-----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, FFo+HdVzu1/r0Ksn+MFXuwVAMBT4JBHsonGtvNf/2hOfarEmPQ4E1DbL8TW+8HK1 +iWbjERsQ+jZmnEZmgn/5g== 0001104659-07-055190.txt : 20070720 0001104659-07-055190.hdr.sgml : 20070720 20070720162033 ACCESSION NUMBER: 0001104659-07-055190 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070720 DATE AS OF CHANGE: 20070720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUGOTON ROYALTY TRUST CENTRAL INDEX KEY: 0000862022 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 586379215 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10476 FILM NUMBER: 07991750 BUSINESS ADDRESS: STREET 1: C/O NATIONS BANK, N.A. TRUSTEE STREET 2: 901 MAIN ST., 17TH FLOOR CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2145082400 10-Q 1 a07-19053_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended June 30, 2007

 

 

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Commission File Number: 1-10476

Hugoton Royalty Trust

(Exact name of registrant as specified in its charter)

Texas

 

58-6379215

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

Bank of America, N.A., P.O. Box 830650, Dallas, Texas

75283-0650

(Address of principal executive offices)

(Zip Code)

 

 

 

(877) 228-5083

(Registrant’s telephone number, including area code)

 

 

 

NONE

(Former name, former address and former fiscal year, if change since last report)

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  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.  (Check one):

Large accelerated filer    x     Accelerated filer   o     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  x 

Indicate the number of units of beneficial interest outstanding, as of the latest practicable date:

Outstanding as of July 1, 2007

40,000,000

 




HUGOTON ROYALTY TRUST

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

TABLE OF CONTENTS

 

 

 

 

 

Glossary of Terms

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

Condensed Statements of Assets, Liabilities and Trust Corpus at June 30, 2007 and December 31, 2006

 

 

 

 

 

 

Condensed Statements of Distributable Income for the Three and Six Months Ended June 30, 2007 and 2006

 

 

 

 

 

 

Condensed Statements of Changes in Trust Corpus for the Three and Six Months Ended June 30, 2007 and 2006

 

 

 

 

 

Notes to Condensed Financial Statements

 

 

 

 

Item 2.

Trustee’s Discussion and Analysis

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

Item 6.

Exhibits

 

 

 

 

 

Signatures

 

 

2




HUGOTON ROYALTY TRUST

GLOSSARY OF TERMS

The following are definitions of significant terms used in this Form 10-Q:

Bbl

 

Barrel (of oil)

 

 

 

Mcf

 

Thousand cubic feet (of natural gas)

 

 

 

MMBtu

 

One million British Thermal Units, a common energy measurement

 

 

 

net proceeds

 

Gross proceeds received by XTO Energy from sale of production from the underlying properties, less applicable costs, as defined in the net profits interest conveyances

 

 

 

net profits income

 

Net proceeds multiplied by the net profits percentage of 80%, which is paid to the trust by XTO Energy. “Net profits income” is referred to as “royalty income” for tax reporting purposes.

 

 

 

net profits interest

 

An interest in an oil and gas property measured by net profits from the sale of production, rather than a specific portion of production. The following defined net profits interests were conveyed to the trust from the underlying properties:

 

 

 

.

 

80% net profits interests - interests that entitle the trust to receive 80% of the net proceeds from the underlying properties

 

 

 

underlying properties

 

XTO Energy’s interest in certain oil and gas properties from which the net profits interests were conveyed. The underlying properties include working interests in predominantly gas-producing properties located in Kansas, Oklahoma and Wyoming.

 

 

 

working interest

 

An operating interest in an oil and gas property that provides the owner a specified share of production that is subject to all production expense and development costs

3




HUGOTON ROYALTY TRUST

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The condensed financial statements included herein are presented, 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.  These condensed financial statements should be read in conjunction with the trust’s financial statements and the notes thereto included in the trust’s 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 Hugoton Royalty Trust at June 30, 2007 and the distributable income and changes in trust corpus for the three- and six-month periods ended June 30, 2007 and 2006 have been included.  Distributable income for such interim periods is not necessarily indicative of the distributable income for the full year.

4




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Bank of America, N.A., as Trustee

  for the Hugoton Royalty Trust:

We have reviewed the accompanying condensed statement of assets, liabilities and trust corpus of the Hugoton Royalty Trust as of June 30, 2007 and the related condensed statements of distributable income and changes in trust corpus for the three- and six-month periods ended June 30, 2007 and 2006.  These condensed financial statements are the responsibility of the trustee.

We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States).  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 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.

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 accounting principles generally accepted in the United States of America.

Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above 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 the Hugoton Royalty Trust as of December 31, 2006, and the related statements of distributable income and changes in trust corpus for the year then ended (not presented herein), included in the trust’s 2006 Annual Report on Form 10-K, and in our report dated February 28, 2007, we expressed an unqualified opinion on those financial statements.  In our opinion, the information set forth in the accompanying condensed statement of assets, liabilities and trust corpus as of December 31, 2006 is fairly stated, in all material respects, in relation to the statement of assets, liabilities and trust corpus included in the trust’s 2006 Annual Report on Form 10-K from which it has been derived.

 

KPMG LLP

 

Dallas, Texas

July 19, 2007

 

5




HUGOTON ROYALTY TRUST

Condensed Statements of Assets, Liabilities and Trust Corpus

 

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$4,919,280

 

$1,813,000

 

 

 

 

 

 

 

Net profits interests in oil and gas properties - net (Note 1)

 

159,594,894

 

163,796,772

 

 

 

 

 

 

 

 

 

$164,514,174

 

$165,609,772

 

LIABILITIES AND TRUST CORPUS

 

 

 

 

 

 

 

 

 

 

 

Distribution payable to unitholders

 

$4,919,280

 

$1,813,000

 

 

 

 

 

 

 

Trust corpus (40,000,000 units of beneficial interest authorized and outstanding)

 

159,594,894

 

163,796,772

 

 

 

 

 

 

 

 

 

$164,514,174

 

$165,609,772

 

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

6




HUGOTON ROYALTY TRUST

Condensed Statements of Distributable Income (Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30

 

June 30

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net profits income

 

$21,251,246

 

$21,125,072

 

$37,986,631

 

$60,210,966

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

40,122

 

50,097

 

69,169

 

136,342

 

 

 

 

 

 

 

 

 

 

 

Total income

 

21,291,368

 

21,175,169

 

38,055,800

 

60,347,308

 

 

 

 

 

 

 

 

 

 

 

Administration expense

 

445,368

 

202,929

 

967,520

 

333,468

 

 

 

 

 

 

 

 

 

 

 

Distributable income

 

$20,846,000

 

$20,972,240

 

$37,088,280

 

$60,013,840

 

 

 

 

 

 

 

 

 

 

 

Distributable income per unit (40,000,000 units)

 

$0.521150

 

$0.524306

 

$0.927207

 

$1.500346

 

 

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

7




HUGOTON ROYALTY TRUST

Condensed Statements of Changes in Trust Corpus (Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30

 

June 30

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Trust corpus, beginning of period

 

$161,914,911

 

$169,197,088

 

$163,796,772

 

$171,935,330

 

 

 

 

 

 

 

 

 

 

 

Amortization of net profits interests

 

(2,320,017

)

(2,092,453

)

(4,201,878

)

(4,830,695

)

 

 

 

 

 

 

 

 

 

 

Distributable income

 

20,846,000

 

20,972,240

 

37,088,280

 

60,013,840

 

 

 

 

 

 

 

 

 

 

 

Distributions declared

 

(20,846,000

)

(20,972,240

)

(37,088,280

)

(60,013,840

)

 

 

 

 

 

 

 

 

 

 

Trust corpus, end of period

 

$159,594,894

 

$167,104,635

 

$159,594,894

 

$167,104,635

 

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

8




HUGOTON ROYALTY TRUST

Notes to Condensed Financial Statements (Unaudited)

1.   Basis of Accounting

The financial statements of Hugoton Royalty Trust are prepared on the following basis and are not intended to present financial position and results of operations in conformity with U.S. generally accepted accounting principles (“GAAP”):

·     Net profits income recorded for a month is the amount computed and paid by XTO Energy Inc., the owner of the underlying properties, to Bank of America, N.A., as trustee for the trust.  Net profits income consists of net proceeds received by XTO Energy from the underlying properties in the prior month, multiplied by a net profits percentage of 80%.

Costs deducted in the calculation of net proceeds for the 80% net profits interests generally include applicable taxes, transportation, marketing and legal costs, production expense, development costs, operating charges and other costs.

·     Net profits income is computed separately for each of three conveyances under which the net profits interests were conveyed to the trust.  If monthly costs exceed revenues for any conveyance, such excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net proceeds from the other conveyances.

·     Trust expenses are recorded based on liabilities paid and cash reserves established by the trustee for liabilities and contingencies.

·     Distributions to unitholders are recorded when declared by the trustee.

The trust’s financial statements differ from those prepared in conformity with U.S. GAAP because revenues are recognized when received rather than accrued in the month of production, expenses are recognized when paid rather than when incurred and certain cash reserves may be established by the trustee for contingencies which would not be recorded under U.S. GAAP.  This comprehensive basis of accounting other than U.S. 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.

Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with U.S. GAAP, directing such entities to accrue or defer revenues and expenses in a period other than when such revenues were received or expenses were paid.  Because the trust’s financial statements are prepared on the modified cash basis, as described above, most accounting pronouncements are not applicable to the trust’s financial statements.

The initial carrying value of the net profits interests of $247,066,951 represents XTO Energy’s historical net book value for the interests on December 1, 1998, the date of the transfer to the trust.  Amortization of the net profits interests is calculated on a unit-of-production basis and charged directly to trust corpus.  Accumulated amortization was $87,472,057 as of June 30, 2007 and $83,270,179 as of December 31, 2006.

9




2.   Development Costs

The following summarizes actual development costs, budgeted development costs deducted in the calculation of net profits income, and the cumulative actual costs compared to the amount deducted:

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30

 

June 30

 

 

 

2007

 

2006

 

2007

 

2006

 

Cumulative actual costs under (over) the amount
deducted - beginning of period

 

$5,311,688

 

$(2,436,653

)

$(3,410,174

)

$113,905

 

Actual costs

 

(10,010,915

)

(11,059,379

)

(13,789,053

)

(23,509,937

)

Budgeted costs deducted

 

7,750,000

 

12,600,000

 

20,250,000

 

22,500,000

 

Cumulative actual costs under (over) the amount
deducted - end of period

 

$3,050,773

 

$(896,032

)

$3,050,773

 

$(896,032

)

As a result of increased development activity and higher costs, the monthly development deduction was increased to $5.0 million beginning with the August 2006 distribution.  With a reduction in development activity in first quarter 2007 and based on the development budget for 2007, the development cost deduction was lowered to $3.75 million beginning with the February 2007 distribution.  Because of lower than anticipated actual costs as a result of the timing of expenditures, the development cost deduction was lowered to $2.0 million for the April and May 2007 distributions, but was increased to $3.75 million with the June 2007 distribution and is expected to be maintained at that level through year end.

XTO Energy has advised the trustee that total 2007 budgeted development costs for the underlying properties are approximately $46.0 million.  The 2007 budget year generally coincides with the trust distribution months from April 2007 through March 2008.  The monthly development cost deduction will be reevaluated by XTO Energy and revised as necessary, based on the 2007 budget and the timing and amount of actual expenditures.

3.   Contingencies

Litigation

On October 17, 1997, an action, styled United States of America ex rel. Grynberg v. Cross Timbers Oil Company, et al., was filed in the United States District Court for the Western District of Oklahoma by Jack J. Grynberg on behalf of the United States under the qui tam provisions of the U.S. False Claims Act against XTO Energy.  The plaintiff alleges that XTO Energy underpaid royalties on natural gas produced from federal leases and lands owned by Native Americans in amounts in excess of 20% as a result of mismeasuring the volume of natural gas, incorrectly analyzing its heating content and improperly valuing the natural gas during at least the past ten years.  The plaintiff seeks treble damages for the unpaid royalties (with interest, attorney’s fees and expenses), civil penalties between $5,000 and $10,000 for each violation of the U.S. False Claims Act, and an order for XTO Energy to cease the allegedly improper measuring practices.  This lawsuit against XTO Energy and similar lawsuits filed by Grynberg against more than 300 other companies have been consolidated in the United States District Court for Wyoming.  In October 2002, the court granted a motion to dismiss Grynberg’s royalty valuation claims, and Grynberg’s appeal of this decision was dismissed for lack of appellate jurisdiction in May 2003.  In response to a motion to dismiss filed by XTO Energy and other defendants in October 2006, the district judge held that Grynberg failed to establish the jurisdictional requirements to maintain the action against XTO Energy and other defendants and dismissed the actions for lack of subject matter jurisdiction.

10




Grynberg has filed an appeal of this decision.  While XTO Energy is unable to predict the final outcome of this case or estimate the amount of any possible loss, it has informed the trustee that it believes that the allegations of this lawsuit are without merit and intends to vigorously defend the action.  However, an order to change measuring practices or a related settlement could adversely affect the trust by reducing net proceeds in the future by an amount that is presently not determinable, but, in XTO Energy management’s opinion, is not currently expected to be material to the trust’s annual distributable income, financial position or liquidity.

An amended petition for a class action lawsuit, Beer, et al. v. XTO Energy Inc., was filed in January 2006, in the District Court of Texas County, Oklahoma by royalty owners of natural gas wells in Oklahoma.  The plaintiffs allege that XTO Energy has not properly accounted to the plaintiffs for the royalties to which they are entitled and seek an accounting regarding the natural gas and other products produced from their wells and the prices paid for the natural gas and other products produced, and for payment of the monies allegedly owed since June 2002, with a certain limited number of plaintiffs claiming monies owed for additional time.  A hearing on the class certification has not been scheduled.  The plaintiffs have not alleged, in their petition, an amount they are seeking.  XTO Energy has informed the trustee that it believes that it has strong defenses to this lawsuit and intends to vigorously defend its position.  However, if XTO Energy ultimately makes any settlement payments or receives a judgment against it, the trust will bear its 80% share of such settlement or judgment related to production from the underlying properties.  Additionally, if a judgment or settlement increases the amount of future payments to royalty owners, the trust would bear its proportionate share of the increased payments through reduced net proceeds.  XTO Energy has informed the trustee that, although the amount of any reduction in net proceeds is not presently determinable, in its management’s opinion, the amount is not currently expected to be material to the trust’s annual distributable income, financial position or liquidity.

Certain of the underlying properties are involved in various other lawsuits and certain governmental proceedings arising in the ordinary course of business. XTO Energy has advised the trustee that it does not believe that the ultimate resolution of these claims will have a material effect on trust annual distributable income, financial position or liquidity.

Other

Several states have enacted legislation to require state income tax withholding from nonresident recipients of oil and gas proceeds.  After consultation with its state tax counsel, XTO Energy has advised the trustee that it believes the trust is not subject to these withholding requirements.  However, regulations could be  issued by the various states which could change this conclusion.  Should the trust be required to withhold state taxes, distributions to the unitholders would be reduced by the required amount, subject to the unitholder’s right to file a state tax return to claim any refund due.

11




Item 2.  Trustee’s Discussion and Analysis.

The following discussion should be read in conjunction with the trustee’s discussion and analysis contained in the trust’s 2006 annual report, as well as the condensed financial statements and notes thereto included in this quarterly report on Form 10-Q.  The trust’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available on the trust’s web site at www.hugotontrust.com.

Distributable Income

Quarter

For the quarter ended June 30, 2007, net profits income was $21,251,246, as compared to $21,125,072 for second quarter 2006.  This 1% increase in net profits income is primarily the result of lower development costs, partially offset by lower oil and gas prices, lower gas sales volumes and increased production expense.  See “Net Profits Income” on the following page.

After adding interest income of $40,122 and deducting administration expense of $445,368, distributable income for the quarter ended June 30, 2007 was $20,846,000, or $0.521150 per unit of beneficial interest.  Administration expense for the quarter increased from the prior year quarter primarily because of higher costs related to additional unitholder tax reporting and an increased number of unitholders.  For second quarter 2006, distributable income was $20,972,240 or $0.524306 per unit.  Distributions to unitholders for the quarter ended June 30, 2007 were:

 

 

 

Distribution

 

Record Date

 

Payment Date

 

per Unit

 

 

 

 

 

 

 

April 30, 2007

 

May 14, 2007

 

$0.175096

 

May 31, 2007

 

June 14, 2007

 

0.223072

 

June 29, 2007

 

July 16, 2007

 

0.122982

 

 

 

 

 

$0.521150

 

Six Months

For the six months ended June 30, 2007, net profits income was $37,986,631, compared with $60,210,966 for the same 2006 period.  This 37% decrease in net profits income is primarily the result of lower gas prices and gas sales volumes, partially offset by lower development costs.  See “Net Profits Income” on the following page.

After adding interest income of $69,169 and deducting administration expense of $967,520, distributable income for the six months ended June 30, 2007 was $37,088,280, or $0.927207 per unit of beneficial interest.  Administration expense for the first six months of 2007 was significantly higher than in the first six months of 2006 primarily because of higher costs related to additional unitholder tax reporting and an increased number of unitholders.  Decreased interest income over these periods was primarily because of lower net profits income.  For the six months ended June 30, 2006, distributable income was $60,013,840, or $1.500346 per unit.

12




Net Profits Income

Net profits income is recorded when received by the trust, which is the month following receipt by XTO Energy, and generally two months after oil and gas production.  Net profits income is generally affected by three major factors:

·     oil and gas sales volumes,

·     oil and gas sales prices, and

·     costs deducted in the calculation of net profits income.

13




The following is a summary of the calculation of net profits income received by the trust:

 

 

Three Months

 

 

 

Six Months

 

 

 

 

 

Ended June 30 (a)

 

Increase

 

Ended June 30 (a)

 

Increase

 

 

 

2007

 

2006

 

(Decrease)

 

2007

 

2006

 

(Decrease)

 

Sales Volumes

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas (Mcf) (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Underlying properties

 

6,772,042

 

7,176,303

 

(6%)

 

13,858,793

 

14,586,316

 

(5%)

 

Average per day

 

76,090

 

80,633

 

(6%)

 

76,568

 

80,587

 

(5%)

 

Net profits interests

 

3,267,244

 

3,309,314

 

(1%)

 

5,917,208

 

7,639,883

 

(23%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls) (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Underlying properties

 

78,597

 

82,719

 

(5%)

 

146,723

 

160,984

 

(9%)

 

Average per day

 

883

 

929

 

(5%)

 

811

 

889

 

(9%)

 

Net profits interests

 

40,089

 

36,854

 

9%

 

73,266

 

83,903

 

(13%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas (per Mcf)

 

$6.21

 

$6.32

 

(2%)

 

$6.07

 

$7.73

 

(21%)

 

Oil (per Bbl)

 

$58.60

 

$63.54

 

(8%)

 

$57.94

 

$61.38

 

(6%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas sales

 

$42,048,589

 

$45,389,975

 

(7%)

 

$84,113,926

 

$112,794,726

 

(25%)

 

Oil sales

 

4,605,736

 

5,255,704

 

(12%)

 

8,500,434

 

9,881,003

 

(14%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

46,654,325

 

50,645,679

 

(8%)

 

92,614,360

 

122,675,729

 

(25%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes, transportation and other

 

4,588,818

 

4,868,673

 

(6%)

 

9,453,616

 

10,596,228

 

(11%)

 

Production expense

 

5,556,962

 

4,778,536

 

16%

 

11,015,529

 

10,325,253

 

7%

 

Development costs (c)

 

7,750,000

 

12,600,000

 

(38%)

 

20,250,000

 

22,500,000

 

(10%)

 

Overhead

 

2,194,487

 

1,992,130

 

10%

 

4,411,926

 

3,990,541

 

11%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Costs

 

20,090,267

 

24,239,339

 

(17%)

 

45,131,071

 

47,412,022

 

(5%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Proceeds

 

26,564,058

 

26,406,340

 

1%

 

47,483,289

 

75,263,707

 

(37%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Profits Percentage

 

80%

 

80%

 

 

 

80%

 

80%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Profits Income

 

$21,251,246

 

$21,125,072

 

1%

 

$37,986,631

 

$60,210,966

 

(37%)

 


(a)

Because of the two-month interval between time of production and receipt of net profits income by the trust, (1) oil and gas sales for the quarter ended June 30 generally represent production for the period February through April and (2) oil and gas sales for the six months ended June 30 generally represent production for the period November through April.

 

 

(b)

Oil and gas sales volumes are allocated to the net profits interests based upon a formula that considers oil and gas prices and the total amount of production expense and development costs. Changes in any of these factors may result in disproportionate fluctuations in volumes allocated to the net profits interests. Therefore, comparative discussion of oil and gas sales volumes is based on the underlying properties.

 

 

(c)

See Note 2 to Condensed Financial Statements.

14




The following are explanations of significant variances on the underlying properties from second quarter 2006 to second quarter 2007 and from the first six months of 2006 to the comparable period in 2007:

Sales Volumes

Gas

Gas sales volumes decreased 6% for the second quarter and 5% for the six-month period primarily because of natural production decline, partially offset by increased production from new wells and workovers and the timing of cash receipts.

Oil

Oil sales volumes decreased 5% for the second quarter and 9% for the six-month period primarily because of natural production decline, partially offset by increased production from new wells and workovers and the timing of cash receipts.  In addition, oil sales volumes decreased for the six-month period because of prior period volume adjustments in 2007.

Sales Prices

Gas

The second quarter 2007 average gas price was $6.21 per Mcf, a 2% decrease from the second quarter 2006 average gas price of $6.32 per Mcf.  For the six-month period, the average gas price decreased 21% to $6.07 per Mcf in 2007 from $7.73 per Mcf in 2006.  The aftermath of 2005 Gulf of Mexico hurricane activity elevated 2006 prices, while the lack of such activity in 2006 contributed to lower prices in 2007.  Prices will continue to be affected by weather, the U.S. economy, the level of North American production, crude oil prices and import levels of liquified natural gas, and are expected to remain volatile.  The second quarter 2007 gas price is primarily related to production from February through April 2007, when the average NYMEX price was $7.34 per MMBtu, or 3% lower than the comparable 2006 period average NYMEX price of $7.58 per MMBtu.  The average NYMEX price for May and June 2007 was $7.55 per MMBtu.  At July 16, 2007, the average NYMEX futures price for the following twelve months was $7.63 per MMBtu.  Recent trust gas prices have averaged approximately 20% lower than the NYMEX price.

Recent gas prices in the Rocky Mountain region have been significantly lower as a result of pipeline constraints and lower regional demand.  This has resulted in lower realized prices for the trust’s Wyoming gas production.  Realized gas prices for May 2007 Wyoming production were approximately 33% lower than the NYMEX price.  With current pipeline expansions not projected for completion until late 2007 or early 2008, the lower realized gas prices are expected to continue for the remainder of the year.  At July 16, 2007, the average futures price for the following six months is expected to be approximately 38% lower than the NYMEX price.  Wyoming gas production was approximately 28% of total trust gas production for the six-month period ended June 30, 2007.

Oil

The second quarter 2007 average oil price was $58.60 per Bbl, an 8% decrease from the second quarter 2006 average oil price of $63.54 per Bbl.  The year-to-date average oil price decreased 6% to $57.94 per Bbl in 2007 from $61.38 per Bbl in 2006.  Oil prices were lower for both periods primarily because of higher oil prices in 2006 as a result of 2005 Gulf of Mexico hurricanes, supply shortage concerns and inadequate sour crude refining capacity.  Declining gasoline supplies, strong global demand and geopolitical concerns have

15




caused recent oil prices to fluctuate between $65.00 and $74.00 per Bbl.  Oil prices are expected to remain volatile.  The average NYMEX price for May and June 2007 was $65.52 per Bbl.  At July 16, 2007, the average NYMEX futures price for the following twelve months was $73.45 per Bbl.  Recent trust oil prices have averaged approximately 5% lower than the NYMEX price.

Costs

Taxes

Taxes, transportation and other decreased 6% for the quarter and 11% for the six-month period primarily because of decreased production taxes related to lower revenues.  In addition, decreased taxes, transportation and other for the six-month period was partially offset by increased property taxes related to the timing of cash disbursements.

Production

Production expense increased 16% for the quarter and 7% for the six-month period primarily because of increased repair and maintenance, compressor rental, labor and other costs, partially offset by decreased fuel costs.

Development

Development costs deducted in the calculation of net profits income are based on the development budget.  These development costs decreased 38% for the second quarter and 10% for the six-month period primarily because of the timing of development activity and expenditures and lower costs.  During the first half of 2007, 13 wells were completed and six wells were pending completion on the underlying properties at June 30.

As of December 31, 2006, cumulative actual costs exceeded cumulative budgeted costs deducted by approximately $3.4 million.  In calculating net profits income, XTO Energy deducted budgeted development costs of $7.8 million for the quarter and $20.3 million for the six-month period.  After considering actual development costs of $10.0 million for the quarter and $13.8 million for the six-month period, cumulative budgeted costs deducted exceeded actual costs by approximately $3.1 million at June 30, 2007.

XTO Energy has advised the trustee that total 2007 budgeted development costs for the underlying properties are approximately $46.0 million.  The 2007 budget year generally coincides with the trust distribution months from April 2007 through March 2008.  The monthly development cost deduction will be reevaluated by XTO Energy and revised as necessary, based on the 2007 budget and the timing and amount of actual expenditures.  See Note 2 to Condensed Financial Statements.

Overhead

Overhead increased 10% for the quarter and 11% for the six-month period primarily because of the annual rate adjustment based on an industry index and prior period adjustments.

16




Forward-Looking Statements

This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical fact included in this Form 10-Q, including, without limitation, statements regarding the net profits interests, underlying properties, development activities, annual and monthly development, production and other costs and expenses, oil and gas prices and differentials to NYMEX prices, supply shortages, future drilling, completion of pipeline expansions, workover and restimulation plans, distributions to unitholders and industry and market conditions, are forward-looking statements that are subject to risks and uncertainties which are detailed in Part I, Item 1A of the trust’s Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated by this reference as though fully set forth herein.  Although XTO Energy and the trustee believe that the expectations reflected in such forward-looking statements are reasonable, neither XTO Energy nor the trustee can give any assurance that such expectations will prove to be correct.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes in the trust’s market risks, as disclosed in Part II, Item 7A of the trust’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 4.            Controls and Procedures.

As of the end of the period covered by this report, the trustee carried out an evaluation of the effectiveness of the design and operation of the trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.  Based upon that evaluation, the trustee concluded that the trust’s disclosure controls and procedures are functioning effectively to ensure that information required to be disclosed in reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the periods required and that this information is accumulated and communicated to allow timely decisions regarding required disclosures.  In its evaluation of disclosure controls and procedures, the trustee has relied, to the extent considered reasonable, on information provided by XTO Energy.  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.

17




PART II - OTHER INFORMATION

Item 1.

Not applicable.

Item 1A.  Risk Factors.

There have been no material changes in the risk factors disclosed under Part I, Item 1A of the trust’s Annual Report on Form 10-K for the year ended December 31, 2006.

Items 2 through 5.

Not applicable.

Item 6.            Exhibits.

(a)          Exhibits.

Exhibit Number
and Description

 

 

 

 

 

 

(15)

 

Awareness letter of KPMG LLP

 

 

 

 

 

(31)

 

Rule 13a-14(a)/15d-14(a) Certification

 

 

 

 

 

(32)

 

Section 1350 Certification

 

 

 

 

 

(99)

 

Items 1A, 7 and 7A to the Annual Report on Form 10-K for Hugoton Royalty Trust filed with the Securities and Exchange Commission on March 1, 2007 (incorporated herein by reference)

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.

 

HUGOTON ROYALTY TRUST

 

By BANK OF AMERICA, N.A., TRUSTEE

 

 

 

 

 

 

 

By

/S/ NANCY G. WILLIS

 

 

 

Nancy G. Willis

 

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

XTO ENERGY INC.

 

 

 

 

 

 

 

 

 

 

 

 

Date: July 20, 2007

By

/S/ LOUIS G. BALDWIN

 

 

 

Louis G. Baldwin

 

 

Executive Vice President

 

 

and Chief Financial Officer

 

19



EX-15 2 a07-19053_1ex15.htm EX-15

EXHIBIT 15

Bank of America, N.A. as Trustee

  for the Hugoton Royalty Trust:

Re: Registration Statement No. 333-81849 on Form S-8

With respect to the subject registration statement, we acknowledge our awareness of the use therein of our report dated July 19, 2007 related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

 

KPMG LLP

 

Dallas, Texas

July 20, 2007

 



EX-31 3 a07-19053_1ex31.htm EX-31

EXHIBIT 31

CERTIFICATIONS

I, Nancy G. Willis, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Hugoton Royalty Trust, for which Bank of America, N.A. acts as Trustee;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), or for causing such controls and procedures to be established and maintained, for the registrant and I have:

 

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:

 

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

In giving the certifications in paragraphs 4 and 5 above, I have relied to the extent I consider reasonable on information provided to me by XTO Energy Inc.

Date: July 20, 2007

By

/S/ NANCY G. WILLIS

 

 

Nancy G. Willis

 

 

Vice President

 

 

Bank of America, N.A.

 



EX-32 4 a07-19053_1ex32.htm EX-32

EXHIBIT 32

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Hugoton Royalty Trust (the “Trust”) on Form 10-Q for the quarterly period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, not in its individual capacity but solely as the trustee of the Trust, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to its knowledge:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

Bank of America, N.A.,

 

 

Trustee for Hugoton Royalty Trust

 

 

 

 

 

 

July 20, 2007

By

/S/ NANCY G. WILLIS

 

 

Nancy G. Willis

 

 

Vice President

 



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