-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TlcBZ4qU1uBPNOo571pGa/e8DfMwgI20OWyCZhUSpAh9bj47q9LTSi73KnVDAbvN nycejsGh5vCcEZv1laahkQ== 0000950134-98-004458.txt : 19980518 0000950134-98-004458.hdr.sgml : 19980518 ACCESSION NUMBER: 0000950134-98-004458 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN JUAN BASIN ROYALTY TRUST CENTRAL INDEX KEY: 0000319655 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 756279898 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08032 FILM NUMBER: 98623019 BUSINESS ADDRESS: STREET 1: BANK ONE TEXAS N A TRUST CITY: FT WORTH STATE: TX ZIP: 76113 BUSINESS PHONE: 8178844630 MAIL ADDRESS: STREET 1: 1600 BANK ONE TOWER STREET 2: 500 THROCKMORTON CITY: FORT WORTH STATE: TX ZIP: 76102-3899 10-Q 1 FORM 10-Q FOR QUARTER ENDED MARCH 31, 1998 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 1998 Commission File No. 1-8032 SAN JUAN BASIN ROYALTY TRUST Texas I.R.S. No. 75-6279898 Bank One, Texas, N.A., Trust Department P. O. Box 2604 Fort Worth, Texas 76113 Telephone Number 817/884-4630 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Number of units of beneficial interest outstanding at May 15, 1998: 46,608,796 Page 1 of 12 2 SAN JUAN BASIN ROYALTY TRUST PART I - FINANCIAL INFORMATION Item 1. Financial Statements The condensed financial statements included herein have been prepared by Bank One, Texas, N.A. as Trustee for the San Juan 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 San Juan Basin Royalty Trust at March 31, 1998, and the distributable income and changes in trust corpus for the three-month periods ended March 31, 1998 and 1997 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, independent certified public accountants, has made a review of the condensed financial statements as of March 31, 1998 and for the three-month periods ended March 31, 1998 and 1997 included herein. - 2 - 3 INDEPENDENT ACCOUNTANTS' REPORT Bank One, Texas, N.A. as Trustee for the San Juan Basin Royalty Trust: We have reviewed the accompanying condensed statement of assets, liabilities and trust corpus of the San Juan Basin Royalty Trust as of March 31, 1998 and the related condensed statements of distributable income and changes in trust corpus for the three-month periods ended March 31, 1998 and 1997. These financial statements are the responsibility of the Trustee. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, 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. The accompanying condensed financial statements are prepared on a modified cash basis as described in Note 1, which is a comprehensive basis of accounting other than generally accepted accounting principles. Based on our review, 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 generally accepted auditing standards, the statement of assets, liabilities and trust corpus of the San Juan Basin Royalty Trust as of December 31, 1997, 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 25, 1998, 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, 1997 is fairly stated in all material respects in relation to the statement of assets, liabilities and trust corpus from which it has been derived. DELOITTE & TOUCHE LLP May 8, 1998 - 3 - 4 SAN JUAN BASIN ROYALTY TRUST CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS - -------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, ASSETS 1998 1997 (UNAUDITED) Cash and short-term investments $ 3,664,248 $ 5,111,832 Net overriding royalty interests in producing oil and gas properties (net of accumulated amortization of $78,662,298 and $77,156,080 at March 31, 1998 and December 31, 1997, respectively) 54,613,230 56,119,448 ----------- ----------- $58,277,478 $61,231,280 =========== =========== LIABILITIES AND TRUST CORPUS Distribution payable to Unit holders $ 3,664,248 $ 5,111,832 Commitments and contingencies Trust corpus - 46,608,796 Units of beneficial interest authorized and outstanding 54,613,230 56,119,448 ----------- ----------- $58,277,478 $61,231,280 =========== ===========
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED) - --------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, -------------------------------- 1998 1997 Royalty income $ 11,663,131 $ 18,471,262 Interest income 28,048 27,657 ------------ ------------ 11,691,179 18,498,919 General and administrative expenditures 249,207 231,502 ------------ ------------ Distributable income $ 11,441,972 $ 18,267,417 ============ ============ Distributable income per Unit (46,608,796 Units) $ .245489 $ .391930 ============ ============
The accompanying notes to condensed financial statements are an integral part of these statements. - 4 - 5 CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED) - --------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, --------------------------------- 1998 1997 Trust corpus, beginning of period $ 56,119,448 $ 62,808,148 Amortization of net overriding royalty interest (1,506,218) (2,170,937) Distributable income 11,441,972 18,267,417 Distributions declared (11,441,972) (18,267,417) ------------ ------------ Trust corpus, end of period $ 54,613,230 $ 60,637,211 ============ ============
The accompanying notes to condensed financial statements are an integral part of this statement. - 5 - 6 SAN JUAN BASIN ROYALTY TRUST NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- 1. BASIS OF ACCOUNTING The San Juan Basin Royalty Trust ("Trust") was established as of November 1, 1980. The financial statements of the Trust are prepared on the following basis: o Royalty income recorded for a month is the amount computed and paid by the working interest owner, Burlington Resources Oil & Gas ("BROG"), to the Trustee for the Trust. Royalty income consists of the amounts received by the owner of the interest burdened by the net overriding royalty interest ("Royalty") 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%. o Trust expenses recorded are based on liabilities paid and cash reserves established from royalty income for liabilities and contingencies. o Distributions to Unit holders are recorded when declared by the Trustee. o The conveyance which transferred the overriding royalty interest to the Trust provides that any excess of production costs over gross proceeds must be recovered from future net profits. The financial statements of the Trust differ from financial statements prepared in accordance with generally accepted accounting principles ("GAAP") because revenues are not accrued in the month of production; certain cash reserves may be established for contingencies which would not be accrued in financial statements prepared in accordance with GAAP; and amortization of the Royalty 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 rather than when distributed by the Trust. The Royalty constitutes an "economic interest" in oil and gas properties for Federal income tax purposes. Unit holders must report their share of the revenues of the Trust as ordinary income from oil and gas royalties and are entitled to claim depletion with respect to such income. The Royalty is treated as a single property for depletion purposes. The Trust has on file technical advice memoranda confirming the tax treatment described above. The Trust began receiving royalty income from coal seam wells beginning in 1989. Under Section 29 of the Internal Revenue Code, production from coal seam gas wells drilled prior to January 1, 1993, qualifies for the federal income tax credit for producing non-conventional fuels. This tax credit was approximately $1.05 per MMBtu for the year 1997 and is adjusted for inflation annually. The credit currently applies to production through the year 2002. Production from wells drilled after - 6 - 7 December 31, 1979, but prior to January 1, 1993, to a formation beneath a qualifying coal seam formation which are later completed into such formation also qualifies for the tax credit. Each Unit holder must determine his pro rata share of such production based upon the number of Units owned during each month of the year and apply the tax credit against his own income tax liability, but such credit may not reduce his regular tax liability (after the foreign tax credit and certain other nonrefundable credits) below his tentative minimum tax. Section 29 also provides that any amount of Section 29 credit disallowed for the tax year solely because of this limitation will increase his credit for prior year minimum tax liability, which may be carried forward indefinitely as a credit against the taxpayer's regular tax liability, subject, however, to the limitations described in the preceding sentence. There is no provision for the carryback or carryforward of the Section 29 credit in any other circumstances. The classification of the Trust's income for purposes of the passive loss rules may be important to a Unit holder. As a result of the Tax Reform Act of 1986, royalty income will generally be treated as portfolio income and will not reduce passive losses. ****** - 7 - 8 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 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. 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. YEAR 2000 ISSUE As the year 2000 approaches, there are uncertainties concerning whether computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or fail. The Trust is in communication with third parties with which it deals, but it is not yet possible to fully assess the effect of a third party's inability to adequately address year 2000 issues. THREE MONTHS ENDED MARCH 31, 1998 AND 1997 During the first quarter of 1998, the San Juan Basin Royalty Trust received royalty income of $11,663,131. Distributable income consists of royalty income plus interest income less administrative expenses. Interest income for the quarter was $28,048 and administrative expenses were $249,207. Thus, distributable income totaled $11,441,972. Based on 46,608,796 Units outstanding, the per Unit distributions during the first quarter of 1998 were as follows: January $ .095019 February .071853 March .078617 --------- Quarter Total $ .245489 =========
The amount distributed to Unit holders in the first quarter of 1998 was less than the $.391930 distributed in the first quarter of 1997. The decrease was primarily attributable to a decrease in the average gas price from $3.05 per Mcf for the first quarter of 1997 to $2.08 per Mcf for the first quarter of 1998. The tax credit relating to production from coal seam wells totaled approximately $.05 per Unit for the first quarter of 1998 compared to $.06 per Unit for the first quarter of 1997. For further information concerning this tax credit, Unit holders should refer to the Trust's Annual Report for 1997. Interest income for the first quarter of 1998 was more than the $27,657 in the first quarter of 1997 due to higher interest rates. Administrative expenses of $249,207 were higher in the first three months of 1998 as compared to $231,502 in the first quarter of 1997, primarily as a result of differences in timing of the receipt and payment of these expenses. Capital expenditures incurred by BROG, attributable to the properties from which the Royalty was carved ("Underlying Properties"), for the first quarter of 1998 amounted to $2,263,043. Capital expenditures were $2,320,206 for the first quarter of 1997. - 8 - 9 In the first quarter of 1998, four gross (1.73 net) conventional wells were completed on the Underlying Properties. Two gross (1.75 net) conventional wells were recompleted and nine gross (.37 net) coal seam wells were recavitated through March 31, 1998. There were five gross (1.60 net) conventional wells, six gross (2.02 net) conventional recompletions, one gross (.04 net) coal seam well, five gross (.22 net) coal seam recompletions and nine gross (.36 net) coal seam recavitations in progress on March 31, 1998. In the first quarter of 1997, 13 gross (.51 net) coal seam wells were completed on the properties from which the Royalty was carved. One gross (.84) coal seam well was recompleted and 4 gross (.55 net) coal seam wells were recavitated through March 31, 1997. There was one gross (.83 net) conventional well recompleted through March 31, 1997. There were 13 gross (2.15 net) conventional wells, 1 gross (.87 net) conventional well recompletion, 1 gross (.04 net) coal seam well and 4 gross (.16 net) recompletions to Fruitland Coal from other formations in progress on March 31, 1997. Unit holders are referred to "Description of the Properties" in the Trust's Annual Report for 1997 for further information concerning BROG's coal seam well drilling program in the San Juan Basin. This program includes properties in which the Trust owns an interest. Royalty income for the quarter ended March 31, 1998 is associated with actual gas and oil production during November 1997 through January 1998 from the properties from which the Royalty was carved. Gas and oil sales for the quarters ended March 31, 1998 and 1997 were as follows:
1998 1997 PROPERTIES FROM WHICH THE ROYALTY WAS CARVED: Gas: Total sales (Mcf) 10,961,460 10,613,520 Mcf per day 119,146 115,364 Average price (per Mcf) $ 2.08 $3.05 Oil: Total sales (Bbls) 20,472 20,962 Bbls per day 223 228 Average price (per Bbl) $16.10 $ 22.64 SALES ATTRIBUTABLE TO THE ROYALTY: Gas sales (Mcf) 6,168,933 6,542,089 Oil sales (Bbls) 11,560 12,663
Coal seam gas production decreased from 5,020,207 Mcf in the first quarter of 1997 to 4,959,361 Mcf in the first quarter of 1998. The price paid for gas production decreased during the first quarter of 1998 primarily due to lower index prices in the San Juan Basin. Gas sales volumes attributable to the Underlying Properties increased overall in the first quarter of 1998 primarily due to the increased volumes from conventional wells. The price received per barrel of oil in the first quarter of 1998 was lower than that received in the first quarter of 1997 due to decreases in the posted prices. Lease operating expenses and property taxes totaled $2,945,740 during the first quarter of 1998 compared to $2,887,013 for the first quarter of 1997. Sales volumes attributable to the Royalty are determined by dividing the net profits received by the Trust and attributable to oil and gas, respectively, by the prices received for sales volumes from the Underlying Properties, taking into consideration production taxes attributable to the Underlying Properties. Since the gas and oil sales attributable to the Royalty are based on an allocation formula that is dependent on such factors as price and cost (including capital expenditures), the production volumes from the Underlying Properties - 9 - 10 do not provide a meaningful comparison to volumes attributable to the Royalty. Effective January 1, 1998, all volumes of Trust gas became subject to the terms of a Natural Gas Sales and Purchase Contract between BROG and El Paso Energy Marketing Company ("El Paso"). That contract is for a term of two years through and including December 31, 1999, and provides for the sale of Trust gas at prices which will fluctuate in accordance with published indices for gas sold in the San Juan Basin of New Mexico. BROG entered into the contract with El Paso after soliciting and receiving competitive bids in late 1997 from six major gas marketing firms to market and/or purchase the Trust gas. Unit holders are referred to Note 6 of the Notes to Financial Statements in the Trust's 1997 annual Report for further information concerning the marketing of gas produced from the Underlying Properties. CALCULATION OF ROYALTY INCOME Royalty income received by the Trust for the three months ended March 31, 1998 and 1997 was computed as shown in the following table:
1998 1997 Gross proceeds of sales from the Underlying Properties: Gas proceeds $ 22,793,991 $ 32,404,871 Oil proceeds 329,680 474,537 ------------ ------------ Total 23,123,671 32,879,408 ------------ ------------ Less production costs: Severance tax - Gas 2,324,745 2,994,864 Severance tax - Oil 39,302 48,975 Lease operating expense and property tax 2,945,740 2,887,013 Capital expenditures 2,263,043 2,320,206 ------------ ------------ Total 7,572,830 8,251,058 ------------ ------------ Net profits 15,550,841 24,628,350 Net overriding royalty interest 75 % 75 % ------------ ------------ Royalty income $ 11,663,131 $ 18,471,262 ============ ============
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. - 10 - 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Trust is not a party to any litigation. However, the Trust is aware that BROG is involved in litigation from time to time that could affect the royalty income received by the Trust. A lawsuit has been commenced against BROG by certain royalty and overriding royalty owners on behalf of those persons similarly situated. The suit involves properties that are burdened by the Trust. This case is one of six virtually identical class actions filed against New Mexico gas producers. All such cases have been consolidated in the First Judicial District of Santa Fe County, New Mexico where the case is styled San Juan 1990-A,L.P.,et al. v. El Paso Production Company and Meridian Oil Inc. The plaintiffs allege that they and members of the proposed class have been underpaid for royalties and overriding royalties. The plaintiffs have sought to certify the actions as class actions and seek monetary damages. The court has denied class certification. Because of the pending nature of the litigation, exposure to the Trust from this suit cannot be quantified. However, if the plaintiffs who have interests in properties that are burdened by the Trust are successful, royalty income received by the Trust could decrease. In addition, the Trust is aware of an administrative claim brought by the Mineral Management Service of the United States Department of the Interior (the "MMS") against BROG regarding a gas contract settlement agreement dated March 1, 1990, between BROG and certain other parties thereto. The claim alleges that additional royalties are due on production from federal and Indian leases in the State of New Mexico on properties that are burdened by the Trust. If the MMS claim is successful, royalty income received by the Trust could decrease. Items 2-5 Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (4)(a) San Juan Basin Royalty Trust Indenture dated November 3, 1980, between Southland Royalty Company and The Fort Worth National Bank (now Bank One, Texas, N.A.), as Trustee, heretofore filed as Exhibit (4)(a) to the Trust's 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)(b) Net Overriding Royalty Conveyance from Southland Royalty Company to The Fort Worth National bank (now Bank One, Texas, N.A.), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trust's 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. (27) Financial Data Schedule (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. - 11 - 12 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 ONE, TEXAS, N.A. AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST By /s/ LEE ANN ANDERSON ------------------------------- Lee Ann Anderson Vice President Dated as of May 15, 1998 (The Trust has no directors or executive officers.) - 12 - 13 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE (4)(a) San Juan Basin Royalty Trust Indenture dated November 3, 1980, between Southland Royalty Company and The Fort Worth National Bank (now Bank One, Texas, N.A.), as Trustee, heretofore filed as Exhibit (4)(a) to the Trust's 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)(b) Net Overriding Royalty Conveyance from Southland Royalty Company to The Fort Worth National Bank (now Bank One, Texas, N.A.), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trust's 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.* (27) Financial Data Schedule **
* A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written request to the Trustee, Bank One, Texas, N.A., P.O. Box 2604, Fort Worth, Texas 76113. ** Filed herewith. EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS OF SAN JUAN BASIN ROYALTY TRUST AS OF MARCH 31, 1998, AND THE RELATED CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME AND CHANGES IN TRUST CORPUS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1998. 3-MOS DEC-31-1998 MAR-31-1998 3,664,248 0 0 0 0 3,664,248 133,275,528 78,662,298 58,277,478 3,664,248 0 0 0 0 54,613,230 58,277,478 0 11,691,179 0 0 249,207 0 0 11,441,972 0 11,441,972 0 0 0 11,441,972 0 0
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