June 30, 2003.

Lease operating expense and property taxes totaled $4.7 million in 2004 compared to $5.1 million in 2003. The decrease in lease operating expense is primarily attributable to less workover activity and higher electrical costs than in 2003.

Calculation of Royalty Income

The Trust’s royalty income is computed as a percentage of the net profit from the operation of the properties in which the Trust owns net overriding royalty interests. These percentages of net profits are 75% and 95% in the case of the Waddell Ranch properties and the Texas Royalty properties, respectively. Royalty income received by the Trust for the three months ended June 30, 2004 and 2003, respectively, were computed as shown in the table below:

14

Critical Accounting Policies and Estimates

The Trust’s 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 Trust’s 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. Preparation of the Trust’s financial statements on such basis includes the following:

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 are established rather than on the accrual basis, and amortization of the Royalty Interests is not charged against operating results.

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 entitlements basis, from natural gas produced and sold for the twelve-month period ended September 30th in that calendar year. Royalty income received by the Trust in the second quarter of 2004 generally reflects the proceeds, on an entitlements basis, from natural gas produced and sold in the first quarter of 2004.

15

Reserve Disclosure

As of January 1, 2004, independent petroleum engineers estimated the net proved reserves attributable to the Royalty Interests. In accordance with Statement of Financial Standards No. 69, “Disclosure 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 aware of no such items as of June 30, 2004.

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 effect the reported amounts of certain assets, liabilities, revenues and expenses as of and for the reporting period. Actual results may differ from such estimates.

Item 3. Qualitative And Quantitative Disclosures About Market Risk

There have been no material changes in the Trust’s market risk, as disclosed in the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2003.

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 Trust’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure control and procedures are effective in timely alerting the Trustee to material information relating to the Trust required to be included in the Trust’s 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, the owner of the Waddell Ranch properties, and River Hill Energy Corporation, the owner of the Texas Royalty properties. There has not been any change in the Trust’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

16

PART II - OTHER INFORMATION

Items 1 through 5.

Not applicable.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

17

     (b) Reports on Form 8-K

     The Trust did not file any reports on Form 8-K during the second quarter of 2004; however, the following reports on Form 8-K were “furnished” to the SEC during the second quarter:

On April 21, 2004, the Trust furnished a report on Form 8-K indicating that the Trust issued a press release announcing its monthly cash distribution to Unit holders of record on April 30, 2004.

On May 19, 2004, the Trust furnished a report on Form 8-K indicating that the Trust issued a press release announcing its monthly cash distribution to Unit holders of record on May 28, 2004.

On June 23, 2004, the Trust furnished a report on Form 8-K indicating that the Trust issued a press release announcing its monthly cash distribution to Unit holders of record on June 30, 2004.

18

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.

Date: August 4, 2004

(The Trust has no directors or executive officers.)

19

INDEX TO EXHIBITS

20