PERMIAN BASIN ROYALTY TRUST - Quarter Report: 2006 June (Form 10-Q)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period ended June 30, 2006
o | 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)
Texas | 75-6280532 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
Incorporation or Organization) |
Bank of America, N.A.
Trust Department
901 Main Street
Dallas, Texas 75202
(Address of Principal Executive
Offices; Zip Code)
Trust Department
901 Main Street
Dallas, Texas 75202
(Address of Principal Executive
Offices; Zip Code)
(214) 209-2400
(Registrants Telephone Number, Including Area Code)
(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 August 1, 2006:
46,608,796.
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PERMIAN BASIN ROYALTY TRUST
PART I FINANCIAL INFORMATION
Item1. Financial Statements
The condensed financial statements included herein have been prepared by Bank of America, N.A. as
Trustee for the Permian Basin Royalty Trust, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote disclosures normally
included in annual financial statements have been condensed or omitted pursuant to such rules and
regulations, although the Trustee believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto included in the Trusts
latest annual report on Form 10-K. In the opinion of the Trustee, all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the assets, liabilities and trust
corpus of the Permian Basin Royalty Trust at June 30, 2006, and the distributable income and
changes in trust corpus for the three-month and six-month periods ended June 30, 2006 and 2005 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, 2006 and for the three-month and six-month
periods ended June 30, 2006 and 2005 included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Unit Holders of Permian Basin Royalty Trust and
Bank of America, N.A., Trustee
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, 2006, and the related condensed statements of
distributable income for the three-month and six-month periods ended June 30, 2006 and 2005 and
changes in trust corpus for the three-month and six-month periods ended June 30, 2006 and 2005.
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, 2005, 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 14, 2006, 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, 2005, 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 7, 2006
August 7, 2006
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and short-term investments |
$ | 4,924,094 | $ | 7,264,048 | ||||
Net overriding royalty interests in
producing oil and gas properties (net of
accumulated amortization of $9,447,917
and $9,364,586 at June 30, 2006 and
December 31, 2005, respectively) |
1,527,299 | 1,610,630 | ||||||
TOTAL ASSETS |
$ | 6,451,393 | $ | 8,874,678 | ||||
LIABILITIES AND TRUST CORPUS |
||||||||
Distribution payable to Unit holders |
$ | 4,924,094 | $ | 7,264,048 | ||||
Commitments and contingencies |
||||||||
Trust corpus - 46,608,796 Units of
beneficial interest authorized and
outstanding |
1,527,299 | 1,610,630 | ||||||
TOTAL LIABILITIES
AND TRUST CORPUS |
$ | 6,451,393 | $ | 8,874,678 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
THREE | THREE | |||||||
MONTHS | MONTHS | |||||||
ENDED | ENDED | |||||||
June 30, 2006 | June 30, 2005 | |||||||
Royalty income |
$ | 14,040,544 | $ | 12,746,016 | ||||
Interest income |
28,202 | 11,569 | ||||||
14,068,746 | 12,757,585 | |||||||
General and administrative
expenditures |
(224,361 | ) | (237,206 | ) | ||||
Distributable income |
$ | 13,844,385 | $ | 12,520,379 | ||||
Distributable income per Unit
(46,608,796 Units) |
$ | .297034 | $ | .268627 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
SIX | SIX | |||||||
MONTHS | MONTHS | |||||||
ENDED | ENDED | |||||||
June 30, 2006 | June 30, 2005 | |||||||
Royalty income |
$ | 32,958,471 | $ | 26,277,087 | ||||
Interest income |
63,715 | 23,043 | ||||||
33,022,186 | 26,300,130 | |||||||
General and administrative
expenditures |
(524,827 | ) | (535,899 | ) | ||||
Distributable income |
$ | 32,497,359 | $ | 25,764,231 | ||||
Distributable income per Unit
(46,608,796 Units) |
$ | .697237 | $ | .552776 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
THREE | THREE | |||||||
MONTHS | MONTHS | |||||||
ENDED | ENDED | |||||||
June 30, 2006 | June 30, 2005 | |||||||
Trust corpus, beginning of
Period |
$ | 1,570,156 | $ | 1,745,977 | ||||
Amortization of net overriding
royalty interests |
(42,857 | ) | (40,271 | ) | ||||
Distributable income |
13,844,385 | 12,520,379 | ||||||
Distributions declared |
(13,844,385 | ) | (12,520,379 | ) | ||||
Total Trust Corpus, end of
period |
$ | 1,527,299 | $ | 1,705,706 | ||||
Distributions per Unit |
$ | .297034 | $ | .268627 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
SIX | SIX | |||||||
MONTHS | MONTHS | |||||||
ENDED | ENDED | |||||||
June 30, 2006 | June 30, 2005 | |||||||
Trust corpus, beginning of Period |
$ | 1,610,630 | $ | 1,795,267 | ||||
Amortization of net overriding
royalty interests |
(83,331 | ) | (89,561 | ) | ||||
Distributable income |
32,497,359 | 25,764,231 | ||||||
Distributions declared |
(32,497,359 | ) | (25,764,231 | ) | ||||
Total Trust Corpus, end of
period |
$ | 1,527,299 | $ | 1,705,706 | ||||
Distributions per Unit |
$ | .697237 | $ | .552776 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
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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 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 Burlington Resources Inc. (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. | ||
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 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. |
| On March 31, 2006, ConocoPhillips announced that it had completed an acquisition of BRI. |
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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. | ||
| 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 in financial statements. 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 amended 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 impact of this new Standard will not impact the financial statements of the Trust. | ||
In March 2006, the FASB amended 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 Trust does not believe the adoption of this statement will have a material effect on its financial statements. | ||
In July 2006, the Financial Accounting Standards Board (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 Trust does not believe that the adoption of this statement will have a material effect on its 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 |
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time such income is received or accrued by the Trust and not when distributed 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. | ||||
Unit holders should consult their tax advisors for further information. |
3. | SUBSEQUENT EVENTS | |
Subsequent to June 30, 2006, the Trust declared a distribution on July 21, 2006 of $.129940 per unit payable on August 14, 2006, to Unit holders of record on July 31, 2006. | ||
4. | 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. | ||
The Texas legislature recently passed H.B. 3, 79th Leg., 3d C.S. (2006), which was signed into law on May 18, 2006. H.B. 3 significantly reforms the Texas franchise tax system and replaces it with a new Texas margin tax system. The margin tax expands the type of entities subject to tax to generally include all active business entities, including corporations and limited liability companies currently subject to the franchise tax. The new margin tax also will apply to the following common entity types that are not currently subject to tax: general and limited partnerships (unless otherwise exempt), limited liability partnerships, trusts (unless otherwise exempt), business trusts, business associations, professional associations, joint stock companies, holding companies, and joint ventures. The effective date of the margin tax is January 1, 2008, but the tax generally will be imposed on gross revenues generated in 2007 and thereafter. | ||
Trusts and partnerships that meet statutory requirements and receive at least 90% of their gross income from designated sources, including royalties from mineral properties, and do not receive more than 10% of their income from operating an active trade or business, are generally exempt from the margin tax as passive entities. Although the income of the Trust consists primarily of royalty income from the sale of crude oil and natural gas, there is no clear authority that the Trust satisfies all the margin tax statutory requirements for the exemption for passive entities to apply. Therefore, prior to clarification by additional legislative action or the issuance of applicable administrative rules promulgated by the Texas |
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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. | ||
If the Trust is exempt from the margin tax at the trust level as a passive entity, each Unit holder that is a taxable entity 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 of the Trusts revenues from its margin tax calculation. Each purchaser is urged to consult his own tax advisor regarding the requirements for filing state income, franchise and margin tax returns. |
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.
Texas
Margin Tax
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. |
The Texas legislature recently passed H.B. 3, 79th Leg., 3d C.S. (2006), which was signed into law on May 18, 2006. H.B. 3 significantly reforms the Texas franchise tax system and replaces it with a new Texas margin tax system. The margin tax expands the type of entities subject to tax to generally include all active business entities, including corporations and limited liability companies currently subject to the franchise tax. The new margin tax also will apply to the following common entity types that are not currently subject to tax: general and limited partnerships (unless otherwise exempt), limited liability partnerships, trusts (unless otherwise exempt), business trusts, business associations, professional associations, joint stock companies, holding companies, and joint ventures. The effective date of the margin tax is January 1, 2008, but the tax generally will be imposed on gross revenues generated in 2007 and thereafter. |
Trusts and partnerships that meet statutory requirements and receive at least 90% of their gross income from designated sources, including royalties from mineral properties, and do not receive more than 10% of their income from operating an active trade or business, are generally exempt from the margin tax as passive entities. Although the income of the Trust consists primarily of royalty income from the sale of crude oil and natural gas, there is no clear authority that the Trust satisfies all the margin tax statutory requirements for the exemption for passive entities to apply. Therefore, prior to clarification by additional legislative action or the issuance of applicable administrative rules promulgated by the Texas |
Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005
For the quarter ended June 30, 2006 royalty income received by the Trust amounted to $14,040,544
compared to royalty income of $12,746,016 during the second quarter of 2005. 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, 2006, was $28,202 compared to $11,569 during the
second quarter of 2005. The increase in interest income is primarily attributable to higher
interest rates and more funds available for investment. General and administrative expenses during
the second quarter of 2006 amounted to $224,361 compared to $237,206 during the second quarter of
2005. The decrease in general and administrative expenses can be primarily attributed to decreased
expenses due to implementation and compliance with the Sarbanes-Oxley Act.
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These
transactions resulted in distributable income for the quarter ended
June 30, 2006 of $13,844,385 or $.297034 per Unit of beneficial interest. Distributions of $.0951942, $.096192 and
$.105647 per Unit were made to Unitholders of record as of April 28, 2006, May 31, 2006 and June
30, 2006, respectively. For the second quarter of 2005, distributable income was $12,520,379, or
$.268627 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 2006 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:
Second Quarter | ||||||||
2006 | 2005 | |||||||
Royalties: |
||||||||
Oil sales (Bbls) |
170,398 | 181,562 | ||||||
Gas sales (Mcf) |
654,765 | 747,306 | ||||||
Properties From Which The Royalties Were Carved: |
||||||||
Oil: |
||||||||
Total oil sales (Bbls) |
301,624 | 312,749 | ||||||
Average per day (Bbls) |
3,389 | 3,514 | ||||||
Average price per Bbl |
$ | 57.44 | $ | 46.61 | ||||
Gas: |
||||||||
Total gas sales (Mcf) |
1,433,943 | 1,518,099 | ||||||
Average per day (Mcf) |
16,112 | 17,057 | ||||||
Average price per Mcf |
$ | 7.23 | $ | 6.43 |
The posted price of oil increased to an average price per barrel of $57.44 per Bbl in the second
quarter of 2006 compared to $46.61 per Bbl in the second quarter of 2005. The Trustee has been
advised by BROG that for the period of August 1, 1993, through June 30, 2006, the oil from the
Waddell Ranch properties was being sold under a competitive bid to a third party. The average
price of gas increased from $6.43 per Mcf in the second quarter of 2005 to $7.23 per Mcf in the
second quarter of 2006 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, 2005) decreased for the applicable period in 2006
compared to 2005.
Capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch
properties during the second quarter of 2006 totaled $5.6 million as compared to $4.5 million for
the second quarter of 2005. BROG has informed the Trustee that the 2006 capital expenditures
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budget has been revised to $37.3 million for the Waddell Ranch properties. The total amount of
capital expenditures for 2005 was $14.3 million. Through the second quarter of 2006, capital
expenditures of $6.2 million have been expended.
The Trustee has been advised that there were 8 wells completed and 7 wells in progress, and 11
workover wells completed and 9 workover wells in progress, during the three months ended June 30,
2006 as compared to 4 wells completed, 2 wells in progress, 23 workover wells completed and 13
workover wells in progress for the three months ended June 30, 2005 on the Waddell Ranch
properties. There were no facility projects completed and 5 projects in progress for the second
quarter of 2006.
Lease operating expense and property taxes totaled $3.3 million for the second quarter of 2006,
compared to $2.7 million in the second quarter of 2005 on the Waddell Ranch properties. This
increase is primarily attributable to increased electrical costs and increased ad valorem taxes
paid for the second quarter in 2006.
Six Months Ended June 30, 2006 and 2005
For the six months ended June 30, 2006, royalty income received by the Trust amounted to
$32,958,471 compared to royalty income of $26,277,087 for the six months ended June 30, 2005. The
increase in royalty income is primarily due to an increase in oil and gas prices in the first six
months of 2006, compared to the first six months in 2005. Interest income for the six months ended
June 30, 2006 was $63,715 compared to $23,043 for the six months ended June 30, 2005. The increase
in interest income is attributable primarily to an increase in interest rates and more funds
available for investment. General and administrative expenses for the six months ended June 30,
2006 were $524,827. During the six months ended June 30, 2005, general and administrative expenses
were $535,899. The decrease in general and administrative expenses is primarily due to compliance
with the Sarbanes-Oxley Act.
These transactions resulted in distributable income for the six months ended June 30, 2006 of
$32,497,359, or $.697237, per Unit. For the six months ended June 30, 2005, distributable income
was $25,764,231, or $.552776, per Unit.
Royalty income for the Trust for the period ended June 30, 2006 is associated with actual oil and
gas production for the period November 2005 through April 2006 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:
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First Six Months | ||||||||
2006 | 2005 | |||||||
Royalties: |
||||||||
Oil sales (Bbls) |
376,310 | 389,586 | ||||||
Gas sales (Mcf) |
1,550,103 | 1,659,975 | ||||||
Properties From Which The Royalties Were Carved: |
||||||||
Oil: |
||||||||
Total oil sales (Bbls) |
604,562 | 621,641 | ||||||
Average per day (Bbls) |
3,340 | 3,434 | ||||||
Average price per Bbl |
$ | 56.11 | $ | 43.41 | ||||
Gas: |
||||||||
Total gas sales (Mcf) |
2,855,906 | 3,020,045 | ||||||
Average per day (Mcf) |
15,778 | 16,685 | ||||||
Average price per Mcf |
$ | 8.39 | $ | 6.39 |
The average price of oil increased during the six months ended June 30, 2006 to $56.11 per barrel
compared to $43.41 per barrel for the same period in 2005. The increase in the average price of
oil is primarily due to increased demand in 2006, caused by a worldwide market demand. The
increase in the average price of gas from $6.39 per Mcf for the six months ended June 30, 2005 to
$8.39 per Mcf for the six months ended June 30, 2006 is primarily the result of an increase in the
spot prices of natural gas.
Since the oil and gas sales volumes attributable to the Royalties are based on an allocation
formula that is dependent on such factors as price and cost (including capital expenditures), the
production amounts in the Royalties section of the above table do not provide a meaningful
comparison. The oil and gas sales volumes from the properties from which the Royalties are carved
have remained relatively constant for the applicable period of 2006 compared to 2005.
Capital expenditures for the Waddell Ranch properties for the six months ended June 30, 2006
totaled $6.2 million compared to $5.3 million for the same period in 2005. BROG has previously
advised the Trust that the remaining 2006 capital expenditures budget for the Waddell Ranch
properties is $31.1 million.
The Trust has been advised that 8 wells were drilled and completed and 7 wells to be completed on
the Waddell Ranch properties during the six months ended June 30, 2006, as compared to 4 wells
drilled and completed on the Waddell Ranch properties during the six months ended June 30, 2005
Approximately 23 workover wells were completed and approximately 9 workover wells were in progress
as of June 30, 2006. Approximately 5 facilities projects were in progress.
Lease operating expense and property taxes totaled $7 million for the six months ended June 30,
2006 compared to $5.6 million for the same period in 2005. The increase in lease operating
expense is primarily attributable to higher electrical costs than in 2005 and increased property
taxes.
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Calculation of Royalty Income
The Trusts royalty income is computed as a percentage of the net profit from the operation of the
properties in which the Trust owns net overriding royalty interests. These percentages of net
profits are 75% and 95% in the case of the Waddell Ranch properties and the Texas Royalty
properties, respectively. Royalty income received by the Trust for the three months ended June 30,
2006 and 2005, respectively, were computed as shown in the table below:
Three Months Ended June 30, | ||||||||||||||||
2006 | 2005 | |||||||||||||||
Waddell | Texas | Waddell | Texas | |||||||||||||
Ranch | Royalty | Ranch | Royalty | |||||||||||||
Properties | Properties | Properties | Properties | |||||||||||||
Gross proceeds of sales from the Underlying
Properties |
||||||||||||||||
Oil proceeds |
$ | 12,049,454 | $ | 5,275,847 | $ | 10,479,780 | $ | 4,098,342 | ||||||||
Gas proceeds |
8,926,146 | 1,445,849 | 8,609,544 | 1,154,657 | ||||||||||||
Total |
20,975,600 | 6,721,696 | 19,089,324 | 5,252,999 | ||||||||||||
Less: |
||||||||||||||||
Severance tax: |
||||||||||||||||
Oil |
522,406 | 177,414 | 429,141 | 157,934 | ||||||||||||
Gas |
577,998 | 90,916 | 494,545 | 71,968 | ||||||||||||
Lease operating expense and
property tax: |
||||||||||||||||
Oil and gas |
3,300,435 | 285,000 | 2,744,168 | 225,000 | ||||||||||||
Other |
42,695 | | 42,504 | |||||||||||||
Capital expenditures |
5,624,603 | | 4,461,869 | |||||||||||||
Total |
10,068,137 | 553,330 | 8,172,227 | 454,902 | ||||||||||||
Net profits |
10,907,463 | 6,168,366 | 10,917,097 | 4,798,097 | ||||||||||||
Net overriding royalty interests |
75 | % | 95 | % | 75 | % | 95 | % | ||||||||
Royalty income |
$ | 8,180,597 | $ | 5,859,947 | $ | 8,187,823 | $ | 4,558,193 | ||||||||
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:
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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). |
The financial statements of the Trust differ from financial statements prepared in accordance with
accounting principles generally accepted in the United States of America because royalty income is
not accrued in the period of production, general and administrative expenses recorded are based on
liabilities paid and cash reserves established rather than on accrual basis, and amortization of
the royalty interests is not charged against operating results. This comprehensive basis of
accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S.
Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial
Statements of Royalty Trusts.
New Accounting Pronouncements
In February 2006, the FASB amended 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 impact of this new Standard will not impact the financial statements of the Trust.
In March 2006, the FASB amended 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 Trust does not
believe the adoption of this statement will have a material effect on its financial statements.
In July
2006, the Financial Accounting Standards
Board (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 Trust does not
believe that the adoption of this statement will have a material
effect on its financial statements.
Revenue Recognition
Revenues from the royalty interests are recognized in the period in which amounts are received by
the Trust. Royalty income received by the Trust in a given calendar year will generally reflect
the proceeds, on an entitlements 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
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the second quarter of 2006 generally reflects the proceeds associated with actual oil and gas
production for the period of February 2006 through April 2006.
Reserve Disclosure
As of January 1, 2006, 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 aware of no such
items as of June 30, 2006.
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.
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, 2005.
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.
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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 |
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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. | ||
15.1 | Awareness Letter of Deloitte and Touche LLP, dated as of August 7, 2006. | ||
31.1 | Certification by Ron E. Hooper, Senior Vice President and Trust Administrator of Bank of America, Trustee of Permian Basin Royalty Trust, dated August 8, 2006 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 August 8, 2006 and submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
BANK OF AMERICA, N.A., TRUSTEE FOR THE PERMIAN BASIN ROYALTY TRUST |
||||
By: | /s/ Ron E. Hooper | |||
Ron E. Hooper | ||||
Senior Vice President Trust Administrator | ||||
Date:
August 8, 2006
(The Trust has no directors or executive officers.)
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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. |
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Exhibit | ||||
Number | Exhibit | |||
15.1
|
Awareness Letter of Deloitte & Touche LLP, dated as of August 7, 2006. | |||
31.1
|
Certification by Ron E. Hooper, Senior Vice President and Trust Administrator of Bank of America, Trustee of Permian Basin Royalty Trust, dated August 8, 2006 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 August 8, 2006 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. |
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