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 September 30, 1995
Commission File No. 1-8032
SAN JUAN BASIN ROYALTY TRUST
Texas I.R.S. No. 75-6279898
Bank One, Texas, NA, 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 November 14, 1995:
46,608,796
- ----------
Page 1 of 18
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, NA 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 September 30, 1995, and the distributable income and changes in trust
corpus for the three-month and nine-month periods ended September 30, 1995 and
1994 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
limited review of the condensed financial statements as of September 30, 1995
and for the three-month and nine-month periods ended September 30, 1995 and
1994 included herein.
-2-
INDEPENDENT ACCOUNTANTS' REPORT
Bank One, Texas, NA as Trustee for the
San Juan Basin Royalty Trust:
We have made a review of the condensed statement of assets, liabilities and
trust corpus of the San Juan Basin Royalty Trust as of September 30, 1995 and
the related condensed statements of distributable income and changes in trust
corpus for the three-month and nine-month periods ended September 30, 1995 and
1994. These financial statements are the responsibility of the Trustee.
We conducted our reviews 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 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 generally accepted auditing
standards, the statement of assets, liabilities and trust corpus of the San
Juan Basin Royalty Trust as of December 31, 1994, 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 20, 1995, 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, 1994 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
- --------------------------------------
DELOITTE & TOUCHE LLP
November 8, 1995
-3-
<TABLE>
<CAPTION>
SAN JUAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
- -------------------------------------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
ASSETS 1995 1994
(UNAUDITED)
<S> <C> <C>
Cash and short-term investments $ 1,047,906 $ 589,365
Net overriding royalty interests in producing
oil and gas properties (net of accumulated
amortization of $62,448,198 and $58,333,488
at September 30, 1995 and December 31, 1994, 70,827,330 74,942,040
respectively) ---------- ----------
$71,875,236 $75,531,405
========== ==========
LIABILITIES AND TRUST CORPUS
Distribution payable to Unit holders (Note 3) $ 1,047,906 $ 589,365
Commitments and contingencies (Note 3)
Trust corpus - 46,608,796 Units of beneficial
interest authorized and outstanding 70,827,330 74,942,040
---------- ----------
$71,875,236 $75,531,405
========== ==========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Royalty income (Note 3) $3,542,265 $3,923,746 $13,476,447 $19,918,042
Interest income 9,400 8,561 28,432 30,012
--------- --------- ---------- ----------
3,551,665 3,932,307 13,504,879 19,948,054
General and administrative
costs 219,876 142,087 896,817 578,275
--------- --------- ---------- ----------
Distributable income $3,331,789 $3,790,220 $12,608,062 $19,369,779
========= ========= ========== ==========
Distributable income per Unit
(46,608,796 Units) $ 0.071482 $ 0.081320 $ 0.270507 $ 0.415582
======== ======== ======== ========
<FN>
The accompanying notes to condensed financial statements are an integral part of these statements.
</FN>
</TABLE>
-4-
<TABLE>
<CAPTION>
SAN JUAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- ------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Trust corpus, beginning of period $72,169,081 $76,792,668 $74,942,040 $79,898,032
Amortization of net overriding
royalty interest (1,341,751) (945,089) (4,114,710) (4,050,453)
Distributable income 3,331,789 3,790,220 12,608,062 19,369,779
Distributions declared (3,331,789) (3,790,220) (12,608,062) (19,369,779)
--------- --------- --------- ----------
Trust corpus, end of period $70,827,330 $75,847,579 $70,827,330 $75,847,579
========== ========== ========== ==========
<FN>
The accompanying notes to condensed financial statements are an integral part of these statements.
</FN>
</TABLE>
-5-
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:
- Royalty income recorded for a month is the amount computed
and paid by the interest owner, Southland Royalty Company
("Southland"), 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%.
- Trust expenses recorded are based on liabilities paid and
cash reserves established from royalty income for
liabilities and contingencies.
- Distributions to Unit holders are recorded when declared by
the Trustee.
- The conveyance which transferred the overriding royalty
interests 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 and certain cash reserves may be
established for contingencies which would not be accrued in
financial statements prepared in accordance with GAAP.
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 $1.01 per MMBtu for the year 1994 and is adjusted
for inflation annually. The credit currently applies to
production through the year 2002. 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
-6-
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.
3. COMMITMENTS AND CONTINGENCIES
On June 4, 1992, the Trustee filed suit against Meridian Oil Inc.
("MOI") and Southland in state district court in Rio Arriba
County, New Mexico. MOI and Southland are the operators of
certain of the Trust properties. The claims asserted on behalf
of the Trust in this lawsuit include breach of contract,
violation of the operator's duties and breach of fiduciary duty.
The relief sought includes compensatory and punitive damages as
well as the equitable remedy of removal of Southland and MOI from
certain positions including that of marketer of the Trust's gas.
In response, Southland filed suit on August 7, 1992, against the
Trustee in probate court in Tarrant County, Texas. The lawsuit
seeks declaratory relief that: (I) the rights and duties of the
Trustee be governed in accordance with and by the terms and
provisions of the trust instruments which established the Trust
as well as the Texas Trust Code, (II) the Trustee cannot object
to Southland's reports or audits after 180 days, (III) the
interests held by the Trust are not subject to partition, and
(IV) the Trust is without standing to remove Southland as
operator of the Trust properties. The lawsuit also seeks to
remove Bank One, Texas, NA as Trustee.
In a decision filed August 8, 1994, the Supreme Court of New
Mexico ruled in the lawsuit in the state district court in Rio
Arriba County, New Mexico, that venue was not proper and remanded
the case for dismissal without prejudice to its refiling. In its
ruling, the Supreme Court of New Mexico also ruled that venue is
proper in Santa Fe County, New Mexico. The August 8, 1994
decision does not relate to the merits of the Trust's claims.
The Trustee refiled the lawsuit in Santa Fe County, New Mexico on
August 31, 1994. The claims asserted and the relief sought on
behalf of the Trust in the suit filed in Santa Fe County include
breach of contract, breach of fiduciary duty and breach of the
covenant of good faith and fair dealing. The relief sought
includes compensatory and punitive damages, an accounting and a
permanent injunction relating to the operation of the Trust
properties.
On October 3, 1994, MOI and Southland filed a motion seeking to
dismiss the newly filed lawsuit on grounds of forum non
conveniens. MOI and Southland also filed two additional motions
seeking the dismissal of the Trust's claims of breach of
fiduciary duty and breach of the covenant of good faith and fair
dealing. The Trustee responded to these motions. The Trustee
filed a motion to amend the complaint of August 1994 in order to
allege that MOI and Southland have failed to account to the
Trustee for the volumes and revenues for a large number of wells
and to drop claims relating to the amendment by Southland of old
pipeline gas purchase contracts which occurred prior to the
Burlington Resources Inc. acquisition of Southland.
On May 25, 1995, the court denied the motion filed by MOI and
Southland to dismiss the lawsuit on the basis of forum non
conveniens. The court also denied MOI and Southland's motion to
dismiss the Trustee's claims relating to the breach of the
covenant of good faith and fair dealing. On June 5, 1995, the
court granted the Defendants' motion to dismiss the Trustee's
claims of breach of fiduciary duties by the Defendants.
On June 5, 1995, the Trustee announced that non-binding
mediation, which had been ongoing with regard to this lawsuit
filed in Santa Fe County, was not successful in resolving the
claims asserted by the Trust.
-7-
On July 5, 1995, Southland filed a counterclaim in the Santa Fe
County lawsuit. The counterclaim seeks declaratory relief as
follows:
A. That Southland's policy and practice of remitting payment
to the Trustee for the net overriding royalty interest
("NORI") based on the proceeds actually received by
Southland at prevailing prices in the area of production
constitutes good faith compliance with its duties and
obligations under the Net Overriding Royalty Conveyance
filed of record in San Juan County, New Mexico on
November 21, 1980 ("Conveyance");
B. That the revenues or profits realized by Meridian Oil
Trading Inc. ("MOTI") and Meridian Oil Hydrocarbons Inc.
("MOHI") on subsequent downstream resale or treatment of
the gas is immaterial to the calculation and payment of the
NORI.
C. That Meridian Oil Gathering Inc. ("MOGI") is not compelled
or required to grant the Trustee a discounted fee or rate
(different and less than that charged by MOGI to the owners
of other interests) for gathering and processing services
provided by MOGI;
D. That the Trustee has no power or authority under the
Conveyance or the San Juan Basin Royalty Trust Indenture
dated November 3, 1980 ("Indenture") to take exception to
the quarterly and annual reports and audits by Southland
relating to the NORI that were not timely excepted to in
writing by the Trustee as required by Section 2.04 of the
Conveyance, and that the reports and audits are deemed to
be correct as rendered.
E. That the Trustee is precluded under the Conveyance and
Indenture from seeking partition of the Trust and that its
attempt to do so in the complaint filed by the Trustee on
June 4, 1992, in Rio Arriba County, New Mexico ("First
Complaint") was wrongful.
F. That the Trustee is precluded under the Conveyance and
Indenture from seeking removal of Southland from the
position of operator of the subject properties, and that
its attempts to do so in the First Complaint and in the
amended complaint filed on October 29, 1992 in Rio Arriba
County, New Mexico ("Second Complaint") were wrongful.
G. That the Trustee is precluded under the Conveyance and
Indenture from demanding or requiring that Southland
abandon or relinquish its role in the management and
administration of sales, accounting and other non-field
related business pertaining to the Trust.
H. That Southland's future marketing plans for oil and gas
produced from the properties subject to the Conveyance are
in accordance and conformity with its duties and
obligations under the Conveyance.
I. That Southland is entitled to its costs, attorneys' fees
and for such other relief as the court deems just and
proper.
On August 4, 1995, the Trustee filed a motion to dismiss such
counterclaim. This motion was heard by the court on October 20,
1995, and the court granted the motion in part dismissing Claims
E. through I., leaving only those counterclaims defensive to the
Trustee's claims.
In September 1995, the Trustee filed a motion for leave to file its
Second Amended Complaint in order to more fully particularize the
pleadings, the nature of claims of liability in the case, and facts
supporting alter ego and single business enterprise liability and
fraudulent concealment as it pertains to the Defendants' statute of
limitations defense and to assert the following additional claims
for relief: breach of express good faith duty, constructive fraud,
unjust enrichment and prima facie tort and to add claims in the
alternative of intentional interference with contract and of
conspiracy. The hearing on such motion as well as other matters is
scheduled for November 17, 1995.
Trial is currently set in the Santa Fe County lawsuit for
February 1996.
-8-
A resolution of the Santa Fe County lawsuit favorable to the
Trust could possibly have a material effect on distributable
income depending on the nature and terms of the resolution.
4. CONTRACTS
In connection with a settlement agreement entered into effective
March 1, 1990, between Southland, Gas Company of New Mexico (a
division of Public Service Company of New Mexico) ("Gas Company")
and Sunterra Gas Gathering Company (a subsidiary of Public
Service Company of New Mexico) ("Sunterra"),
Southland entered into five year gas purchase agreements replacing
intrastate and interstate gas purchase agreements in effect at that
time at prices favorable under market conditions at the time of
the settlement. In addition, new gas gathering, transportation and
processing agreements were executed in connection with the
settlement. While it is impossible to determine the exact value
to be derived under these agreements, Southland has advised the
Trustee that it considers the terms of the agreements to be
favorable and of substantial additional value. Unit holders
should refer to Note 6 of Notes to Financial Statements in the
Trust's 1994 Annual Report for further discussion of these contracts
and their impact upon the Trust.
Southland informed the Trust that an amendment was entered into
for the 1994-1995 winter heating season. Gas Company and
Sunterra were required to purchase, at the wellhead, an average
volume of 10,529 MMBtu per day at $2.884 per MMBtu for the period
beginning November 1, 1994 and ending March 31, 1995 and an
additional 14,900 MMBtu per day at $3.146 per MMBtu for the
period beginning December 1, 1994 and ending February 28, 1995.
Gas Company and Sunterra were granted a make-up period of four
months beginning April 1, 1995 to fulfill this purchase
obligation.
Gas Company and Sunterra were granted recall rights on volumes up
to 15,000 MMBtu per day at the tailgate of the Kutz and Lybrook
plants, provided they have nominated the full contract volume
specified above. The price for recall gas will be the average of
the first and second issues of the Inside FERC EPNG SJ Index.
Southland has also advised the Trust that, effective July 1,
1995, Williams Field Service ("Williams") purchased the Kutz and
Lybrook processing plants and the gathering systems behind these
plants which were owned by Sunterra, Gas Company and Sunterra Gas
Processing Company ("SGPC") and that new gathering and processing
agreements with Williams have been entered into which contain
acceptable rates, terms and conditions. The new agreements
replaced the gathering and processing agreements with Gas
Company, Sunterra and SGPC effective on the closing date of the
sale of these facilities to Williams.
The Trust has further been advised by Southland that MOTI
negotiated an agreement with Gas Company providing for
transportation on Gas Company's Albuquerque mainline. This
agreement was effective on the closing date of the sale of such
gathering and processing facilities to Williams. This
transportation agreement is necessary to deliver volumes of gas
behind the Lybrook processing plant to mainline delivery points.
Southland has further advised the Trust that on September 13,
1994, MOTI, the marketing affiliate of Southland entered into a
gas sales agreement with Gas Company covering gas production from
the Trust properties for the five winter periods beginning
November 1, 1995 and ending March 31, 2000. Sales will be based
on a monthly published index as opposed to the previous fixed
price agreement. Valid delivery points under the agreement will
be the tailgate of the Lybrook plant, the tailgate of the Kutz
plant, the Blanco Hub, or Rio Puerco.
It is the understanding of the Trustee that Gas Company is now
known as PNM Gas Services.
******
-9-
Item 2. Trustee's Discussion and Analysis
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
The San Juan Basin Royalty Trust received royalty income of $3,542,265
and interest income of $9,400 during the third quarter of 1995. After
deducting administrative expenses of $219,876, distributable income
for the quarter was $3,331,789, or $.071482 per Unit. During the
third quarter of 1995, the tax credit relating to production from coal
seam wells totaled approximately $.03 per Unit. In the third quarter
of 1994, royalty income was $3,923,746, interest income was $8,561,
administrative expenses were $142,087 and distributable income was
$3,790,220, or $.081320 per Unit. In the third quarter of 1994, the
tax credit relating to production from coal seam wells was
approximately $.03 per Unit. Based on 46,608,796 Units outstanding,
the per Unit distributions for the third quarter of 1995 were as
follows:
July $.016857
August .032143
September .022482
--------
Quarter Total $.071482
========
Royalty income for the third quarter of 1995 was lower than that in
the third quarter of 1994 due primarily to lower gas prices in 1995.
Interest income was higher in the third quarter of 1995 as compared to
the third quarter of 1994 primarily due to increased interest rates.
Administrative expenses were higher in the third quarter of 1995, as
compared to the third quarter of 1994 primarily due to increased
expenses relating to litigation involving Bank One, NA, as Trustee,
and Meridian Oil Inc. ("MOI") and Southland Royalty Company
("Southland"). Trial is currently set for February 1996.
Capital costs incurred by Southland for the third quarter of 1995
amounted to $1,116,789 versus $2,817,626 for the third quarter of
1994. The decreased capital costs in 1995 were primarily attributable
to a decrease in the number of net well recompletions. Lease operating
expenses and property taxes attributable to the properties from which the
Royalty was carved were $2,937,729 for the third quarter of 1995 compared
with $2,268,403 for the third quarter of 1994.
In the third quarter of 1995, Southland advised the Trustee that 11
gross (.68 net) conventional wells and 8 gross (2.59 net) coal seam
wells were recompleted through September 30, 1995. Three gross (.67
net) conventional gas wells were completed on the properties from
which the Royalty was carved during the third quarter of 1994. There
were 4 gross (2.39 net) coal seam wells and 7 gross (2.24 net)
conventional wells in progress on September 30, 1995.
In the third quarter of 1994, three gross (1.10 net) conventional
wells were drilled on the Trust Properties. Four gross (3.50 net)
coal seam wells and thirteen gross (4.63 net) conventional wells were
recompleted in the third quarter of 1994. Four gross (2.55 net) coal
seam and 22 gross (7.14 net) conventional wells were in progress on
September 30, 1994.
Unit holders are referred to "Description of the Properties" in the
Trust's Annual Report for 1994 for further information concerning
Southland's coal seam well drilling program in the San Juan Basin.
This program includes properties in which the Trust owns an interest.
-10-
Gas and oil sales for the quarters ended September 30, 1995 and 1994
were as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Gas:
Total sales (Mcf) 8,905,543 7,821,361
Mcf per day 96,799 85,015
Average price (per Mcf) $1.08 $1.43
Oil:
Total sales (Bbls) 22,314 29,025
Bbls per day 243 315
Average price (per Bbl) $13.82 $14.82
ATTRIBUTABLE TO THE ROYALTIES:
Gas sales (Mcf) 3,605,926 2,934,702
Oil sales (Bbls) 8,819 10,717
The third quarter production figures are associated with actual oil and gas
production during May through July. In the third quarter of 1995, gas sales
from the properties from which the Royalty was carved were higher primarily
due to higher production from conventional gas wells. Gas prices were lower
during the third quarter of 1995 due to lower prices being paid by Meridian
Oil Trading, Inc., a subsidiary of MOI that markets a substantial portion of
the Trust's gas. Production from coal seam wells totaled 3,423,885 Mcf during
the third quarter of 1995, compared to 3,315,952 Mcf during the third quarter
of 1994. The average oil price for the third quarter of 1995 was lower than
that for the third quarter of 1994 primarily as a result of decreases in the
posted prices. Since the oil and gas sales attributable to the Royalty is
based on an allocation formula that is dependent upon such factors as price
and costs (including capital expenditures), the production amounts do not
provide a meaningful comparison.
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
For the nine months ended September 30, 1995, distributable income was
$12,608,062 ($.270507 per Unit) which was less than the $19,369,779 ($.415582
per Unit) of income distributed during the same period in 1994. Royalty
income decreased from $19,918,042 in the first nine months of 1994 as compared
to $13,476,447 in the first nine months of 1995 primarily as a result of
decreases in the average price of gas. For the nine month period ended
September 30, 1995, the tax credit relating to production from coal seam wells
totalled approximately $.09 per Unit in comparison to $.12 per Unit for the
same period in 1994. Interest income for the nine months ended September 30,
1995 was $28,432 compared to $30,012 during the first nine months of 1994.
The decrease in interest income due to the decrease in funds available for
investment was offset by an increase in interest rates during this period of
1995.
Capital costs incurred for the nine month period ending September 30, 1995
were $4,146,532. For the first nine months of 1994, capital expenditures
totaled $6,167,131. The decrease was due primarily to decreased drilling
activity. Southland advised that during the nine months ended September 30,
1995, 4 gross (1.54 net) coal seam and 24 gross (6.36 net) conventional
productive wells were completed on Trust Properties. Thirteen gross (7.59
net) coal seam wells and 33 gross (8.21 net) conventional wells were
recompleted through September 30, 1995. There were 4 gross (2.39 net) coal
seam wells and 7 gross (2.24 net) conventional wells in progress at
September 30, 1995. For the corresponding 1994 period, 8 gross (4.80 net)
coal seam and 12 gross (1.46 net) conventional productive wells were drilled
on the Trust Properties. Sixteen gross (9.57 net) coal seam wells and 40
gross (10.66 net) conventional wells were recompleted through September 30,
1994. There were 4 gross (2.55 net) coal seam wells and 22 gross (7.14 net)
conventional wells in progress at September 30, 1994.
-11-
Lease operating expenses and property taxes totaled approximately $7,682,175
for the first nine months of 1995 compared to $6,903,106 for the first nine
months of 1994.
For the nine months ended September 30, 1995 and 1994, gas and oil sales
compared as follows:
</TABLE>
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Gas:
Total sales (Mcf) 25,457,338 25,731,954
Mcf per day 93,250 94,256
Average price (per Mcf) $1.29 $1.69
Oil:
Total sales (Bbls) 57,333 64,418
Bbls per day 210 236
Average price (per Bbl) $14.37 $13.17
ATTRIBUTABLE TO THE ROYALTIES:
Gas sales (Mcf) 11,467,199 12,647,649
Oil sales (Bbls) 25,761 30,226
</TABLE>
The first nine months production figures are associated with actual oil and
gas production during November 1994 through July 1995. The average price of
gas sold from the properties from which the Royalty was carved decreased from
$1.69 per Mcf to $1.29 per Mcf primarily as a result of lower spot market
prices in 1995. The average price per barrel of oil increased due to higher
posted prices. Since the oil and gas sales attributable to the Royalty is
based on an allocation formula that is dependent upon such factors as price
and costs (including capital expenditures), the production amounts do not
provide a meaningful comparison.
-12-
ROYALTY CALCULATION:
Royalty income received by the Trust for the three months and nine months
ended September 30, 1995 and 1994, respectively, was computed as shown in the
following table:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- ---------------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Gross proceeds of sales from the
properties from which the net
overriding royalty was carved:
Gas proceeds $9,621,865 $11,158,865 $ 32,726,022 $43,544,751
Oil proceeds 308,458 430,006 823,952 848,217
Other proceeds 2,592 2,592
----------- ---------- ---------- ----------
Total 9,932,915 11,588,871 33,552,566 44,392,968
---------- ---------- ---------- ----------
Less production costs:
Severance tax - Gas 1,120,850 1,226,386 3,670,520 4,676,979
Severance tax - Oil 34,527 44,795 84,743 88,363
Lease operating expenses and
property tax 2,937,729 2,268,403 7,682,175 6,903,106
Capital expenditures 1,116,789 2,817,626 4,146,532 6,167,131
--------- ---------- ---------- ----------
Total 5,209,895 6,357,210 15,583,970 17,835,579
--------- ---------- ---------- ----------
Net profits 4,723,020 5,231,661 17,968,596 26,557,389
--------- ---------- ---------- ----------
Net overriding royalty interest 75% 75% 75% 75%
--------- --------- ---------- ----------
Royalty income $ 3,542,265 $ 3,923,746 $13,476,447 $19,918,042
========= ========= ========= ==========
</TABLE>
-13-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Trustee of the San Juan Basin Royalty Trust (the "Trust"),
has filed suit against Meridian Oil Inc. ("MOI") and Southland
Royalty Company ("Southland") in state district court in Rio
Arriba County, New Mexico, Cause No. RA 92-1211(C).
The principal asset of the Trust consists of a seventy-five
percent (75%) net overriding royalty interest carved out of
certain of Southland's oil and gas leasehold and royalty
interests in the San Juan Basin located in San Juan, Rio Arriba
and Sandoval counties of northwestern New Mexico (the "Trust
Properties"). MOI and Southland are the operators of the Trust
Properties.
The claims asserted on behalf of the Trust in the lawsuit include
breach of contract, violation of the operator's duties and breach
of fiduciary duty. The relief sought includes compensatory and
punitive damages as well as the equitable remedies of removal of
Southland and MOI from certain positions including that of
marketer of the Trust's gas.
In response, Southland filed suit on August 7, 1992 against the
Trustee in probate court in Tarrant County, Texas, Cause No. 92-
1927-2. The lawsuit seeks declaratory relief that: (i) the
rights and duties of the Trustee be governed in accordance with
and by the terms and provisions of the trust instruments which
established the Trust as well as the Texas Trust Code, (ii) the
Trustee cannot object to Southland's reports or audits after 180
days, (iii) the interests held by the Trust are not subject to
partition, and (iv) the Trust is without standing to remove
Southland as operator of the Trust properties. The lawsuit also
seeks to remove Bank One, Texas, N.A. as Trustee.
In a decision filed August 8, 1994, the Supreme Court of New
Mexico ruled in the lawsuit filed by the Trustee against MOI and
Southland in state district court in Rio Arriba County, New
Mexico in June 1992, that venue was not proper in Rio Arriba
County and remanded the case for dismissal without prejudice to
its refiling. In its ruling, the Supreme Court of New Mexico
also ruled that venue was proper in Santa Fe County, New Mexico.
The August 8, 1994 decision does not relate to the merits of the
Trust's claims. The Trustee refiled the lawsuit in Santa Fe
County, New Mexico on August 31, 1994. The claims asserted and
the relief sought on behalf of the Trust in the suit filed in
Santa Fe County include breach of contract, breach of fiduciary
duty and breach of the covenant of good faith and fair dealing.
The relief sought includes compensatory and punitive damages, an
accounting and a permanent injunction relating to the operation
of the Trust properties.
On October 3, 1994, MOI and Southland filed a motion seeking to
dismiss the newly filed lawsuit on the grounds of forum non
conveniens. MOI and Southland also filed two additional motions
seeking the dismissal of the Trust's claims of breach of
fiduciary duty and breach of the covenant of good faith and fair
dealing. The Trustee responded to these motions. The Trustee
filed a motion to amend the complaint of August 1994 in order to
allege that MOI and Southland have failed to account to the
Trustee for the volumes and revenues for a large number of wells
and to drop claims relating to the amendment by Southland of old
pipeline gas purchase contracts which occurred prior to the
Burlington Resources Inc. acquisition of Southland. On May 25,
1995, the court denied the motion filed by the Defendants to
dismiss the lawsuit on the basis of forum non conveniens. The
court also denied the Defendants' motion to dismiss the Trustee's
claims relating to breach of the covenant of good faith and fair
dealing. On June 5, 1995, the court granted the Defendants'
motion to dismiss the Trustee's claims of breach of fiduciary
duties by the Defendants.
On June 5, 1995, the Trustee announced that non-binding
mediation, which had been ongoing with regard to this lawsuit
filed in Santa Fe County, was not successful in resolving the
claims asserted by the Trust.
-14-
On July 5, 1995, Southland filed a counterclaim in the Santa Fe
County lawsuit. The counterclaim seeks declaratory relief as
follows:
A. That Southland's policy and practice of remitting payment to
the Trustee for the net overriding royalty interest ("NORI")
based on the proceeds actually received by Southland at
prevailing prices in the area of production constitutes good
faith compliance with its duties and obligations under the Net
Overriding Royalty Conveyance filed of record in San Juan County,
New Mexico on November 21, 1980 ("Conveyance");
B. That the revenues or profits realized by Meridian Oil Trading
Inc. ("MOTI") and Meridian Oil Hydrocarbons Inc. ("MOHI") on
subsequent downstream resale or treatment of the gas is
immaterial to the calculation and payment of the NORI.
C. That Meridian Oil Gathering Inc. ("MOGI") is not compelled or
required to grant the Trustee a discounted fee or rate (different
and less than that charged by MOGI to the owners of other
interests) for gathering and processing services provided by
MOGI;
D. That the Trustee has no power or authority under the
Conveyance or the San Juan Basin Royalty Trust Indenture dated
November 3, 1980 ("Indenture") to take exception to the quarterly
and annual reports and audits by Southland relating to the NORI
that were not timely excepted to in writing by the Trustee as
required by Section 2.04 of the Conveyance, and that the reports
and audits are deemed to be correct as rendered.
E. That the Trustee is precluded under the Conveyance and
Indenture from seeking partition of the Trust and that its
attempt to do so in the complaint filed by the Trustee on June 4,
1992, in Rio Arriba County, New Mexico ("First Complaint") was
wrongful.
F. That the Trustee is precluded under the Conveyance and
Indenture from seeking removal of Southland from the position of
operator of the subject properties, and that its attempts to do
so in the First Complaint and in the amended complaint filed on
October 29, 1992 in Rio Arriba County, New Mexico ("Second
Complaint") were wrongful.
G. That the Trustee is precluded under the Conveyance and
Indenture from demanding or requiring that Southland abandon or
relinquish its role in the management and administration of
sales, accounting and other non-field related business pertaining
to the Trust.
H. That Southland's future marketing plans for oil and gas
produced from the properties subject to the Conveyance are in
accordance and conformity with its duties and obligations under
the Conveyance.
I. That Southland is entitled to its costs, attorneys' fees and
for such other relief as the court deems just and proper.
On August 4, 1995, the Trustee filed a motion to dismiss such
counterclaim. This motion was heard by the court on October 20,
1995, and the court granted the motion in part dismissing Claims
E. through I., leaving only those counterclaims defensive to the
Trustee's claims.
In September 1995, the Trustee filed a motion for leave to file its
Second Amended Complaint in order to more fully particularize the
pleadings, the nature of claims of liability in the case, and facts
supporting alter ego and single business enterprise liability and
fradulent concealment as it pertains to the Defendants' statute of
limitations defense and to assert the following additional
-15-
claims for relief: breach of express good faith duty, constructive
fraud, unjust enrichment and prima facie tort and to add claims in the
alternative of intentional interference with contract and of
conspiracy. The hearing on such motion as well as other matters is
scheduled for November 17, 1995.
Trial is currently set in the Santa Fe County lawsuit for
February 1996.
A resolution of the Santa Fe County lawsuit favorable to the
Trust could possibly have a material effect on distributable
income depending on the nature and terms of the resolution.
-16-
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, NA), 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, NA), 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) Reports in Form 8-K
There were no reports on Form 8-K filed during the quarter
ended September 30, 1995.
-17-
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, NA, AS TRUSTEE FOR THE
SAN JUAN BASIN ROYALTY TRUST
By /s/ LEE ANN ANDERSON
-----------------------------------
Lee Ann Anderson
Vice President
Dated as of November 14, 1995
(The Trust has no directors or executive officers.)
-18-
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, NA), 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, NA), 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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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 September 30, 1995, and the related condensed
statements of distributable income and changes in trust corpus for the
three-month period ended September 30, 1995.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,047,906
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,047,906
<PP&E> 133,275,528
<DEPRECIATION> 62,448,198
<TOTAL-ASSETS> 71,875,236
<CURRENT-LIABILITIES> 1,047,906
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 70,827,330
<TOTAL-LIABILITY-AND-EQUITY> 71,875,236
<SALES> 0
<TOTAL-REVENUES> 3,551,665
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 219,876
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,331,789
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,331,789
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,331,789
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
