Hugoton Royalty Trust 10-Q, filed Nov 13, 2025
Hugoton Royalty Trust (HGTXU)
About this 10-Q
Hugoton Royalty Trust filed this 10-Q on November 13, 2025, covering the quarter ended November 13, 2025.
UNITED STATES
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, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
HUGOTON ROYALTY TRUST
(Exact name of registrant as specified in its charter)
Texas |
1-10476 |
58-6379215 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
c/o The Corporate Trustee: |
Argent Trust Company |
3838 Oak Lawn Ave, Suite 1720 |
Dallas, Texas 75219-4518 |
(Address of principal executive offices) (Zip Code) |
(Registrant’s telephone number, including area code) (855) 588-7839 |
(Former name, former address and former fiscal year, if change since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units of Beneficial Interest |
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HGTXU |
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OTCQB |
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Indicate the number of units of beneficial interest outstanding, as of the latest practicable date:
Outstanding as of November 13, 2025
40,000,000
HUGOTON ROYALTY TRUST
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 5. |
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Item 6. |
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HUGOTON ROYALTY TRUST
GLOSSARY OF TERMS
The following are definitions of significant terms used in this Form 10-Q:
Bbl |
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Barrel (of oil) |
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Mcf |
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Thousand cubic feet (of natural gas) |
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MMBtu |
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One million British Thermal Units, a common energy measurement |
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net proceeds |
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Gross proceeds received by XTO Energy or its successor, Mach Natural Resources (“Mach”), from sale of production from the underlying properties, less applicable costs, as defined in the net profits interest conveyances. |
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net profits income |
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Net proceeds multiplied by the net profits percentage of 80%, which is paid to the Trust by Mach, successor to XTO Energy. “Net profits income” is referred to as “royalty income” for income tax purposes. |
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net profits interest |
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An interest in an oil and gas property measured by net profits from the sale of production, rather than a specific portion of production. The following defined net profits interests were conveyed to the Trust from the underlying properties: |
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80% net profits interests- interests that entitle the Trust to receive 80% of the net proceeds from the underlying properties. |
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underlying properties |
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XTO Energy, succeeded by Mach’s interest in certain oil and gas properties from which the net profits interests were conveyed. The underlying properties include working interests in predominantly gas-producing properties located in Kansas, Oklahoma and Wyoming. |
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working interest |
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An operating interest in an oil and gas property that provides the owner a specified share of production that is subject to all production expense and development costs. |
3
HUGOTON ROYALTY TRUST
PART I ‑ FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements included herein are presented, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Unless specified otherwise, all amounts included herein are presented in U.S. dollars. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to such rules and regulations, although the Trustee believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the 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 for a fair statement of the assets, liabilities and trust corpus of the Hugoton Royalty Trust at September 30, 2025, and the distributable income and changes in trust corpus for the three-month and nine-month periods ended September 30, 2025 and 2024, have been included. Distributable income for such interim periods is not necessarily indicative of the distributable income for the full year.
4
HUGOTON ROYALTY TRUST
Condensed Statements of Assets, Liabilities and Trust Corpus (Unaudited)
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September 30, |
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December 31, |
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2025 |
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2024 |
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ASSETS |
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Cash and short-term investments |
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$ |
360,188 |
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$ |
233,736 |
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Net profits interests in oil and gas properties - net (Note 1) |
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— |
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— |
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$ |
360,188 |
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$ |
233,736 |
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LIABILITIES AND TRUST CORPUS |
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Distribution payable to unitholders |
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$ |
— |
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$ |
— |
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Expense reserve (a)(b) |
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360,188 |
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233,736 |
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Trust corpus (40,000,000 units of beneficial interest authorized |
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— |
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— |
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$ |
360,188 |
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$ |
233,736 |
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The accompanying notes to condensed financial statements are an integral part of these statements.
5
HUGOTON ROYALTY TRUST
Condensed Statements of Distributable Income (Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Net profits income |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Interest income |
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4,628 |
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4,710 |
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9,499 |
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11,220 |
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Total income |
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4,628 |
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4,710 |
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9,499 |
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11,220 |
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Administration expense |
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107,037 |
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171,655 |
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383,046 |
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513,801 |
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Cash reserves withheld (used) for Trust expenses |
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(102,409 |
) |
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(166,945 |
) |
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(373,547 |
) |
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(502,581 |
) |
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Distributable income |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Distributable income per unit (40,000,000 units) |
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$ |
0.000000 |
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$ |
0.000000 |
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$ |
0.000000 |
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$ |
0.000000 |
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The accompanying notes to condensed financial statements are an integral part of these statements.
6
HUGOTON ROYALTY TRUST
Condensed Statements of Changes in Trust Corpus (Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Trust corpus, beginning of period |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Distributable income |
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— |
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— |
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— |
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— |
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Distributions declared |
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— |
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— |
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— |
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— |
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Trust corpus, end of period |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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The accompanying notes to condensed financial statements are an integral part of these statements.
7
HUGOTON ROYALTY TRUST
Notes to Condensed Financial Statements (Unaudited)
The financial statements of Hugoton Royalty Trust (the “Trust”) are prepared on the following basis and are not intended to present the financial position and results of operations in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”):
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Net profits income recorded for a month is the amount computed and paid by XTO Energy Inc. (“XTO Energy”) or Mach Natural Resources (“Mach”), as applicable, the owner of the underlying properties, to Argent Trust Company, as trustee (the “Trustee”) for the Trust. XTO Energy is a wholly owned subsidiary of Exxon Mobil Corporation. Net profits income consists of net proceeds received by XTO Energy or Mach, as applicable, from the underlying properties in the prior month, multiplied by a net profits percentage of 80%. The primary production month for XTO Energy is two months prior to the distribution month, and the primary production month for Mach is three months prior to the distribution month. |
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- |
Costs deducted in the calculation of net proceeds for the 80% net profits interests generally include applicable taxes, transportation, marketing and legal costs, production expense, development costs, operating charges and other costs. |
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- |
Net profits income is computed separately for each of the three conveyances under which the net profits interests were conveyed to the Trust. If monthly costs exceed revenues for any conveyance, such excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net proceeds from the other conveyances. |
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Interest income and distribution payable to unitholders include interest earned on the previous month’s investment. |
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- |
Trust expenses are recorded based on liabilities paid and cash reserves established by the Trustee for liabilities and contingencies. |
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- |
Distributions to unitholders are recorded when declared by the Trustee. |
The Trust’s financial statements differ from those prepared in conformity with U.S. GAAP because revenues are recognized when received rather than accrued in the month of production, expenses are recognized when paid rather than when incurred and certain cash reserves may be established by the Trustee for contingencies which would not be recorded under U.S. GAAP. This comprehensive basis of accounting other than U.S. GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with U.S. GAAP, directing such entities to accrue or defer revenues and expenses in a period other than when such revenues were received or expenses were paid. Because the Trust’s financial statements are prepared on the modified cash basis, as described above, most accounting pronouncements are not applicable to the Trust’s financial statements.
Changes in Ownership of Underlying Properties
XTO Energy has informed the Trustee that it closed the divestment of XTO Energy’s interest in the assets underlying the Trust to Mach on April 30, 2025. Mach has assumed XTO Energy’s obligations under the Trust Indenture and operatorship of applicable properties.
Net profits interests in oil and gas properties
The initial carrying value of the net profits interests of $247,066,951 represents XTO Energy’s historical net book value for the interests on December 1, 1998, the date of the transfer to the Trust. During the second quarter 2016, the carrying
8
value of the net profits interests was written down to its fair value of $28,801,000, resulting in an impairment of $57,306,527 charged directly to trust corpus. During the third quarter 2019, the carrying value of the net profits interests was written down to its fair value of zero, resulting in an impairment of $15,681,533 charged directly to trust corpus. Amortization of the net profits interests is calculated on a unit-of-production basis using proved reserves and is charged directly to trust corpus. Accumulated amortization was $174,078,891 as of September 30, 2019, when the net profits interests was written down to its fair value of zero.
Liquidity and Going Concern
The accompanying condensed financial statements have been prepared assuming that the Trust will continue as a going concern. Financial statements prepared on a going concern basis assume the realization of assets and the settlement of liabilities in the normal course of business. However, substantial doubt about the Trust's ability to continue as a going concern exists.
Accumulated excess costs for the Kansas, Oklahoma and Wyoming conveyances have resulted in insufficient net proceeds to the Trust which have resulted in no unitholder distributions since July 2023, and a reduction in the Trust’s expense reserve. As a result of these conditions the Trust may not have sufficient cash to meet its obligations during the one-year period after the financial statements are issued. Factors attributable to the cash shortage are primarily the previously disclosed development costs to drill four non-operated wells in Major County, Oklahoma, lower oil and natural gas prices, and excess cost positions on the Kansas, Oklahoma and Wyoming conveyances including accumulated interest.
The Trustee has prepared a preliminary budget estimating the administrative expenses for the year ending December 31, 2025, and through November 30, 2026, which assumes no cash inflow from either net profits income or from other sources other than the $500,000 advance distribution received in second quarter 2024 from the Settlement Agreement with XTO Energy and the $500,000 second advance distribution from XTO Energy received second quarter 2025, as described in Note 5 to Condensed Financial Statements. Based on the preliminary budget, the Trust’s cash reserves may be depleted during the one-year period after the financial statements are issued. Once the Trust's cash reserves are depleted, the Trust will likely be unable to continue to make SEC filings, provide reporting to unitholders or provide audited financial statements or third-party reserve reports. To help control costs, the Trustee has reviewed all administrative functions and has attempted to reduce or eliminate costs for functions other than those required to comply with SEC regulations or the Trust Indenture; however, there can be no assurance that there will be sufficient funds available to continue such functions in the future. To further reduce administrative costs to the Trust, the Trustee has deferred payment of its monthly fee of approximately $7,300 since April 2024, and approximately $8,000 since April 2025. Nothing in the Trust Indenture obligates the Trustee to pay for the Trust's expenses if the Trust's expense reserve were to be completely depleted, and the Trustee currently does not intend to advance funds to the Trust.
As previously disclosed, the Trustee has reviewed and may in the future review financing as an option to pay Trust obligations during the one-year period after the date the financial statements are issued; however, there can be no assurance that financing will be available on acceptable terms or at all. If financing became available to the Trust, it would have to be repaid, together with interest, and the Trust’s expense reserve would have to be replenished prior to any distributions to unitholders. The Trustee has sought sources of financing, but currently believes that financing in an amount sufficient to satisfy the Trust's long term liquidity needs is unlikely to be a viable option for the Trust moving forward. As a result, the Trustee has reviewed and intends to continue to review options for the Trust which may include alternatives to continuing as a going concern such as seeking to terminate the Trust or marketing the Trust's interest (which are net profits interests burdened by excess costs) for a potential sale. The Trustee has reached out to potential third parties regarding interest in the Trust's assets but no interest has resulted from such discussions. As a result, the Trustee believes a potential sale of the Trust's assets may be unlikely in the near term; however, it will continue to consider any and all viable options. Even if a sale of the Trust assets were to occur, there is no assurance that the proceeds would result in funds to distribute to unitholders after all financial obligations of the Trust are met. Any material sale of assets and/or termination of the Trust requires unitholder approval by at least 80 percent of all outstanding units.
On July 9, 2020, the Trustee notified XTO Energy of the Trustee’s claim to indemnification to the Trust Estate for all liability, expense, claims, damages or loss incurred by the Trustee in connection with the administration of the Trust.
9
The Trustee stated it anticipates seeking reimbursement from XTO Energy upon depletion of the Trust’s cash reserve. XTO Energy responded that any indemnity claim to XTO Energy is premature before the Trust Estate is exhausted. XTO Energy's position remains unchanged. XTO Energy and Mach have informed the Trustee that they currently have no intention of providing any additional financing or extending any credit to the Trustee or the Trust Estate beyond the outstanding advance distributions made by XTO Energy in second quarter 2024 and second quarter 2025 that must be repaid from any future net proceeds. See Note 5 to the Condensed Financial Statements for further information on the advance distributions.
The Trust’s financial statements do not include any adjustments that might result from the outcome of these uncertainties.
For federal income tax purposes, the Trust constitutes a fixed investment trust that is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. Accordingly, no provision for income taxes has been made in the financial statements. The unitholders are considered, for federal income tax purposes, 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 unitholder at the time such income is received or accrued by the Trust and not when distributed by the Trust. Impairments recorded for book purposes will not result in a loss for tax purposes for the unitholders until the loss is recognized.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes significant federal income tax provisions, such as the permanent extension of the income tax rates set by the Tax Cuts and Jobs Act, the continued suspension of miscellaneous itemized deductions and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Each unitholder should consult their own tax advisor regarding the potential tax consequences of the OBBBA and its impact on such person's ownership of Trust units.
All revenues from the Trust are from sources within Kansas, Oklahoma or Wyoming. Because the Trust distributes all of its net income to unitholders, the Trust has not been taxed at the trust level in Kansas or Oklahoma. While the Trust has not owed tax, the Trustee is generally required to file Kansas and Oklahoma income tax returns reflecting the income and deductions of the Trust attributable to properties located in each state, along with a schedule that includes information regarding distributions to unitholders. However, the Trust did not file Kansas and Oklahoma income tax returns for the 2024 tax year due to the fact that there were no revenues attributable to properties located in Kansas and Oklahoma in that time period.
Wyoming does not impose a state income tax.
Each unitholder should consult their own tax advisor regarding income tax requirements, if any, applicable to such person’s ownership of Trust units.
Unitholders should consult the Trust’s latest Annual Report on Form 10-K for a more detailed discussion of federal and state tax matters.
Litigation
Lawsuits and Governmental Proceedings
Certain of the underlying properties are involved in various lawsuits and governmental proceedings arising in the ordinary course of business. XTO Energy and Mach have advised the Trustee that, based on the information available at
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this stage of the various proceedings, it does not believe that the ultimate resolution of these claims will have a material effect on the financial position or liquidity of the Trust, but may have an effect on annual distributable income.
Other
Several states have enacted legislation requiring state income tax withholding from payments made to nonresident recipients of oil and gas proceeds. After consultation with its tax counsel, the Trustee believes that it is not required to withhold on payments made to the unitholders. However, regulations are subject to change by the various states, which could change this conclusion. Should amounts be withheld on payments made to the Trust or the unitholders, distributions to the unitholders would be reduced by the required amount, subject to the filing of a claim for refund by the Trust or unitholders for such amount.
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If monthly costs exceed revenues for any of the three conveyances (one for each of the states of Kansas, Oklahoma and Wyoming), such excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net proceeds from other conveyances.
The following summarizes excess costs activity, cumulative excess costs balances and accrued interest to be recovered by conveyance as calculated by XTO Energy and Mach:
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Underlying |
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KS |
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OK |
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WY |
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Total |
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Cumulative excess costs remaining at 12/31/24 |
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$ |
1,263,171 |
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$ |
1,093,891 |
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$ |
7,421,195 |
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$ |
9,778,257 |
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Net excess costs (recovery) for the quarter ended 3/31/25 |
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345,989 |
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719,354 |
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232,001 |
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1,297,344 |
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Net excess costs (recovery) for the quarter ended 6/30/25 |
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244,538 |
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3,594,804 |
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832,707 |
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4,672,049 |
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Net excess costs (recovery) for the quarter ended 9/30/25 |
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481,351 |
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2,489,021 |
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1,286,935 |
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4,257,307 |
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Cumulative excess costs remaining at 9/30/25 |
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2,335,049 |
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7,897,070 |
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9,772,838 |
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20,004,957 |
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Accrued interest at 9/30/25 |
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219,821 |
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632,633 |
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|
873,033 |
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1,725,487 |
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Total remaining to be recovered at 9/30/25 |
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$ |
2,554,870 |
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$ |
8,529,703 |
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$ |
10,645,871 |
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$ |
21,730,444 |
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NPI |
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KS |
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OK |
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WY |
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Total |
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Cumulative excess costs remaining at 12/31/24 |
|
$ |
1,010,537 |
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|
$ |
875,113 |
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$ |
5,936,955 |
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|
$ |
7,822,605 |
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Net excess costs (recovery) for the quarter ended 3/31/25 |
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|
276,791 |
|
|
|
575,483 |
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|
|
185,601 |
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|
|
1,037,875 |
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Net excess costs (recovery) for the quarter ended 6/30/25 |
|
|
195,630 |
|
|
|
2,875,843 |
|
|
|
666,166 |
|
|
|
3,737,639 |
|
Net excess costs (recovery) for the quarter ended 9/30/25 |
|
|
385,081 |
|
|
|
1,991,217 |
|
|
|
1,029,548 |
|
|
|
3,405,846 |
|
Cumulative excess costs remaining at 9/30/25 |
|
|
1,868,039 |
|
|
|
6,317,656 |
|
|
|
7,818,270 |
|
|
|
16,003,965 |
|
Accrued interest at 9/30/25 |
|
|
175,857 |
|
|
|
506,107 |
|
|
|
698,426 |
|
|
|
1,380,390 |
|
Total remaining to be recovered at 9/30/25 |
|
$ |
2,043,896 |
|
|
$ |
6,823,763 |
|
|
$ |
8,516,696 |
|
|
$ |
17,384,355 |
|
For the quarter ended September 30, 2025, excess costs were $481,351 ($385,081 net to the Trust) on properties underlying the Kansas net profits interests.
For the quarter ended September 30, 2025, excess costs were $2,489,021 ($1,991,217 net to the Trust) on properties underlying the Oklahoma net profits interests. The excess costs balance includes items from the Settlement Agreement that were recorded in third quarter 2024.
For the quarter ended September 30, 2025, excess costs were $1,286,935 ($1,029,548 net to the Trust) on properties underlying the Wyoming net profits interests.
Underlying cumulative excess costs for the Kansas, Oklahoma and Wyoming conveyances remaining as of September 30, 2025, totaled $21.7 million ($17.4 million net to the Trust), including accrued interest of $1.7 million ($1.4 million net to the Trust).
12
In the second quarter of 2024, XTO Energy provided the Trust an advance distribution of $500,000 (net to the Trust) that was part of the Settlement Agreement between the Trust and XTO Energy, that can be treated as a production cost, except that it can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that recoupment from net proceeds shall only be permitted to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash. Mach has assumed the right to recoup this advance following the conveyance of XTO Energy's interest on April 30, 2025.
|
|
NPI |
|
|
|
|
Total |
|
|
Advance Distribution at 9/30/25 |
|
$ |
500,000 |
|
Accrued interest at 9/30/25 |
|
|
47,579 |
|
Total remaining to be recovered at 9/30/25 |
|
$ |
547,579 |
|
|
|
|
|
|
In the second quarter of 2025, XTO Energy provided the Trust a second advance distribution of $500,000 (net to the Trust) that was intended to provide the Trustee of the Trust with liquidity to meet current and near-term financial reporting obligations. The second advance distribution can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that recoupment from net proceeds shall only be permitted to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash. Mach has assumed the right to recoup this advance following the conveyance of XTO Energy's interest on April 30, 2025.
|
|
NPI |
|
|
|
|
Total |
|
|
Advance Distribution at 9/30/25 |
|
|
500,000 |
|
Accrued interest at 9/30/25 |
|
|
12,757 |
|
Total remaining to be recovered at 9/30/25 |
|
$ |
512,757 |
|
The total owed by Hugoton Royalty Trust for both advance distributions is $1,060,336, which includes accrued interest of $60,336.
Administrative expenses are incurred so that the Trustee may meet its reporting obligations to the unitholders and regulatory entities and otherwise manage the administrative functions of the Trust. These obligations include, but are not limited to, all expenses, taxes, compensation to the Trustee for managing the Trust, fees to consultants, accountants, attorneys, transfer agents, other professional and expert persons, expenses for clerical and other administrative assistance, and fees and expenses for all other services.
Item 2. Trustee’s Discussion and Analysis
The following discussion should be read in conjunction with the Trustee’s discussion and analysis contained in the Trust’s 2024 Annual Report on Form 10-K, as well as the condensed financial statements and notes thereto included in this Quarterly Report on Form 10-Q. The Trust’s Annual Report on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8-K and all amendments to those reports are available on the Trust’s website at www.hgt-hugoton.com.
13
Recent Updates
Change In Trading Markets
In June 2025, due to the Trust's inability to file its quarterly report on Form 10-Q for the quarter ended March 31, 2025 and resulting non-compliance with SEC regulations, Trust units were de-listed from the OTCQB and began to be quoted on the OTC Pink Market (“OTC Pink”), which is maintained by the OTC Mark Group, Inc. Once the quarterly reports on Form 10-Q for both the first and second quarters were filed, the Trustee applied for and was granted the ability to re-list on the OTCQB. The units still trade under the symbol “HGTXU”.
14
Results of Operations
Distributable Income
Quarter
For the quarter ended September 30, 2025, net profits income was $0 compared to $0 for third quarter 2024. This was primarily the result of decreased oil and gas production ($3.6 million), increased overhead ($0.7 million), lower oil prices ($.6 million) and increased taxes, transportation and other costs ($0.1 million), partially offset by lower production expense and development cost ($1.8 million), net excess costs activity ($1.5 million), higher gas prices ($1.6 million) and decreased development costs ($0.2 million). See “Net Profits Income” below.
After adding interest income of $4,628, deducting administration expense of $107,037, and utilizing $102,409 of the cash reserve for the payment of Trust expenses, distributable income for the quarter ended September 30, 2025, was $0 or $0.000000 per unit of beneficial interest. Administration expense for the quarter decreased $64,618 compared to the prior year quarter, primarily related to the timing of receipt and payment of Trust expenses and terms of professional services. Changes in interest income are attributable to fluctuations in net profits income, cash reserve and interest rates. For third quarter 2024, distributable income was $0 or $0.000000 per unit.
Distributions to unitholders for the quarter ended September 30, 2025, were:
Record Date |
|
Payment Date |
|
Distribution per Unit |
|
|
July 31, 2025 |
|
August 14, 2025 |
|
$ |
0.000000 |
|
August 29, 2025 |
|
September 15, 2025 |
|
|
0.000000 |
|
September 30, 2025 |
|
October 15, 2025 |
|
|
0.000000 |
|
|
|
|
|
$ |
0.000000 |
|
Nine Months
For the nine months ended September 30, 2025, net profits income was $0 compared with $0 for the same 2024 period primarily due to decreased oil and gas production ($3.1 million), increased development costs ($2.7 million), increased taxes, transportation, and other costs ($1.1 million), lower oil prices ($1.0 million), increased overhead ($0.9 million), partially offset by higher natural gas prices ($3.8 million), net excess costs activity ($3.2 million), and decreased production expense ($1.8 million). See “Net Profits Income” below.
After adding interest income of $9,499 and deducting administration expense of $383,046, and utilizing $373,547 of the cash reserve for the payment of Trust expenses, distributable income for the nine months ended September 30, 2025, was $0 or $0.000000 per unit of beneficial interest. Administration expense for the nine months ended September 30, 2025, decreased $130,755 as compared to the same 2024 period, primarily related to the timing of receipt and payment of Trust expenses and terms of professional services. Changes in interest income are attributable to fluctuations in net profits income, cash reserve and interest rates. For the nine months ended September 30, 2024, distributable income was $0 or $0.000000 per unit.
Based on current excess costs, the Trustee does not foresee any distributions in the near term.
15
Net Profits Income
Net profits income is recorded when received by the Trust, which is the month following receipt by XTO Energy and Mach, and generally two months after oil and gas production for XTO Energy and three months after oil and gas production for Mach. Net profits income is generally affected by three major factors:
1. |
oil and gas sales volumes, |
2. |
oil and gas sales prices, and |
3. |
costs deducted in the calculation of net profits income. |
16
The following is a summary of the calculation of net profits income received by the Trust:
|
|
Three Months Ended |
|
|
|
Nine Months |
|
|
|||||||
|
|
September 30 (a) |
|
Increase |
|
September 30 (a) |
|
Increase |
|||||||
|
|
|
2025 |
|
|
2024 |
|
(Decrease) |
|
2025 |
|
|
2024 |
|
(Decrease) |
Sales Volumes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas (Mcf) (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying properties |
|
|
1,253,345 |
|
|
2,133,138 |
|
(41%) |
|
5,310,839 |
|
|
6,103,166 |
|
(13%) |
Average per day |
|
|
14,083 |
|
|
23,186 |
|
(39%) |
|
19,670 |
|
|
22,274 |
|
(12%) |
Net profits interests |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls) (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying properties |
|
|
26,895 |
|
|
51,512 |
|
(48%) |
|
125,025 |
|
|
140,314 |
|
(11%) |
Average per day |
|
|
302 |
|
|
560 |
|
(46%) |
|
463 |
|
|
512 |
|
(10%) |
Net profits interests |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Sales Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas (per Mcf) |
|
$ |
3.32 |
|
$ |
2.40 |
|
38% |
|
$3.65 |
|
|
$2.87 |
|
27% |
Oil (per Bbl) |
|
$ |
61.99 |
|
$ |
75.84 |
|
(18%) |
|
$65.53 |
|
|
$74.78 |
|
(12%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas sales |
|
$ |
4,163,250 |
|
$ |
5,115,614 |
|
(19%) |
|
$19,374,401 |
|
|
$17,499,744 |
|
11% |
Oil sales |
|
|
1,667,148 |
|
|
3,906,813 |
|
(57%) |
|
8,192,491 |
|
|
10,492,601 |
|
(22%) |
Total Revenues |
|
|
5,830,398 |
|
|
9,022,427 |
|
(35%) |
|
27,566,892 |
|
|
27,992,345 |
|
(2%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes, transportation and other |
|
|
1,887,963 |
|
|
1,747,086 |
|
8% |
|
7,271,502 |
|
|
5,902,701 |
|
23% |
Production expense |
|
|
4,210,368 |
|
|
6,233,224 |
|
(32%) |
|
14,847,282 |
|
|
17,148,793 |
|
(13%) |
Development costs |
|
|
214,601 |
|
|
469,797 |
|
(54%) |
|
5,095,716 |
|
|
1,749,709 |
|
191% |
Overhead |
|
|
3,774,773 |
|
|
2,929,000 |
|
29% |
|
10,597,334 |
|
|
9,465,993 |
|
12% |
Excess costs (c) |
|
|
(4,257,307) |
|
|
(2,331,003) |
|
83% |
|
(10,226,700) |
|
|
(6,249,174) |
|
64% |
Total Costs |
|
|
5,830,398 |
|
|
9,048,104 |
|
(36%) |
|
27,585,134 |
|
|
28,018,022 |
|
(2%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Proceeds |
|
|
— |
|
|
25,677 |
|
(100%) |
|
18,242 |
|
|
25,677 |
|
(29%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Proceeds |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Profits Percentage |
|
|
80% |
|
|
80% |
|
|
|
80% |
|
|
80% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Profits Income |
|
$ |
— |
|
$ |
— |
|
— |
$ |
— |
|
$ |
— |
|
— |
17
The following are explanations of significant variances on the underlying properties from third quarter 2024 to third quarter 2025 and from the first nine months of 2024 to the comparable period in 2025:
Sales Volumes
Gas
Gas sales volumes decreased 41 percent for third quarter 2025 and decreased 13 percent for the nine-month period as compared with the same 2024 periods primarily because of change in the timing of oil and gas sales relating to the Mach acquisition of the Trust’s underlying properties, along with cash receipts and natural production decline, partially offset by the timing of cash receipts.
Oil
Oil sales volumes decreased 48 percent for third quarter 2025 and decreased 11 percent for the nine-month period as compared with the same 2024 periods primarily because of change in the timing of oil and gas sales relating to the Mach acquisition of the Trust’s underlying properties along with natural production decline, partially offset by timing of cash receipts.
The estimated rate of natural production decline on the underlying oil and gas properties is approximately six to eight percent a year.
Sales Prices
Gas
The third quarter 2025 average gas price was $3.32 per Mcf, a 38 percent increase from the third quarter 2024 average gas price of $2.40 per Mcf. For the nine-month period, the average gas price increased 27 percent to $3.65 per Mcf in 2025 from $2.87 per Mcf in 2024.
Oil
The third quarter 2025 average oil price was $61.99 per Bbl, an 18 percent decrease from the third quarter 2024 average oil price of $75.84 per Bbl. The year-to-date average oil price decreased 12 percent to $65.53 per Bbl in 2025 from $74.78 per Bbl in 2024.
Costs
Taxes, Transportation and Other
Taxes, transportation and other costs increased eight percent and 23 percent for third quarter and for the nine-month periods in 2025, respectively, as compared with the same 2024 periods primarily because of the change in accounting period from a three-month lag to a two-month lag due to the change in operator to Mach, partially offset by decreased gas production taxes and gas deductions due to lower revenues.
Production Expense
Production expense decreased 32 percent for third quarter 2025 primarily because of the Chieftain Settlement in 2024, partially offset by the change in accounting period from a three month lag to a two-month lag due to the change in operator to Mach. Production expense decreased 13 percent for the nine-month period as compared with the same 2024 period primarily because of increased labor costs, the change in accounting period from a three month lag to a two-month lag due to the change in operator to Mach, partially offset by the absence of the Chieftain Settlement.
18
Development Costs
Development costs decreased 54 percent for third quarter 2025 and increased 191 percent for the nine-month period primarily due to the timing of drilling costs related to non-operated wells in Major County, Oklahoma. Changes in oil or natural gas prices could impact future development plans on the underlying properties.
As previously disclosed, XTO Energy advised the Trustee that it elected to participate in the development of four non-operated wells in Major County, Oklahoma. XTO Energy advised the Trustee that the total development costs for the four non-operated wells was anticipated to be approximately $10 million underlying ($8 million net to the Trust). Two wells were completed in second quarter of 2024, the third was completed in fourth quarter 2024, and the fourth was completed in first quarter 2025. No assurances can be made as to the estimated costs of the non-operated wells or timing of receipt of costs for completing the wells.
Mach has advised the Trustee that it does not have a development budget finalized for the properties underlying the Hugoton Royalty Trust at this time.
Overhead
Overhead increased 29 percent for third quarter 2025 and increased 12 percent for the nine-month period, mainly due to the change in accounting period from a three month lag to a two-month lag due to the change in operator to Mach. Overhead is charged by XTO Energy, Mach and other operators for administrative expenses incurred to support operations of the underlying properties. Overhead fluctuates based on changes in the active well count and drilling activity on the underlying properties, as well as an annual cost level adjustment based on an industry index.
Excess Costs
If monthly costs exceed revenues for any conveyance, these excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net profits income from another conveyance. Underlying cumulative excess costs for the Kansas, Oklahoma and Wyoming conveyances remaining as of September 30, 2025, totaled $21.7 million ($17.4 million net to the Trust), including accrued interest of $1.7 million ($1.4 million net to the Trust). For further information on excess costs, see Note 4 to Condensed Financial Statements.
Other Proceeds
The calculation of net profits income for the nine months ended September 30, 2025, included $18,242 ($14,594 net to the Trust) from XTO Energy due to interest received on past due payments. The calculation of net profits income for the quarter and nine-month period ended September 30, 2024, included $25,677 ($20,542 net to the Trust) from XTO Energy due to interest received on past due payments.
Contingencies
For information on contingencies, see Note 3 to Condensed Financial Statements.
Forward-Looking Statements
Certain information included in this Quarterly Report and other materials filed, or to be filed, by the Trust with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by XTO Energy, Mach or the Trustee) contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to the Trust, operations of the underlying properties and the oil and gas industry. Such forward-looking statements may concern, among other things, excess costs, continuation of the Trust as a going-concern, or alternatives to a going-concern, listing of the Trust units reserve-to-production ratios, future production, development activities and associated operating expenses, future development plans by area, increased density drilling, maintenance projects, development, production, regulatory and other costs, oil and gas prices and expectations for future demand, the impact of inflation and economic downturns on
19
economic activity, government policy and its impact on oil and gas prices and future demand, the development and competitiveness of alternative energy sources, pricing differentials, proved reserves, future net cash flows, production levels, expense reserve budgets, availability of financing, arbitration, litigation, liquidity, financing, political and regulatory matters, such as tax and environmental policy, climate policy, trade barriers, sanctions, tariffs, competition, war and other political or security disturbances. Such forward-looking statements are based on XTO Energy’s, Mach and the Trustee’s current plans, expectations, assumptions, projections and estimates and are identified by words such as “may,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “should,” “could,” “would,” and similar words that convey the uncertainty of future events. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, including those detailed in Part I, Item 1A of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by this reference as though fully set forth herein. Therefore, actual financial and operational results may differ materially from expectations, estimates or assumptions expressed in, implied in, or forecasted in such forward-looking statements. XTO Energy, Mach and the Trustee assume no duty to update these statements as of any future date.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable. Upon qualifying as a smaller reporting company, this information is no longer required.
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934 and are effective in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by XTO Energy and Mach. There has not been any change in the Trust’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Lawsuits and Governmental Proceedings
Certain of the underlying properties are involved in various lawsuits and governmental proceedings arising in the ordinary course of business. XTO Energy and Mach have both advised the Trustee that, based on the information available at this stage of the various proceedings, it does not believe that the ultimate resolution of these claims will have a material effect on the financial position or liquidity of the Trust, but may have an effect on annual distributable income.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes in the risk factors disclosed under Part I, Item 1A of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Trust may not have sufficient cash to meet its obligations during the one-year period after the date that the financial statements are issued, and the Trustee has reviewed and intends to continue to review alternatives to the Trust continuing as a going concern.
All three of the Trust’s conveyances are in excess costs resulting in no net proceeds to the Trust and a reduction in the Trust’s expense reserve, which have resulted in no unitholder distributions since July 2023. As a result of these conditions, substantial doubt exists about the Trust’s ability to continue as a going concern as the Trust may not have sufficient cash to meet its obligations during the one-year period after the date the financial statements are issued. The Trust’s financial statements do not include any adjustments that might result from the outcome of this uncertainty. Pursuant to the Settlement Agreement, XTO Energy has advanced $500,000 to the Trust and pursuant to the Advance Distribution Agreement, XTO Energy has advanced an additional $500,000 to the Trust (which advances may be recouped by Mach, who has assumed the right to recoup this advance following the conveyance of XTO Energy’s interest on April 30, 2025, together with interest from what would otherwise be distributable net profits under any of the three conveyances; provided, however, that such recoupment does not leave the Trust with less than $250,000 of available cash). There are no assurances that even with such advances, the Trust will receive net profits income sufficient to pay its obligations during the one-year period after the date the financial statements are issued. The Trustee has sought sources of financing, but currently believes that financing in an amount sufficient to satisfy the Trust's long-term liquidity needs is unlikely to be a viable option for the Trust moving forward. Nothing in the Trust Indenture obligates the Trustee to pay for the Trust’s expenses if the Trust’s cash reserves were to be completely depleted, and the Trustee currently does not intend to advance funds to the Trust. As a result, the Trustee has reviewed and intends to continue to review options for the Trust, which may include alternatives to the Trust continuing as a going concern such as seeking to terminate the Trust or marketing the Trust’s interests (which are net profits interests burdened by excess costs) for a potential sale. The Trustee has reached out to potential third parties regarding interest in the Trust’s assets, but no interest has resulted from such discussions. As a result, the Trustee believes a potential sale of the Trust’s assets may be unlikely in the near term; however, it will continue to consider any and all viable options. Even if a sale of the Trust assets were to occur, there is no assurance that the proceeds would result in funds to distribute to unitholders after all financial obligations of the Trust are met. Any material sale of assets and/or termination of the Trust requires unitholder approval by at least 80 percent of all outstanding units. Once the Trust's cash reserves are depleted, the Trust will likely be unable to continue to make SEC filings, provide reporting to unitholders, or provide audited financial statements or third-party reserve reports. As a result, the unitholders and potential investors may have limited or no information on which to base investment decisions, which could have a negative impact on the market price for the Trust units. If the Trust is unable to continue as a going concern, unitholders could incur significant losses on their investment in the Trust or lose their entire investment in the Trust altogether. For further information see Notes to Condensed Financial Statements - 1. Basis of Accounting – Liquidity and Going Concern.
Items 2-4. Not applicable.
21
Item 5. Other Information
The Trust does not have any directors or officers, and as a result, no such persons adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S‑K.
Item 6. Exhibits
(10.1) |
|
|
|
(31) |
|
|
|
(32) |
|
|
|
(99) |
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
HUGOTON ROYALTY TRUST |
|
|
By ARGENT TRUST COMPANY, TRUSTEE |
|
|
|
|
|
|
|
|
|
|
Date: November 13, 2025
|
By |
/s/ NANCY WILLIS |
|
|
Nancy Willis |
|
|
Director of Royalty Trust Services |
(The Trust has no directors or executive officers.)
23
EXHIBIT 31
CERTIFICATIONS
I, Nancy Willis, certify that:
In giving the certifications in paragraphs 4 and 5 above, I have relied to the extent I consider reasonable on information provided to me by XTO Energy Inc.
Date: November 13, 2025 |
|
By |
/s/ NANCY WILLIS |
|
|
Nancy Willis |
|
|
|
Director of Royalty Trust Services |
|
|
|
Argent Trust Company |
|
EXHIBIT 32
Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Hugoton Royalty Trust (the “Trust”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, not in its individual capacity but solely as the Trustee of the Trust, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to its knowledge:
|
|
Argent Trust Company, |
|
|
Trustee for Hugoton Royalty Trust |
|
|
|
|
|
|
|
|
|
November 13, 2025 |
By |
/s/ NANCY WILLIS |
|
|
Nancy Willis |
|
|
Director of Royalty Trust Services |