================================================================================
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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-11450
------------------------
SANTA FE ENERGY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS
(STATE OR OTHER JURISDICTION 76-6081498
OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
GLOBAL TRUST SERVICES
600 TRAVIS, SUITE 1150
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (713) 216-5087
NONE
(Former name or former address, if changed 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 [ ]
Depository Units outstanding at July 30, 1999 - 6,300,000
================================================================================
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SANTA FE ENERGY TRUST
STATEMENT OF CASH PROCEEDS AND DISTRIBUTABLE CASH (UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Royalty income
ODC royalty..................... $ 715 $ 813 $ 1,362 $ 1,966
Willard royalty................. 283 380 588 920
Net profits royalty............. 1,066 1,727 1,914 3,199
Support payment................. 692 -- 1,471 --
---------- ---------- ---------- ----------
Total royalties...................... 2,756 2,920 5,335 6,085
Administrative fee to Santa Fe Snyder
Corp............................... (61) (59) (120) (116)
Cash withheld for trust expenses..... (175) (100) (175) (150)
---------- ---------- ---------- ----------
Distributable cash................... $ 2,520 $ 2,761 $ 5,040 $ 5,819
========== ========== ========== ==========
Distributable cash per trust unit.... $ 0.40000 $ 0.43820 $ 0.80000 $ 0.92359
========== ========== ========== ==========
Trust units outstanding.............. 6,300 6,300 6,300 6,300
========== ========== ========== ==========
</TABLE>
STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS
(IN THOUSANDS)
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
ASSETS
Current assets
Cash.................................. $ 4 $ 62
----------- ------------
Investment in royalty interests, at
cost.................................. 87,276 87,276
Less: accumulated amortization.......... (58,247) (55,058)
----------- ------------
29,029 32,218
----------- ------------
$ 29,033 $ 32,280
=========== ============
TRUST CORPUS
Trust corpus, 6,300,000 trust units
issued and outstanding................ $ 29,033 $ 32,280
=========== ============
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
SANTA FE ENERGY TRUST
STATEMENT OF CHANGES IN TRUST CORPUS (UNAUDITED)
(IN THOUSANDS)
Balance at December 31, 1997......... $ 40,051
Cash proceeds...................... 11,009
Cash distributions................. (10,859)
Trust expenses..................... (265)
Amortization of royalty
interests....................... (7,656)
----------
Balance at December 31, 1998......... 32,280
Cash proceeds...................... 5,215
Cash distributions................. (5,040)
Trust expenses..................... (232)
Amortization of royalty
interests....................... (3,190)
----------
Balance at June 30, 1999............. $ 29,033
==========
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. THE TRUST
The financial statements at June 30, 1999 and for the three and six months
then ended are unaudited and reflect all adjustments (consisting of only normal
and recurring adjustments) which are, in the opinion of Santa Fe, necessary for
a fair presentation of the financial position and cash proceeds and
distributable cash of the Santa Fe Energy Trust for the interim periods.
Santa Fe Energy Trust (the "Trust") was formed on October 22, 1992, with
Chase Bank of Texas, National Association, formerly Texas Commerce Bank,
National Association, as trustee (the "Trustee"), to acquire and hold certain
royalty interests (the "Royalty Interests") in certain properties (the
"Royalty Properties") conveyed to the Trust by Santa Fe Snyder Corporation,
formerly Santa Fe Energy Resources, Inc. ("Santa Fe"). The Royalty Interests
consist of two term royalty interests in two production units in the Wasson
field in west Texas (the "Wasson Royalties") and a net profits royalty
interest in certain royalty and working interests in a diversified portfolio of
properties located in twelve states (the "Net Profits Royalties"). The Royalty
Interests are passive in nature and the Trustee has no control over or
responsibility relating to the operation of the Royalty Properties. The Trust
will be liquidated on February 15, 2008 (the "Liquidation Date").
In November 1992, 5,725,000 Depository Units, each consisting of beneficial
ownership of one unit of undivided beneficial interest in the Trust ("Trust
Units") and a $20 face amount beneficial ownership interest in a $1,000 face
amount zero coupon United States Treasury obligation maturing on or about
February 15, 2008, were sold in a public offering for $20 per Depository Unit. A
total of $114.5 million was received from public investors, of which $38.7
million was used to purchase the Treasury obligations and $5.7 million was used
to pay underwriting commissions and discounts. Santa Fe received the remaining
$70.1 million and 575,000 Depository Units. In the first quarter of 1994 Santa
Fe sold in a public offering the 575,000 Depository Units which it held.
The trust agreement under which the Trust was formed (the "Trust
Agreement") provides, among other things, that:
o the Trustee shall not engage in any business or commercial
activity or acquire any asset other than the Royalty Interests
initially conveyed to the Trust;
o the Trustee may not sell all or any portion of the Wasson
Royalties or substantially all of the Net Profits Royalties
without the prior consent of Santa Fe;
o Santa Fe may sell the Royalty Properties, subject to and burdened
by the Royalty Interests, without consent of the holders of the
Trust Units; following any such transfer, the Royalty Properties
will continue to be burdened by the Royalty Interests and after
any such transfer the royalty payment attributable to the
transferred property will be calculated separately and paid by
the transferee;
o the Trustee may establish a cash reserve for the payment of any
liability which is contingent, uncertain in amount or that is not
currently due and payable;
o the Trustee is authorized to borrow funds required to pay
liabilities of the Trust, provided that such borrowings are
repaid in full prior to further distributions to the holders of
the Trust Units;
o the Trustee will make quarterly cash distributions to the holders
of the Trust Units.
4
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
NOTE 2. BASIS OF ACCOUNTING
The financial statements of the Trust are prepared on the cash basis of
accounting for revenues and expenses. Royalty income is recorded when received
(generally during the quarter following the end of the quarter in which the
income from the Royalty Properties is received by Santa Fe) and is net of any
cash basis exploration and development expenditures and amounts reserved for any
future exploration and development costs. Expenses of the Trust, which will
include accounting, engineering, legal, and other professional fees, Trustee
fees, an administrative fee paid to Santa Fe and out-of-pocket expenses, are
recognized when paid. Under generally accepted accounting principles, revenues
and expenses would be recognized on an accrual basis. Amortization of the
Trust's investment in Royalty Interests is recorded using the unit-of-production
method in the period in which the cash is received with respect to such
production.
The conveyance of the Royalty Interests to the Trust was accounted for as a
purchase transaction. The $87,276,000 reflected in the Statement of Assets and
Trust Corpus as Investment in Royalty Interests represents 6,300,000 Trust Units
valued at $20 per unit less the $38,724,000 paid for the Treasury obligations.
The carrying value of the Trust's investment in the Royalty Interests is not
necessarily indicative of the fair value of such Royalty Interests.
The Trust is a grantor trust and as such is not subject to income taxes and
accordingly no recognition has been given to income taxes in the Trust's
financial statements. The tax consequences of owning Trust Units are included in
the income tax returns of the individual Trust Unit holders.
The preparation of the Trust's financial statements requires the use of
certain estimates. Actual results may differ from such estimates.
NOTE 3. THE ROYALTY INTERESTS
The Wasson Royalties consist of interests conveyed out of Santa Fe's
royalty interest in the Wasson ODC Unit (the "ODC Royalty") and the Wasson
Willard Unit (the "Willard Royalty"). The ODC Royalty entitles the Trust to
receive quarterly royalty payments with respect to 12.3934% of the actual gross
oil production from the Wasson ODC Unit, subject to certain quarterly
limitations set forth in the conveyance agreement, for the period from November
1, 1992 to December 31, 2007. The Willard Royalty entitles the Trust to receive
quarterly royalty payments with respect to 6.8355% of the actual gross oil
production from the Wasson Willard Unit, subject to certain quarterly
limitations set forth in the conveyance agreement, for the period from November
1, 1992 to December 31, 2003.
The Net Profits Royalties entitle the Trust to receive, on a quarterly
basis, 90% of the net proceeds, as defined in the conveyance agreement, from the
sale of production from the properties subject to the conveyance agreement. The
Net Profits Royalties are not limited in term, although the Trustee is required
to sell such royalties prior to the Liquidation Date.
For any calendar quarter ending on or prior to December 31, 2002, the Trust
will receive additional royalty payments ("Support Payments") to the extent it
needs such payments to distribute $0.40 per Trust Unit per quarter. Such Support
Payments are limited to Santa Fe's remaining royalty interest in the Wasson ODC
Unit. If such Support Payments are received, certain proceeds otherwise payable
to the Trust in subsequent quarters may be reduced to recoup the amount of such
Support Payments. The aggregate of the
5
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
Support Payments, net of any amounts recouped, is limited to $20.0 million on a
revolving basis. From inception through the end of the second quarter 1999, the
Trust had received Support Payments totalling $3.6 million. During 1996 and 1997
Santa Fe recouped $2.1 million of such payments. The unrecouped Support Payments
at the end of the second quarter 1999 consist of $94,000, $779,000 and $692,000
received by the Trust in the fourth quarter of 1998, and the first and second
quarters of 1999 respectively. In the third quarter of 1999, the Trust received
a Support Payment of $541,000.
NOTE 4. DISTRIBUTION TO TRUST UNIT HOLDERS
The Trust has received royalty payments net of administrative fees paid to
Santa Fe and made distributions as follows:
ROYALTY DISTRIBUTIONS
PAYMENT --------------------------
RECEIVED AMOUNT PER TRUST UNIT
-------- ------- --------------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
1998
First quarter................... $ 3,108 $ 3,058 $0.48539
Second quarter.................. 2,861 2,761 0.43820
Third quarter................... 2,520 2,520 0.40009
Fourth quarter.................. 2,520(a) 2,520 0.40000
-------- ------- --------------
11,009 10,859 1.72368
======== ======= ==============
1999
First quarter................... $ 2,520(b) $ 2,520 $0.40000
Second quarter.................. 2,695(c) 2,520 0.40000
-------- ------- --------------
$ 5,215 $ 5,040 $0.80000
======== ======= ==============
- ------------
(a) Includes Support Payment of $94,000, or $0.01490 per Trust Unit.
(b) Includes Support Payment of $779,000, or $0.12363 per Trust Unit.
(c) Includes Support Payment of $692,000, or $0.10981 per Trust Unit.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL; LIQUIDITY AND CAPITAL RESOURCES
Santa Fe Energy Trust (the "Trust") was formed on October 22, 1992 with
Chase Bank of Texas, National Association, formerly Texas Commerce Bank,
National Association as trustee (the "Trustee"), to acquire and hold certain
royalty interests (the "Royalty Interests") in certain properties (the
"Royalty Properties") conveyed to the Trust by Santa Fe Snyder Corporation,
formerly Santa Fe Energy Resources, Inc. ("Santa Fe"). The Trust is a passive
entity with the Trustee's primary responsibility being the collection and
distribution of proceeds from the Royalty Interests and the payment of Trust
liabilities and expenses (see Note 1 to the financial statements of the Trust).
The Royalty Interests consist of two term royalty interests in two production
units (the Wasson ODC Unit and the Wasson Willard Unit) in the Wasson field in
west Texas (the "Wasson Royalties") and a net profits royalty interest (the
"Net Profits Royalties") in certain royalty and working interest properties in
a diversified portfolio of properties located predominantly in Texas, Louisiana
and Oklahoma (the "Net Profits Properties"). Under the terms of the Trust
Agreement, the Trustee cannot engage in any other business or commercial
activity or acquire any asset other than the Royalty Interests initially
conveyed to the Trust. Therefore, the Royalty Interests are the sole source of
funds for the Trust from which to pay expenses and liabilities and make
distributions to the holders of the Trust Units. The Trust will be liquidated on
or before February 15, 2008 (the "Liquidation Date").
The Wasson Royalties are fixed percentage royalty interests in specified
levels of quarterly maximum production from the underlying properties in each
year during the term of the respective royalty. The Wasson ODC Royalty and the
Wasson Willard Royalty terminate on December 31, 2007 and December 31, 2003,
respectively. The Net Profits Royalties are life-of-property interests which
will be sold by the Trust prior to the Liquidation Date. The Net Profits
Royalties entitle the Trust to receive 90% of the net proceeds (after deducting,
among other things, the costs of production and marketing and capital
expenditures) from the sale of production from the Net Profits Properties. The
Net Profits Properties are generally mature producing oil and gas properties and
the production and reserves attributable to such properties are expected to
decline substantially over the life of the Trust. The Net Profits Royalties are
expected to have a relatively small liquidation value at the Liquidation Date.
For any calendar quarter ending on or prior to December 31, 2002, the Trust
will receive additional royalty payments ("Support Payments") to the extent it
needs such payments to distribute $0.40 per Trust Unit per quarter. Such Support
Payments are limited to Santa Fe's remaining royalty interest in the Wasson ODC
Unit. If Support Payments are received, certain proceeds otherwise payable to
the Trust in subsequent quarters may be reduced to recoup the amount of such
Support Payments. The aggregate amount of Support Payments, net of any amounts
recouped, is limited to $20.0 million on a revolving basis. From inception
through the end of the second quarter of 1999, Support Payments received by the
Trust totaled $3.6 million. In 1996 and 1997 Santa Fe recouped $2.1 million of
such Support Payments. The unrecouped Support Payments at the end of the second
quarter 1999 consist of $94,000, $779,000 and $692,000 received by the Trust in
the fourth quarter of 1998 and the first and second quarters of 1999,
respectively. In the third quarter of 1999, the Trust received a Support Payment
of $541,000. Future recoupments will be made only to the extent of the Support
Payments made in the fourth quarter of 1998, the first, second and third
quarters of 1999 and future Support Payments. Depending on factors such as sales
prices and volumes and the level of operating costs and capital expenditures,
Support Payments may be required in subsequent quarters to allow the Trust to
make distributions of $0.40 per Trust Unit per quarter. Due to low commodity
prices,
7
<PAGE>
almost all of the production proceeds from Santa Fe's royalty interest in the
Wasson ODC unit for the first and second quarters of 1999 were used to make the
Support Payments.
Trust expenses include accounting, engineering, legal and other
professional fees, Trustee fees, an administrative fee paid to Santa Fe and
other out-of-pocket expenses. From time to time Santa Fe may, at its sole
discretion and without any obligation to do so, advance funds to the Trust for
the timely payment of such expenses and receive reimbursement therefor in later
periods. In addition, the Trustee is authorized to borrow funds required to pay
liabilities of the Trust, provided that such borrowings are repaid in full prior
to making further distributions to the holders of the Trust Units. Currently
there are no such borrowings outstanding or contemplated other than the
above-described advances which Santa Fe has made or may continue to make.
Since, on an equivalent basis, the majority of the Trust's proved reserves
are crude oil, even relatively modest changes in crude oil prices may
significantly affect the Trust's revenues and results of operations. Crude oil
prices are subject to significant changes in response to fluctuations in the
domestic and world supply and demand and other market conditions as well as the
world political situation as it affects OPEC, the Middle East and other
producing countries. In addition, a substantial portion of the Trust's revenues
come from properties which produce sour (i.e., high sulfur content) crude oil
which sells at prices lower than sweeter (i.e., low sulfur content) crude oils.
The Trust's average crude oil sales price (excluding the effect of Support
Payments and recoupments) for the second quarter of 1999 was $10.43 per barrel
or 26% lower than for the same period in 1998 (see Results of Operations). Crude
oil prices with respect to the Trust's results in the third quarter of 1999
averaged $14.47 per barrel on the Royalty Properties.
Natural gas prices fluctuate due to weather conditions, the level of
natural gas in storage, the relative balance between supply and demand and other
economic factors. The Trust's weighted average price for natural gas in the
second quarter of 1999 was $1.94 per Mcf, approximately 27% lower than the $2.64
per Mcf received in the second quarter of 1998. Natural gas prices with respect
to the Trust's results in the third quarter of 1999 averaged $1.71 per Mcf on
the Royalty Properties.
RESULTS OF OPERATIONS
The Trust's results of operations are dependent upon the sales prices and
quantities of oil and gas produced from the Royalty Properties, the costs of
producing such resources and the amount of capital expenditures made with
respect to such properties.
Royalty income is recorded by the Trust when received, generally during the
quarter following the end of the quarter in which revenues are received and
costs and expenses are paid by Santa Fe. Cash proceeds from the Royalty
Properties may fluctuate from quarter to quarter due to the timing of receipts
and payment of revenues and costs and expenses as well as changes in prices and
production volumes. The following table reflects pertinent information with
respect to the cash proceeds from the Royalty Properties and the net
distributable cash of the Trust. The information presented with respect to the
third quarter of 1999 reflects revenues received and costs and expenses paid by
Santa Fe in the second quarter of 1999. On August 31, 1999 the Trust will make a
cash distribution of $2.5 million, or $0.40000 per Trust Unit, to unitholders of
record on August 16, 1999.
8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, THIRD
---------------------- -------------------------- QUARTER
1999 1998 1999 1998 1999
---------- ---------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
VOLUMES AND PRICES
Oil volumes (Bbls):
Wasson ODC royalty.............. 69,500 65,900 135,400 132,700 69,500
Wasson Willard royalty.......... 26,700 29,900 56,600 61,000 26,700
Net profits royalties........... 60,074 65,754 123,071 133,449 60,561
Support payments................ 60,629 -- 131,696 -- 33,605
Gas volumes (Mcf):
Net profits royalties........... 596,545 727,654 1,167,481 1,541,421 640,097
Oil average Rices ($/Bbl):
Wasson ODC royalty.............. $ 11.41 $ 13.77 $ 11.19 $ 16.00 $ 16.09
Wasson Willard royalty.......... 11.36 13.82 11.12 16.09 16.04
Net profits royalty............. 8.89 14.37 9.97 15.82 11.93
Support payments................ 11.41 -- 11.17 -- 16.09
Gas average prices ($/Mcf):
Net profits royalties........... 1.94 2.64 1.89 2.54 1.71
CASH PROCEEDS AND DISTRIBUTABLE CASH
(IN THOUSANDS, EXCEPT PER UNIT
DATA)
Wasson ODC royalty:
Sales........................... $ 793 $ 908 $ 1,515 $ 2,123 $ 1,118
Operating expenses.............. (78) (95) (153) (157) (96)
---------- ---------- ------------ ------------ --------
715 813 1,362 1,966 1,022
---------- ---------- ------------ ------------ --------
Wasson Willard royalty:
Sales........................... 303 413 629 981 428
Operating expenses.............. (20) (33) (41) (61) (35)
---------- ---------- ------------ ------------ --------
283 380 588 920 393
---------- ---------- ------------ ------------ --------
Net profits royalty:
Sales........................... 1,692 2,867 3,584 6,036 1,816
Operating expenses.............. (577) (833) (1,259) (1,564) (816)
Capital expenditures............ (49) (307) (411) (1,273) (325)
---------- ---------- ------------ ------------ --------
1,066 1,727 1,914 3,199 675
---------- ---------- ------------ ------------ --------
Support payment.................... 692 -- 1,471 -- 541
---------- ---------- ------------ ------------ --------
Total royalties.................... 2,756 2,920 5,335 6,085 2,631
Administrative fee to Santa Fe..... (61) (59) (120) (116) (61)
---------- ---------- ------------ ------------ --------
Payment received................... 2,695 2,861 5,215 5,969 2,570
Cash withheld for trust expenses... (175) (100) (175) (150) (50)
---------- ---------- ------------ ------------ --------
Distributable cash................. $ 2,520 $ 2,761 $ 5,040 $ 5,819 $ 2,520
========== ========== ============ ============ ========
Distributable cash per unit........ $ 0.40000 $ 0.43820 $ 0.80000 $ 0.92359 $0.40000
========== ========== ============ ============ ========
</TABLE>
The Trust's weighted average crude oil sales prices were $11.40 per barrel
for the Wasson Royalties and $8.89 per barrel for the Net Profits Royalties in
the second quarter of 1999 compared with $13.79 per barrel and $14.37 per
barrel, respectively, in the second quarter of 1998. Weighted average crude oil
prices for the first six months of 1999 were $11.17 per barrel for the Wasson
Royalties and $9.97 per barrel for the Net Profits Royalties compared with
$16.03 per barrel and $15.82 per barrel, respectively, for the same period in
1998. Oil prices in the third quarter of 1999 were $16.08 per barrel for the
Wasson Royalties and $11.93 per barrel for the Net Profits Royalties.
9
<PAGE>
The weighted average natural gas price in the second quarter of 1999 was
$1.94 per Mcf compared to $2.64 per Mcf in the second quarter of 1998. The
weighted average natural gas price was $1.89 per Mcf in the first six months of
1999 compared with $2.54 per Mcf for the same period in 1998. The natural gas
price was $1.71 per Mcf in the third quarter of 1999. Natural gas volumes
decreased in the second quarter and the first six months of 1999 compared to the
same periods in 1998 primarily due to payments received in the first six months
of 1998 related to prior period adjustments and normal field decline on the Net
Profits Properties.
Cash proceeds from the Wasson ODC royalty for the first and second quarters
of 1999 include Support Payments of $779,000 and $692,000, respectively. Crude
oil volumes for the Wasson ODC Royalty for the first and second quarters of 1999
include 71,067 and 60,629 barrels, respectively, attributable to the Support
Payments. The Support Payments in the first and second quarters of 1999 resulted
primarily from lower oil and gas prices. Depending on factors such as sales
prices and volumes and level of operating costs and capital expenditures,
Support Payments may be required in subsequent quarters to allow the Trust to
make a distribution of $0.40 per Trust Unit per quarter. (see -- General;
Liquidity and Capital Resources).
Proceeds from the Net Profits Royalties are net of capital expenditures
with respect to the development of the Net Profits Properties. Capital
expenditures in the Trust's first, second and third quarters of 1999 totalled
$362,000, $49,000 and $325,000, respectively. Additional capital expenditures of
$80,000 are expected for the fourth quarter of 1999. Operating expenses for the
Net Profits Royalties averaged $3.61 per barrel of oil equivalent ("BOE") in
the second quarter of 1999 compared with $4.45 per BOE in the second quarter of
1998. Operating expenses for the third quarter of 1999 averaged $4.88 per BOE.
Operating expenses may fluctuate from quarter to quarter due to the timing of
payments.
YEAR 2000
The risks associated with the Year 2000 problem are the results of computer
technology utilizing two digits rather than four to define a specific year.
Absent corrective action, a computer program or imbedded chip that is date
sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in system failures or miscalculations causing
disruptions to various activities and operations.
Santa Fe is the operator of a small number of the Royalty Properties and
for these properties has developed a plan to identify those risks related to the
Year 2000 problem, to remediate systems and equipment where required and to test
for Year 2000 compliance. Santa Fe has identified all critical computer systems
relating to trust administration and determined the remediation to be performed
and has already made the required modifications to its accounting system. Santa
Fe expects to complete all remediation of critical systems by October 31, 1999
and to test all of these systems in 1999. Santa Fe has developed a business
contingency plan in order to mitigate potential disruption to business
operations. The project timetable for Y2K compliance is based on Santa Fe's best
estimates. In developing these estimates, assumptions were made regarding future
events including, among other things, the availability of certain resources and
the continued co-operation of Santa Fe's customers, suppliers and vendors.
Actual timing may differ from Santa Fe's estimate due to unexpected difficulties
in locating and correcting relevant computer code and other factors.
For most of the Royalty Properties, Santa Fe relies on the performance of
unrelated third party operators and vendors for the receipt of Royalty income,
payment of expenses and disbursement of income distributable to the Trust. The
worst case scenario may involve failure of third party production equipment in
the field, which may result in disruption of operations until the problem is
resolved. Santa Fe has contacted the operators of the Royalty Properties that
generate the most amount of revenue for the Trust. Santa Fe is in the process of
evaluating the responses from these operators to determine if further action is
necessary. However, failure to successfully address the Year 2000 issue by such
operators or their third
10
<PAGE>
party vendors could have a material adverse impact on the Trust and its Unit
holders until the problem is resolved.
Santa Fe has stated that the project costs for Year 2000 compliance is
covered under the administrative fee paid by the Trust to Santa Fe.
Chase Bank of Texas, National Association, ("Chase"), has developed and
is implementing a program to prepare its systems and applications for the Year
2000, including those used to render services to the Trust. In that connection,
Chase intends to have such systems and applications capable of processing, on
and after January 1, 2000, date, and date-related data consistent with the
functionality of such systems and applications, without a material adverse
effect upon its performance of services as Trustee.
FORWARD LOOKING STATEMENTS
Management's Discussion and Analysis of Financial Condition and Results of
Operations includes certain statements (other than statements of historical
fact) that constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. When used herein, the words "anticipates," "expects," "believes,"
"seeks," "goals," "intends" or "projects" and similar expressions are
intended to identify forward-looking statements. It is important to note that
actual results could differ materially from those projected by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable and such
forward-looking statements are based upon the best data available at the time
this report is filed with the Securities and Exchange Commission, no assurance
can be given that such expectations will prove correct. Factors that could cause
results to differ materially from the results discussed in such forward-looking
statements include, but are not limited to, the following: production variances
from expectations, volatility of oil and gas prices, the need to develop and
replace reserves, the capital expenditures required to fund operations,
environmental risks, uncertainties about estimates of reserves, competition and
government regulation, political and litigation risks, and uncertanties
associated with the Year 2000 issue. All such forward-looking statements in this
document are expressly qualified in their entirety by the cautionary statements
in this paragraph.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DISCLOSURES ABOUT MARKET RISK
Production attributable to Santa Fe's royalty interest in the Wasson ODC
Unit and the Wasson Willard Unit is marketed by Santa Fe and is in some cases
sold at the wellhead at market responsive prices and in other cases is traded at
points within common carrier pipeline systems.
With regard to the Net Profits Properties, the operators of the properties
make all decisions regarding the marketing and sale of oil and gas production.
The ability of the operators to market the oil and gas produced from the Royalty
Properties depends upon numerous factors beyond their control, including the
proximity of the gas production to gas pipelines, the availability of capacity
in such pipelines, the demand for oil and gas by utilities and other end-users,
the effects of inclement weather, state and Federal regulation of oil and gas
production and Federal regulation of gas sold or transported in interstate
commerce. There is no assurance that such operators will be able to market all
of the oil or gas produced from the Royalty Properties or that favorable prices
will be obtained for the oil and gas produced.
11
<PAGE>
PART II
OTHER INFORMATION
ITEMS 1, 2, 3, 4 & 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
SEC FILE OR
REGISTRATION EXHIBIT
NUMBER NUMBER
-------------- -------
<S> <C> <C> <C>
3(a)* Form of Trust Agreement of Santa Fe 33-51760 3.1
Energy Trust.......................
4(a)* Form of Custodial Deposit 33-51760 4.2
Agreement..........................
4(b)* Form of Secure Principal Energy 33-51760 4.1
Receipt (included as Exhibit A to
Exhibit 4(a))......................
10(a)* Form of Net Profits Conveyance 33-51760 10.1
(Multi-State)......................
10(b)* Form of Wasson Conveyance............ 33-51760 10.2
10(c)* Form of Louisiana Mortgage........... 33-51760 10.3
27 Financial Data Schedules
(*) Indicates exhibit filed
incorporated herein by reference
</TABLE>
(b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURE
Pursuant to the requirements Section 13 or 15 (d) of the Securities
Exchange Act 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the th day of
August, 1999.
SANTA FE ENERGY TRUST
(REGISTRANT)
By CHASE BANK OF TEXAS NATIONAL
ASSOCIATION, TRUSTEE
By /s/ PETE FOSTER
PETE FOSTER
SENIOR VICE PRESIDENT
& TRUST OFFICER
Date: _____________, 1999
The Registrant, Santa Fe Energy Trust, has no principal executive officer,
principal financial officer, controller or principal accounting officer, board
of directors or persons performing similar functions. Accordingly, no additional
signatures are available and none have been provided.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE TRUSTS
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 4
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4
<PP&E> 87,276
<DEPRECIATION> 58,247
<TOTAL-ASSETS> 29,033
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 29,033
<TOTAL-LIABILITY-AND-EQUITY> 29,033
<SALES> 0
<TOTAL-REVENUES> 5,335
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,040
<EPS-BASIC> 0.0
<EPS-DILUTED> 0.0
</TABLE>
