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 SEPTEMBER 30, 2000
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 76-6081498
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
THE CHASE MANHATTAN BANK
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 October 31, 2000 -- 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Royalty income
ODC royalty..................... $ 1,642 $ 1,022 $ 4,805 $ 2,384
Willard royalty................. 565 393 1,711 981
Net profits royalty............. 1,782 675 5,243 2,589
Support payment (recoupment).... -- 541 (274) 2,012
-------- -------- -------- --------
Total royalties...................... 3,989 2,631 11,485 7,966
Administrative fee to Devon Energy
Corp............................... (64) (61) (189) (181)
Cash withheld for trust expenses..... (50) (50) (225) (225)
-------- -------- -------- --------
Distributable cash................... $ 3,875 $ 2,520 $ 11,071 $ 7,560
======== ======== ======== ========
Distributable cash per trust unit.... $0.61512 $0.40000 $1.75735 $1.20000
======== ======== ======== ========
Trust units outstanding.............. 6,300 6,300 6,300 6,300
======== ======== ======== ========
</TABLE>
STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash.................................. $ 16 $ 59
-------- --------
Investment in royalty interests, at
cost.................................. 87,276 87,276
Less: accumulated amortization.......... (64,900) (60,889)
-------- --------
22,376 26,387
-------- --------
$ 22,392 $ 26,446
======== ========
TRUST CORPUS
Trust corpus, 6,300,000 trust units
issued and outstanding................ $ 22,392 $ 26,446
-------- --------
$ 22,392 $ 26,446
======== ========
</TABLE>
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, 1998......... $ 32,280
Cash proceeds...................... 10,801
Cash distributions................. (10,501)
Trust expenses..................... (303)
Amortization of royalty interests.. (5,831)
--------
Balance at December 31, 1999......... 26,446
Cash proceeds...................... 11,296
Cash distributions................. (11,071)
Trust expenses..................... (268)
Amortization of royalty interests.. (4,011)
--------
Balance at September 30, 2000........ $ 22,392
========
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 September 30, 2000 and for the three and nine
months September 30, 2000 and 1999, are unaudited and reflect all adjustments
(consisting of only normal and recurring adjustments) which are, in the opinion
of Devon Energy Corporation, 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
The Chase Manhattan Bank successor by merger to, Chase Bank of Texas, National
Association, formerly known as 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 Devon Energy Corporation ("Devon"), successor by merger to,
Santa Fe Snyder Corporation, formerly known as Santa Fe Energy Resources, Inc.
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. Devon received the remaining
$70.1 million and 575,000 Depository Units. In the first quarter of 1994 Devon
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 Devon;
o Devon 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 Devon) 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 Devon 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 Devon'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 $0.39 per Trust Unit per quarter ("Minimum
Quarterly Royalty"). Effective July 1, 1999 and as required by the Trust
Agreement, the Trust released its Net Profits Royalty interest in the Jeffress
field in connection with the sale by Devon of the underlying Net Profits
Property. The Trust received 90% of the net proceeds from this sale in the
fourth quarter 1999 distribution. As a result of this sale, there was a
proportionate reduction of the
5
<PAGE>
SANTA FE ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
Minimum Quarterly Royalty from $0.40 per Depositary Unit to $0.39 per Depositary
Unit and a proportionate reduction of the Aggregate Support Payment Limitation
Amount from $20.0 million to $19.4 million. Such Support Payments are limited to
Devon'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 Support Payments, net of any amounts recouped
(Aggregate Support Payment Limitation Amount), is limited to $19.4 million on a
revolving basis. From inception, the Trust has received Support Payments
totalling $4.2 million. Devon has recouped all of such payments.
NOTE 4. DISTRIBUTION TO TRUST UNIT HOLDERS
The Trust has received royalty payments net of administrative fees paid to
Devon and made distributions as follows:
<TABLE>
<CAPTION>
ROYALTY DISTRIBUTIONS
PAYMENT ---------------------------
RECEIVED AMOUNT PER TRUST UNIT
-------- ------- --------------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C>
1999
First quarter................... $ 2,520(a) $ 2,520 $0.40000
Second quarter.................. 2,695(b) 2,520 0.40000
Third Quarter................... 2,570(c) 2,520 0.40000
Fourth quarter.................. 3,016(d) 2,941 0.46689
------- ------- --------
10,801 10,501 1.66689
======= ======= ========
2000
First quarter................... $ 3,462(e) $ 3,362 $0.53363
Second quarter.................. 3,909 3,834 0.60860
Third quarter................... 3,925 3,875 0.61512
</TABLE>
------------
(a) Includes Support Payment of $779,000, or $0.12363 per Trust Unit.
(b) Includes Support Payment of $ 691,000, or $0.10981 per Trust Unit.
(c) Includes Support Payment of $541,000, or $0.08583 per Trust Unit.
(d) Reduced by recoupment of Support Payment of $1,831,000, or $0.29071 per
Trust Unit.
(e) Reduced by recoupment of Support Payment of $274,000, or $0.04346 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 The
Chase Manhattan Bank, successor by merger to, Chase Bank of Texas, National
Association, formerly known as 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 Devon Energy Corporation ("Devon"), successor by merger to,
Santa Fe Snyder Corporation, formerly known as Santa Fe Energy Resources, Inc.
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 interim 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 $0.39 per Trust Unit per quarter. Effective
July 1, 1999 and as required by the Trust Agreement, the Trust released its Net
Profits Royalty interest in the Jeffress field in connection with the sale by
Devon of the underlying Net Profits Property. The Trust received 90% of the net
proceeds from this sale in the fourth quarter 1999 distribution. As a result of
this sale, there was a proportionate reduction of the Minimum Quarterly Royalty
from $0.40 per Depositary Unit to $0.39 per Depositary Unit, a proportionate
reduction of the Aggregate Support Payment Limitation Amount from $20.0 million
to $19.4 million and a reduction in the distribution per Depositary Unit over
which Devon is entitled to recoup Support Payments from $0.45 per Depositary
Unit to $0.44 per Depositary Unit. Such Support Payments are limited to Devon'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 $19.4
million on a revolving basis. From inception, Support Payments received by the
Trust totaled $4.2 million. Devon has recouped all of
7
<PAGE>
such Support Payments. Future recoupments will be made only to the extent of
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
$0.39 per Trust Unit per quarter.
Trust expenses include accounting, engineering, legal and other
professional fees, Trustee fees, an administrative fee paid to Devon and other
out-of-pocket expenses. From time to time Devon 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 Devon 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 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 weighted
average crude oil sales price (excluding the effect of Support Payments and
recoupments) for the third quarter of 2000 was $26.01 per barrel compared with
$14.47 per barrel for the same period in 1999 (see Results of Operations). Crude
oil prices with respect to the Trust's results in the fourth quarter of 2000
averaged $28.49 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
third quarter of 2000 was $2.46 per Mcf compared with $1.71 per Mcf received in
the third quarter of 1999. Natural gas prices with respect to the Trust's
results in the fourth quarter of 2000 averaged $3.48 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 Devon. 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 fourth quarter of 2000
reflects revenues received and costs and expenses paid by Devon in the third
quarter of 2000. On November 30, 2000, the Trust will make a cash distribution
of $4.6 million, or $0.73509 per Trust Unit, to unitholders of record on
November 14, 2000.
8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, FOURTH
---------------------- ------------------------ QUARTER
2000 1999 2000 1999 2000
-------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
VOLUMES AND PRICES
Oil volumes (Bbls):
Wasson ODC royalty.............. 64,700 69,500 198,900 204,900 64,700
Wasson Willard royalty.......... 22,100 26,700 70,900 83,300 22,100
Net profits royalties........... 58,788 60,561 179,033 183,632 56,002
Support payments................ -- 33,605 -- 165,301 --
Gas volumes (Mcf):
Net profits royalties........... 456,724 640,097 1,409,943 1,807,578 486,894
Oil average prices ($/Bbl):
Wasson ODC royalty.............. $ 27.03 $ 16.09 $ 25.85 $ 12.85 $ 30.37
Wasson Willard royalty.......... 26.93 16.04 25.67 12.70 30.33
Net profits royalty............. 24.55 11.93 21.92 10.61 25.59
Support payments................ -- 16.09 -- 12.17 --
Gas average prices ($/Mcf):
Net profits royalties........... 2.46 1.71 2.45 1.82 3.48
CASH PROCEEDS AND DISTRIBUTABLE
CASH (IN THOUSANDS, EXCEPT PER UNIT
DATA)
Wasson ODC royalty:
Sales........................... $ 1,749 $ 1,118 $ 5,142 $ 2,633 $ 1,965
Operating expenses.............. (107) (96) (337) (249) (117)
-------- -------- --------- --------- --------
1,642 1,022 4,805 2,384 1,848
-------- -------- --------- --------- --------
Wasson Willard royalty:
Sales........................... 595 428 1,819 1,057 670
Operating expenses.............. (30) (35) (108) (76) (34)
-------- -------- --------- --------- --------
565 393 1,711 981 636
-------- -------- --------- --------- --------
Net profits royalty:
Sales........................... 2,568 1,816 7,379 5,400 3,131
Operating expenses.............. (613) (816) (1,683) (2,075) (691)
Capital expenditures............ (173) (325) (453) (736) (179)
-------- -------- --------- --------- --------
1,782 675 5,243 2,589 2,261
-------- -------- --------- --------- --------
Support payment (recoupment)....... -- 541 (274) 2,012 --
-------- -------- --------- --------- --------
Total royalties.................... 3,989 2,631 11,485 7,966 4,745
Administrative fee to Devon........ (64) (61) (189) (181) (64)
-------- -------- --------- --------- --------
Payment received................... 3,925 2,570 11,296 7,785 4,681
Cash withheld for trust expenses... (50) (50) (225) (225) (50)
-------- -------- --------- --------- --------
Distributable cash................. $ 3,875 $ 2,520 $ 11,071 $ 7,560 $ 4,631
======== ======== ========= ========= ========
Distributable cash per unit........ $0.61512 $0.40000 $ 1.75735 $ 1.20000 $0.73509
======== ======== ========= ========= ========
</TABLE>
The Trust's weighted average crude oil sales prices were $27.00 per barrel
for the Wasson Royalties and $24.55 per barrel for the Net Profits Royalties in
the third quarter of 2000 compared with $16.08 per barrel and $11.93 per barrel,
respectively, in the third quarter of 1999. Weighted average crude oil prices
for the first nine months of 2000 were $25.80 per barrel for the Wasson
Royalties and $21.92 per barrel for Net Profits Royalties compared with $12.81
per barrel and $10.61 per barrel, respectively, for the same period
9
<PAGE>
in 1999. Oil prices in the fourth quarter of 2000 averaged $30.36 per barrel for
the Wasson Royalties and $25.59 per barrel for the Net Profits Royalties.
The weighted average natural gas price in the third quarter of 2000 was
$2.46 per Mcf compared to $1.71 per Mcf in the third quarter of 1999. The
weighted average natural gas price was $2.45 per Mcf in the first nine months of
2000 compared with $1.82 per Mcf for the same period in 1999. The natural gas
price was $3.48 per Mcf in the fourth quarter of 2000.
Cash proceeds for the first nine months of 2000 were reduced by $274,000 as
Devon recouped the remaining Support Payments. Cash proceeds for the first nine
months of 1999 include Support Payments of $2.0 million. Crude oil volumes for
the first nine months of 1999 include 165,301 barrels, attributable to the
Support Payments. 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
$0.39 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 nine months of 2000 totaled $453,000. Capital
expenditures for the fourth quarter of 2000 are $179,000. Operating expenses for
the Net Profits Royalties averaged $4.54 per barrel of oil equivalent ("BOE") in
the third quarter of 2000 compared with $4.88 per BOE in the third quarter of
1999. Operating expenses for the fourth quarter of 2000 averaged $5.04 per BOE.
Operating expenses may fluctuate from quarter to quarter due to the timing of
payments.
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, and political and litigation risks. 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 Devon's royalty interest in the Wasson ODC Unit
and the Wasson Willard Unit is marketed by Devon 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, where such properties consist of
royalty interests, the operators of the properties will 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,
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.
10
<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 Schedule
(*) Indicates exhibit filed
incorporated herein by reference
</TABLE>
(b) Reports on Form 8-K
None
11
<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 9th day of
November, 2000.
SANTA FE ENERGY TRUST
(REGISTRANT)
By THE CHASE MANHATTAN BANK, TRUSTEE
By /s/ PETE FOSTER
PETE FOSTER
SENIOR VICE PRESIDENT & TRUST OFFICER
Date: November 9, 2000
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.
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