Hugoton Royalty Trust Declares August Cash Distribution

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Aug 21, 2015, 11:15 ET

DALLAS, Aug. 21, 2015 /PRNewswire/ -- Southwest Bank, as Trustee of the Hugoton Royalty Trust (NYSE – HGT) (the "Trust"), today declared a cash distribution to the holders of its units of beneficial interest of $0.018621 per unit, payable on September 15, 2015, to unitholders of record on August 31, 2015. The following table shows underlying gas sales and average prices attributable to the net overriding royalty payments made by XTO Energy Inc. (XTO Energy) to the Trust for both the current month and prior month distributions. Underlying gas sales volumes attributable to the current month distribution were primarily produced in June.

	Underlying Gas Sales
	Volumes (Mcf) ^(a)		Average Gas
	Total	Daily	Price per Mcf

Current Month Distribution	1,360,000	45,000	$2.42

Prior Month Distribution	1,457,000	47,000	$2.27


(a)	Sales volumes are recorded in the month the trust receives the related net profits income. Because of this, sales volumes may fluctuate from month to month based on the timing of cash receipts.

XTO Energy has advised the trustee that it has deducted budgeted development costs of $200,000, production expense of $1,644,000 and overhead of $1,061,000 in determining the royalty payment to the Trust for the current month.

Gas Volumes
XTO Energy advised the trustee that repairs and maintenance beginning in first quarter 2015 at a third party gas processing system in the Hugoton area following a force majeure incident have resulted in decreased underlying gas volumes of approximately 5,000 Mcf per day. XTO Energy was advised by the third party that the repairs and maintenance were completed. However, XTO Energy has received notice that the force majeure notice is being extended to the processing portion of the third party plant due to an equipment malfunction. The third party was able to bypass the plant and take gas; however, the plant is not expected to be able to process gas for NGLs or Helium until at least the end of August, 2015. XTO Energy will continue to monitor the situation and assess its options.

Excess Costs
XTO Energy has advised the trustee that lower gas prices caused costs to exceed revenues on properties underlying the Kansas net profits interests. However, these excess costs did not reduce net proceeds from the remaining conveyance.

XTO Energy has advised the trustee that decreased costs led to the partial recovery of excess costs on properties underlying the Wyoming net profits interests. However, after the partial recovery there were no remaining proceeds from properties underlying the Wyoming net profits interests to be included in the current month's distribution.

Arbitration and Litigation Proceedings – Sandra Goebel
On August 12, 2013, a demand for arbitration styled Sandra G. Goebel vs. XTO Energy, Inc., Timberland Gathering & Processing Company, Inc. and Bank of America, N.A. was filed with the American Arbitration Association ("AAA"). The claimant, Sandra Goebel, is a unitholder in the Trust and alleged that XTO breached the conveyances by misappropriating funds from the Trust by failing to modify its existing sales contracts with its affiliate Timberland Gathering & Processing Company, Inc. ("Timberland"). Goebel alleged that these contracts did not currently reflect "market rate" terms, and that XTO had a duty to renegotiate the contracts to obtain more favorable terms. The claimant further alleged that Bank of America, N.A. (the previous trustee) breached its fiduciary duty by acquiescing to and facilitating XTO Energy's alleged self-dealing and concealing information from unitholders that would have revealed XTO Energy's breaches. The claim also alleged aiding and abetting breach of fiduciary duty by XTO Energy, and disgorgement and unjust enrichment by Timberland. The claimant sought from the respondents damages of an estimated $59.6 million for alleged royalty underpayments, exemplary damages, an accounting by XTO Energy, a declaration, costs, reasonable attorneys' fees, and pre-judgment and post-judgment interest. Goebel purported to sue on behalf of and for the benefit of the Hugoton Royalty Trust. After dismissal as non-arbitrable, Goebel refiled the matter as a lawsuit styled Sandra G. Goebel vs. XTO Energy, Inc., Timberland Gathering and Processing Company, Inc. and Bank of America, N.A. in Dallas County District Court. Defendants answered with general denials and additionally filed pleas to the jurisdiction, special exceptions, and a plea in abatement challenging, among other things, Goebel's putative authority to bring claims on behalf of the Trust over the trustee's objection. On November 13, 2014, the court of appeals granted Defendants' motion seeking mandamus regarding jurisdiction and special exceptions, and stayed the lawsuit, including all associated discovery, until the court opines on the petition for writ of mandamus. Goebel filed a response to the petition for the writ of mandamus on December 16, 2014 and the Defendants replied on January 13, 2015. The court of appeals conditionally granted the petition for writ of mandamus on July 27, 2015. The appellate court ordered the trial court to dismiss Goebel's suit against XTO Energy and Timberland. The court also ordered the trial court to dismiss Goebel's derivative claims against Bank of America. The appellate court will allow Goebel's individual claims against Bank of America to proceed if she can plead facts to support a cause of action. The appellate court noted that the facts currently pleaded and alleged by Goebel would not support a claim against Bank of America under the terms of the Indenture. If Goebel attempts to assert individual claims against Bank of America, it has informed the Trustee that it will vigorously defend those claims. The parties have 15 days in which to request a rehearing from the court of appeals, which deadline may be subject to extension. Southwest Bank, the current trustee, has not yet been named a party in the case. The trustee will vigorously defend any claims that may be asserted against it. Bank of America has informed the trustee that it believes it has strong defenses to the lawsuit and will vigorously defend its position. The terms of the trust indenture provide that Bank of America and/or the trustee shall be indemnified by the Trust and shall have no liability, other than for fraud, gross negligence or acts or omissions in bad faith as adjudicated by final non-appealable judgment of a court of competent jurisdiction.

Reserves
The trustee anticipates that the trust will incur additional legal and other expenses in connection with the Goebel lawsuit. As a result, the trustee has reserved $3.2 million from trust distributions for the Goebel litigation, from prior months' distributions. As the Goebel lawsuit progresses, the trustee may need to revise the reserve.

Due to the volatility of the net profits income relating to low volumes and low commodity prices, the trustee announced that it increased its reserve for administrative expenses by $150,000 in $50,000 increments over three distributions, beginning with the May 2015 distribution. This allows the trustee to maintain an estimated three months of administrative expenses on hand should it be unable to pay them out of the net profits income.

For more information on the Trust, please visit our web site at www.hgt-hugoton.com.

Statements made in this press release regarding future events or conditions are forward looking statements. Actual future results, including development costs, the outcome of litigation, and future net profits, could differ materially due to changes in natural gas prices and other economic conditions affecting the gas industry and other factors described in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2014.

SOURCE Hugoton Royalty Trust