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 June 30, 1999
Commission File No. 1-8033
PERMIAN BASIN ROYALTY TRUST
Texas I.R.S. No. 75-6280532
Bank of America, N.A., Trust Department
P. O. Box 1317
Fort Worth, Texas 76101
Telephone Number 817/390-6905
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes X
No __
Number of Units of beneficial interest of the Trust outstanding at
August 13, 1999: 46,608,796
Page 1 of 17
PERMIAN BASIN ROYALTY TRUST
PART I - FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared
by Bank of America, N.A. as Trustee for the Permian Basin Royalty
Trust, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in annual financial statements have been
condensed or omitted pursuant to such rules and regulations, although
the Trustee believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Trust's
latest annual report on Form 10-K. In the opinion of the Trustee, all
adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the assets, liabilities and trust corpus
of the Permian Basin Royalty Trust at June 30, 1999, and the
distributable income and changes in trust corpus for the three-month
and six-month periods ended June 30, 1999 and 1998 have been included.
The distributable income for such interim periods is not necessarily
indicative of the distributable income for the full year.
Deloitte & Touche LLP, independent certified public accountants, has
made a limited review of the condensed financial statements as of
June 30, 1999 and for the three-month and six-month periods ended
June 30, 1999 and 1998 included herein.
-2-
INDEPENDENT ACCOUNTANTS' REPORT
Bank of America, N.A. as Trustee
for the Permian Basin Royalty Trust:
We have reviewed the accompanying condensed statement of assets,
liabilities and trust corpus of the Permian Basin Royalty Trust as of
June 30, 1999 and the related condensed statements of distributable
income and changes in trust corpus for the three-month and six-month
periods ended June 30, 1999 and 1998. These financial statements are
the responsibility of the Trustee.
We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
The accompanying condensed financial statements are prepared on a
modified cash basis as described in Note 1, which is a comprehensive
basis of accounting other than generally accepted accounting
principles.
Based on our reviews, we are not aware of any material modifications
that should be made to such condensed financial statements for them to
be in conformity with the basis of accounting described in Note 1.
We have previously audited, in accordance with generally accepted
auditing standards, the statement of assets, liabilities and trust
corpus of the Permian Basin Royalty Trust as of December 31, 1998, and
the related statements of distributable income and changes in trust
corpus for the year then ended (not presented herein); and in our
report dated March 8, 1999, we expressed an unqualified opinion on
those financial statements. In our opinion, the information set forth
in the accompanying condensed statement of assets, liabilities and
trust corpus as of December 31, 1998 is fairly stated, in all material
respects, in relation to the statement of assets, liabilities and
trust corpus from which it has been derived.
DELOITTE & TOUCHE LLP
July 16, 1999
-3-
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
- -----------------------------------------------------------------------------
June 30, December 31,
ASSETS 1999 1998
(Unaudited)
Cash and short-term investments $1,442,397 $ 525,193
Net overriding royalty interests in producing
oil and gas properties (net of accumulated
amortization of $7,891,611 and $7,837,301
at June 30, 1999 and December 31, 1998,
respectively) 3,137,915 3,336,583
--------- ---------
$4,580,312 $3,861,776
========= =========
LIABILITIES AND TRUST CORPUS
Distribution payable to Unit holders $1,442,397 $ 525,193
Commitments and contingencies
Trust corpus - 46,608,796 Units of beneficial
interest authorized and outstanding 3,137,915 3,336,583
--------- ---------
$4,580,312 $3,861,776
========= =========
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- -----------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ----------------------------
1999 1998 1999 1998
Royalty income $3,957,301 $1,599,573 $5,733,261 $6,852,540
Interest income 4,988 7,045 7,001 17,913
--------- --------- --------- ---------
3,962,289 1,606,618 5,740,262 6,870,453
General and administrative
expenditures 116,677 148,573 260,340 273,002
--------- --------- --------- ---------
Distributable income $3,845,612 $1,458,045 $5,479,922 $6,597,451
========= ========= ========= =========
Distributable income per Unit
(46,608,796 Units) $ .082509 $ .031283 $ .117573 $ .141550
========= ========= ========= =========
<FN>
The accompanying notes to condensed financial statements are an
integral part of these statements.
</FN>
-4-
PERMIAN BASIN ROYALTY TRUST
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- ----------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ---------------------------
1999 1998 1999 1998
Trust corpus, beginning of period $3,281,601 $3,444,230 $3,336,583 $3,496,594
Amortization of net overriding
royalty interests (143,686) (32,859) (198,668) (85,223)
Distributable income 3,845,612 1,458,045 5,479,922 6,597,451
Distributions declared (3,845,612) (1,458,045) (5,479,922) (6,597,451)
---------- ---------- ----------- ----------
Trust corpus, end of period $3,137,915 $3,411,371 $3,137,915 $3,411,371
========== ========== ========== ==========
<FN>
The accompanying notes to condensed financial statements are an
integral part of this statement.
</FN>
-5-
PERMIAN BASIN ROYALTY TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF ACCOUNTING
The Permian Basin Royalty Trust ("Trust") was established as of
November 1, 1980. The net overriding royalties conveyed to the Trust
include: (1) a 75% net overriding royalty carved out of Southland
Royalty Company's fee mineral interests in the Waddell ranch in Crane
County, Texas (the "Waddell Ranch properties"); and (2) a 95% net
overriding royalty carved out of Southland Royalty Company's major
producing royalty interests in Texas (the "Texas Royalty properties").
The net overriding royalty for the Texas Royalty properties is subject
to the provisions of the lease agreements under which such royalties
were created. The financial statements of the Trust are prepared on
the following basis:
* Royalty income recorded for a month is the amount computed and
paid to Bank of America, N.A. ("Trustee") as Trustee for the
Trust by the interest owners: Burlington Resources Oil & Gas
Company ("BROG") for the Waddell Ranch properties and Riverhill
Energy Corporation ("Riverhill Energy"), formerly a wholly owned
subsidiary of Riverhill Capital Corporation ("Riverhill Capital")
and formerly an affiliate of Coastal Management Corporation
("CMC"), for the Texas Royalty properties. CMC currently
conducts all field, technical and accounting operations on behalf
of BROG with regard to the Waddell Ranch properties. CMC also
conducts the accounting operations for the Texas Royalty
properties on behalf of Riverhill Energy. Royalty income
consists of the amounts received by the owners of the interest
burdened by the net overriding royalty interests ("Royalties")
from the sale of production less accrued production costs,
development and drilling costs, applicable taxes, operating
charges, and other costs and deductions multiplied by 75% in the
case of the Waddell Ranch properties and 95% in the case of the
Texas Royalty properties.
As was previously reported, in February 1997, BROG sold its
interest in the Texas Royalty properties to Riverhill Energy.
The Trustee has been advised that in the first quarter of 1998
Schlumberger Technology Corporation ("Schlumberger") acquired all
of the shares of stock of Riverhill Capital. Prior to such
acquisition by Schlumberger, CMC and Riverhill Energy were wholly
owned subsidiaries of Riverhill Capital. The Trustee has further
been advised that in connection with Schlumberger's acquisition
of Riverhill Capital, the shareholders of Riverhill Capital
acquired ownership of all of the shares of stock of Riverhill
Energy. Thus, the ownership in the Texas Royalty properties
referenced above remained in Riverhill Energy, the stock
ownership of which was acquired by the former shareholders of
Riverhill Capital.
* Trust expenses recorded are based on liabilities paid and cash
reserves established out of cash received or borrowed funds for
liabilities and contingencies.
* Distributions to Unit holders are recorded when declared by the
Trustee.
* Royalty income is computed separately for each of the conveyances
under which the Royalties were conveyed to the Trust. If monthly
costs exceed revenues for any conveyance ("excess costs"), such
excess cannot reduce royalty income from other conveyances, but
is carried forward with accrued interest to be recovered from
future net proceeds of that conveyance (see Note 3).
The financial statements of the Trust differ from financial statements
prepared in accordance with generally accepted accounting principles
("GAAP") because revenues are not accrued in the month of production
and certain cash reserves may be established for contingencies which
would not be accrued
-6-
in financial statements prepared in accordance with GAAP.
Amortization of the Royalties calculated on a unit-of-production basis
is charged directly to trust corpus.
2. FEDERAL INCOME TAXES
For Federal income tax purposes, the Trust constitutes a fixed
investment trust which is taxed as a grantor trust. A grantor trust
is not subject to tax at the trust level. The Unit holders are
considered to own the Trust's income and principal as though no trust
were in existence. The income of the Trust is deemed to have been
received or accrued by each Unit holder at the time such income is
received or accrued by the Trust and not when distributed by the
Trust.
The Royalties constitute "economic interests" in oil and gas
properties for Federal income tax purposes. Unit holders must report
their share of the revenues of the Trust as ordinary income from oil
and gas royalties and are entitled to claim depletion with respect to
such income.
The Trust has on file technical advice memoranda confirming the tax
treatment described above.
The classification of the Trust's income for purposes of the passive
loss rules may be important to a Unit holder. As a result of the Tax
Reform Act of 1986, royalty income will generally be treated as
portfolio income and will not offset passive losses.
3. EXCESS COSTS
In the calculation of royalty income for the month of June 1998, costs
exceeded revenues for the Waddell Ranch properties underlying the
Waddell Ranch Net Overriding Royalty Conveyance by $396,012. Such
excess costs were recovered from net proceeds of the underlying
Waddell Ranch properties during the first quarter of 1999 and these
properties are again contributing Trust royalty income.
4. SUBSEQUENT EVENT
On July 5, 1999, NationsBank, N.A., Trustee of the Permian Basin
Royalty Trust, legally changed its name to Bank of America, N.A. On
July 23, 1999, Bank of America, N.A. (formerly known as NationsBank,
N.A.) was merged with and into Bank of America NT&SA, with the
resulting entity being called Bank of America, N.A. As a result,
immediately following the close of business on July 23, 1999, the
remaining legal entity was Bank of America, N.A. As a result of such
merger, the Trustee of the Trust is Bank of America, N.A., successor
by merger to NationsBank, N.A.
******
-7-
ITEM 2. TRUSTEE'S DISCUSSION AND ANALYSIS
FORWARD LOOKING INFORMATION
Certain information included in this report contains, 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 the
Trust) may contain or include, 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.
Such forward looking statements may be or may concern, among other
things, capital expenditures, drilling activity, development
activities, production efforts and volumes, hydrocarbon prices and the
results thereof, and regulatory matters. Although the Trustee
believes that the expectations reflected in such forward-looking
statements are reasonable, such expectations are subject to numerous
risks and uncertainties and the Trustee can give no assurance that
they will prove correct. There are many factors, none of which is
within the Trustee's control, that may cause such expectations not to
be realized, including, among other things, factors such as actual oil
and gas prices and the recoverability of reserves, capital
expenditures, general economic conditions, actions and policies of
petroleum-producing nations and other changes in the domestic and
international energy markets. Such forward looking statements
generally are accompanied by words such as "estimate," "expect,"
"predict," "anticipate," "goal," "should," "assume," "believe," or
other words that convey the uncertainty of future events or outcomes.
YEAR 2000 ISSUE
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous
results by the Year 2000. The Year 2000 issue affects virtually all
companies and organizations. If a company or organization does not
successfully address its Year 2000 issues, it may face material
adverse consequences.
As the Trust does not directly maintain any systems, the Trust will
not incur any direct costs related to the Year 2000 issue.
The Trustee has identified those vendors it believes could have an
impact on its day-to-day operations if their operations were
interrupted as a result of Year 2000 problems. The Trustee has made
formal inquiries to these vendors requesting information on their
state of readiness for the Year 2000. Through responses received and
other literature reviewed by the Trustee with respect to its vendors,
the Trustee believes that all significant vendors are currently
addressing the Year 2000 issue and plan to be compliant prior to the
Year 2000.
The Trustee has no reason to believe that its vendors will not be Year
2000 compliant. In the event the Trustee learns that a vendor's
system will not be Year 2000 compliant, the Trustee will assess the
potential risk and develop contingency plans at that time.
The Trust is a passive entity with no business operations and the
information technology systems ("IT") employed by the Trustee in
connection with its duties on behalf of the Trust are less extensive
than the systems employed by many business entities. The Trust has no
formal IT budget and the Trustee does not anticipate making any
expenditures relating to the Trustee's IT systems used in connection
with the Trust during 1999.
-8-
Because the royalty interests held by the Trust are fixed, the Trustee
is dependent upon the third parties that hold operating interests with
respect thereto for the receipt of royalty income. Thus, if any such
third party failed to deliver royalty income, the Trustee would have
no alternative source for such income. The Trustee believes that the
worst case scenario would be the failure by one or more of the third
parties who pay royalties to the Trust or who make distributions to
Unit holders for the Trust to identify and remediate Year 2000
problems on a timely basis, which could cause the Trustee to be unable
to make required distributions to Unit holders. With respect to a
failure by a third party to deliver royalty income or make
distributions to Unit holders on a timely basis, the Trustee believes
that it would have no control over the efforts of such third party to
correct the problems, and significant delays in the receipt of royalty
income and distributions to Unit holders could result.
There can be no guarantee that the Trustee will be able to identify
all potential Year 2000 problems or fully remediate all Year 2000
problems identified on a timely basis. There can be no assurance that
the systems of the Trustee or third party vendors on which the Trust
relies will be timely remediated. The failure by the Trustee or any
such third party to fully remediate its Year 2000 problems on a timely
basis could have a material adverse affect on the Trustee's ability to
receive revenue, account for and make timely distribution of the
Trust's distributable income.
Certain of the statements made above regarding the Trustee's Year 2000
program are forward looking statements, and there can be no assurance
that the Trustee will be able to achieve Year 2000 compliance in the
manner and by the dates indicated above.
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
For the quarter ended June 30, 1999, royalty income received by the
Trust amounted to $3,957,301 compared to royalty income of $1,599,573
during the second quarter of 1998. The increase in royalty income is
primarily due to lower capital expenditures. In the calculation of
royalty income for the month of June 1998, costs exceeded revenues for
the Waddell Ranch properties underlying the Waddell Ranch Net
Overriding Royalty Conveyance by $396,012. Such excess costs were
recovered from net proceeds of the underlying Waddell Ranch properties
during the first quarter of 1999 and these properties are again
contributing trust royalty income. Interest income for the quarter
ended June 30, 1999, was $4,988, compared to $7,045 during the second
quarter of 1998. The decrease in interest income is attributable
primarily to a decrease in funds available for investment. General
and administrative expenses during the second quarter of 1999 amounted
to $116,677, compared to $148,573 during the second quarter of 1998.
The decrease in general and administrative expenses can be attributed
primarily to cost reduction efforts by the trustee and timing
differences in the receipt and payment of these expenses.
These transactions resulted in distributable income for the quarter
ended June 30, 1999, of $3,845,612 or $.082509 per Unit of beneficial
interest. Distributions of $.023665, $.027897 and $.030947 per Unit
were made to Unit holders of record as of April 30, May 30 and
June 30, 1999, respectively. For the second quarter of 1998,
distributable income was $1,458,045 or $.031283 per Unit of beneficial
interest.
-9-
Royalty income for the Trust for the second quarter of the calendar
year is associated with actual oil and gas production for the period
February through April 1999 from the properties from which the Trust's
net overriding royalty interests ("Royalties") were carved. Oil and
gas sales attributable to the Royalties and the properties from which
the Royalties were carved are as follows:
Second Quarter
---------------------
1999 1998
ROYALTIES:
Oil sales (Bbls) 230,223 88,938
Gas sales (Mcf) 820,461 252,416
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Oil:
Total oil sales (Bbls) 430,636 468,233
Average per day (Bbls) 4,839 5,261
Average price per Bbl $11.88 $12.71
Gas:
Total gas sales (Mcf) 1,706,705 1,755,962
Average per day (Mcf) 19,176 19,730
Average price per Mcf $1.70 $2.15
The posted price of oil decreased for the second quarter of 1999,
compared to the second quarter of 1998, resulting in an average price
per barrel of $11.88, compared to $12.71 in the second quarter of
1998. The Trust has been advised by BROG that for the period
August 1, 1993, through June 30, 1999, the oil from the Waddell Ranch
properties was being sold under a competitive bid to a third party.
The decrease in the average price of gas from $2.15 in the second
quarter of 1998 to $1.70 in the second quarter of 1999 is primarily
the result of a decrease in the spot prices of natural gas.
Since the oil and gas sales attributable to the Royalties are based on
an allocation formula that is dependent on such factors as price and
cost (including capital expenditures), the production amounts in the
Royalties section of the above table do not provide a meaningful
comparison. The oil and gas sales from the properties from which the
Royalties are carved decreased slightly for the applicable period in
1999 compared to 1998.
Capital expenditures for drilling, remedial and maintenance activities
on the Waddell Ranch properties during the second quarter of 1999
totaled $57,000 as compared to $4.5 million for the second quarter of
1998. Through the second quarter of 1999, capital expenditures of
$517,000 have been expended. BROG has informed the Trust that the
remaining 1999 capital expenditures budget has been revised to $1.89
million for the Waddell Ranch. The total amount of capital
expenditures for 1998 was $15.9 million.
The Trust has been advised that there were no wells completed or in
progress during the three months ended June 30, 1999 on the Waddell
Ranch properties. For the three months ended June 30, 1998, there
were 20 gross (7 net) wells completed and there were 21 gross (8.125
net) wells in progress.
Lease operating expense and property taxes totaled $2.6 million for
the second quarter of 1999, compared to $3.8 million in the second
quarter of 1998 on the Waddell Ranch properties. This decrease is
primarily due to more efficient field operations on the Waddell Ranch
properties.
-10-
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
For the six months ended June 30, 1999, royalty income received by the
Trust amounted to $5,733,261 compared to royalty income of $6,852,540
for the six months ended June 30, 1998. The decrease in royalty
income is primarily due to a decrease in oil and gas prices in the
first six months of 1999, compared to the first six months in 1998, as
well as a decrease in allocated capital expenditures in the first six
months of 1999. In the calculation of royalty income for the month of
June 1998, costs exceeded revenues for the Waddell Ranch properties
underlying the Waddell Ranch Net Overriding Royalty Conveyance by
$396,012. Such excess costs were recovered from net proceeds of the
underlying Waddell Ranch properties during the first quarter of 1999
and these properties are again contributing trust royalty income.
Included in the distributable income for March 1998 was approximately
$1.1 million which represented the Trust's portion of an approximate
$1.5 million severance tax refund received from the State of Texas by
BROG, operator of record of the Waddell Ranch properties in Crane
County, Texas. Interest income for the six months ended June 30, 1999
was $7,001 compared to $17,913 during the six months ended June 30,
1998. The decrease in interest income is attributable primarily to a
decrease in funds available for investment. General and
administrative expenses for the six months ended June 30, 1999 were
$260,340. During the six months ended June 30, 1998, general and
administrative expenses were $273,002. The decrease in general and
administrative expenses is primarily due to timing differences in the
receipt and payment of these expenses.
These transactions resulted in distributable income for the six months
ended June 30, 1999 of $5,479,922 or $.117573 per Unit. For the six
months ended June 30, 1998, distributable income was $6,597,451 or
$.141550 per Unit.
Royalty income for the Trust for the period ended June 30, 1999 is
associated with actual oil and gas production for the period November
1998 through April 1999 from the properties from which the Royalties
were carved. Oil and gas production attributable to the Royalties and
the properties from which the Royalties were carved are as follows:
First Six Months
------------------------
1999 1998
ROYALTIES:
Oil sales (Bbls) 353,921 258,828
Gas sales (Mcf) 1,255,623 1,015,594
PROPERTIES FROM WHICH THE ROYALTIES WERE CARVED:
Oil:
Total oil sales (Bbls) 885,262 903,710
Average per day (Bbls) 4,891 4,993
Average price per Bbl $ 10.78 $ 14.33
Gas:
Total gas sales (Mcf) 3,534,007 3,538,550
Average per day (Mcf) 19,525 19,550
Average price per Mcf $ 1.76 $ 2.32
The average price of oil decreased during the six months ended
June 30, 1999, compared to the same period in 1998, $10.78 per barrel
as compared to $14.33 per barrel. The decrease in the average price
of oil is primarily due to decreases in the posted price for oil. The
decrease in the average price of gas from $2.32 per Mcf for the six
months ended June 30, 1998 to $1.76 per Mcf for the six months ended
June 30, 1999 is primarily the result of a decrease in the spot prices
of natural gas.
Since the oil and gas sales attributable to the Royalties are based on
an allocation formula that is dependent on such factors as price and
cost (including capital expenditures), the production amounts in the
Royalties
-11-
section of the above table do not provide a meaningful comparison. The
oil and gas sales from the properties from which the Royalties are
carved were relatively unchanged for the applicable period of 1999
compared to 1998.
The Trust has been advised that 6 gross (2.63 net) productive oil
wells on the Waddell Ranch properties were drilled and completed
during the six months ended June 30, 1999, and that 36 gross (13.62
net) productive oil wells on the Waddell Ranch properties were drilled
and completed during the six months ended June 30, 1998. Capital
expenditures for the Waddell Ranch properties for the six months ended
June 30, 1999 totaled $517,000 compared to $7.5 million for the same
period in 1998. BROG has previously advised the Trust that the
remaining 1999 capital expenditures budget for the Waddell Ranch
properties is $1.89 million.
Lease operating expense and property taxes totaled $5.7 million in
1999 compared to $6.6 million in 1998. The decrease in lease
operating expense is primarily attributable to more efficient field
operations on the Waddell Ranch properties.
-12-
CALCULATION OF ROYALTY INCOME
The Trust's royalty income is computed as a percentage of the net
profit from the operation of the properties in which the Trust owns
net overriding royalty interests. These percentages of net profits
are 75% and 95% in the case of the Waddell Ranch properties and the
Texas Royalty properties, respectively. Royalty income received by
the Trust for the three months ended June 30, 1999 and 1998
respectively, were computed as shown in the table below:
Three Months Ended June 30,
---------------------------------------------------------
1999 1998
--------------------------- ----------------------------
Waddell Texas Waddell Texas
Ranch Royalty Ranch Royalty
Properties Properties Properties Properties
Gross proceeds of sales from
properties from which the net
overriding royalties were carved:
Oil proceeds $3,966,511 $1,149,530 $ 4,602,226 $1,347,379
Gas proceeds 2,558,968 345,283 3,277,505 500,433
---------- --------- --------- ---------
Total 6,525,479 1,494,813 7,879,731 1,847,812
---------- --------- --------- ---------
Less:
Severance tax:
Oil 161,681 37,416 191,734 50,070
Gas 190,947 8,708 (29,388) 25,837
Lease operating expense and
property tax:
Oil and gas 2,464,194 149,765 3,584,147 201,982
Capital expenditures 57,292 4,517,059
Other expense 16,000
--------- ------- --------- -------
Total 2,874,114 211,889 8,263,552 277,889
--------- ------- --------- -------
Net profits 3,651,365 1,282,924 (383,821) 1,569,923
Net overriding royalty interests 75% 95% 75% 95%
--------- --------- -------- ---------
2,738,523 1,218,778 (287,866) 1,491,427
Less: excess cost over revenues(a) 396,012
--------- --------- --------- ---------
Royalty income $2,738,523 $1,218,778 $ 108,146 $1,491,427
========== ========== ========== =========
<FN>
-13-
(a) In calculating Trust royalty income for the month of June 1998,
costs exceeded revenues by $396,012 for the Waddell Ranch
properties underlying the Waddell Ranch Net Overriding Royalty
Conveyance, dated November 1, 1980. Excess costs from one
conveyance cannot reduce royalty income computed under another
conveyance. Such excess costs were recovered from net proceeds
of the underlying Waddell Ranch properties during the first
quarter of 1999 and these properties are again contributing trust
royalty income.
</FN>
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
-14-
PART II - OTHER INFORMATION
Items 1 through 4.
Not applicable.
Item 5. Other Information
The Trustee has received a copy of a Schedule 13D filed with
the Securities and Exchange Commission on behalf of Alpine
Capital L.P., a Texas limited partnership, Robert W. Bruce
III, Algenpar, Inc., a Texas corporation, and J. Taylor
Crandall. Such Schedule 13D reports Alpine Capital, L.P.'s
ownership of 2,409,000 Units of Beneficial Interest of the
Trust, which constitutes approximately 5.2% of the
outstanding Units of Beneficial Interest of the Trust. The
source of the funds for such acquisition, $11,729,410.84, was
reported to be working capital of Alpine Capital, L.P. It is
further reported that Alpine Capital, L.P. acquired 347,200
of such Units of Beneficial Interest between June 8, 1999 and
August 6, 1999, in open market transactions on the New York
Stock Exchange. It is further reported that Alpine Capital,
L.P., acting through its two general partners identified
below has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of such Units of
Beneficial Interest of the Trust. It is reported that the
Units of Beneficial Interest of the Trust were acquired and
continue to be held for investment purposes.
It is further reported that Robert W. Bruce, III and
Algenpar, Inc. are the two general partners of Alpine
Capital, L.P. and that J. Taylor Crandall is the President
and sole stockholder of Algenpar, Inc. and because of such
relationships may be deemed to be beneficial owners of the
Units of Beneficial Interest acquired by Alpine Capital, L.P.
As the general partners of Alpine Capital, L.P., it is
reported that Robert W. Bruce, III and Algenpar, Inc. have
shared power to vote or to direct the vote and to dispose or
to direct the disposition of such Units of Beneficial
Interest of the Trust. As the President and sole stockholder
of Algenpar Inc., it is reported that J. Taylor Crandall has
shared power to vote or to direct the vote and to dispose or
to direct the disposition of such Units of Beneficial
Interest of the Trust.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(4)(a) Permian Basin Royalty Trust Indenture dated November
3, 1980, between Southland Royalty Company (now
Burlington Resources Oil & Gas Company) and The First
National Bank of Fort Worth (now Bank of America,
N.A.), as Trustee, heretofore filed as Exhibit (4)(a)
to the Trust's Annual Report on Form 10-K to the
Securities and Exchange Commission for the fiscal
year ended December 31, 1980 is incorporated herein
by reference.
(4)(b) Net Overriding Royalty Conveyance (Permian Basin
Royalty Trust) from Southland Royalty Company (now
Burlington Resources Oil & Gas Company) to The First
National Bank of Fort Worth (now Bank of America,
N.A.), as Trustee, dated November 3, 1980 (without
Schedules), heretofore filed as Exhibit (4)(b) to the
Trust's Annual Report on Form 10-K to the Securities
and Exchange Commission for the fiscal year ended
December 31, 1980 is incorporated herein by reference.
(4)(c) Net Overriding Royalty Conveyance (Permian Basin
Royalty Trust - Waddell Ranch) from Southland Royalty
Company (now Burlington Resources Oil & Gas Company)
to The First National Bank of Fort Worth (now Bank of
America, N.A.), as Trustee, dated November 3, 1980
(without Schedules), heretofore filed as Exhibit
(4)(c) to the Trust's Annual Report on Form 10-K to
the Securities and
-15-
Exchange Commission for the fiscal year ended
December 31, 1980 is incorporated herein by
reference.
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended June 30, 1999.
-16-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
BANK OF AMERICA, N.A.,
TRUSTEE FOR THE
PERMIAN BASIN ROYALTY TRUST
By: /s/ ERIC F. HYDEN
------------------------------------
Eric F. Hyden
Vice President
Date: August 13, 1999
(The Trust has no directors or executive officers.)
-17-
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
(4)(a) Permian Basin Royalty Trust Indenture dated
November 3, 1980, between Southland Royalty Company
(now Burlington Resources Oil & Gas Company) and
The First National Bank of Fort Worth (now Bank of
America, N.A.), as Trustee, heretofore filed as
Exhibit (4)(a) to the Trust's Annual Report on Form
10-K to the Securities and Exchange Commission for
the fiscal year ended December 31, 1980 is
incorporated herein by reference.*
(b) Net Overriding Royalty Conveyance (Permian Basin
Royalty Trust) from Southland Royalty Company (now
Burlington Resources Oil & Gas Company) to The
First National Bank of Fort Worth (now Bank of
America, N.A.), as Trustee, dated November 3, 1980
(without Schedules), heretofore filed as Exhibit
(4)(b) to the Trust's Annual Report on Form 10-K to
the Securities and Exchange Commission for the
fiscal year ended December 31, 1980 is incorporated
herein by reference. *
(c) Net Overriding Royalty Conveyance (Permian Basin
Royalty Trust - Waddell Ranch) from Southland
Royalty Company (now Burlington Resources Oil & Gas
Company) to The First National Bank of Fort Worth
(now Bank of America, N.A.), as Trustee, dated
November 3, 1980 (without Schedules), heretofore
filed as Exhibit (4)(c) to the Trust's Annual
Report on Form 10-K to the Securities and Exchange
Commission for the fiscal year ended December 31,
1980 is incorporated herein by reference. *
(27) Financial Data Schedule **
* A copy of this Exhibit is available to any Unit holder, at the
actual cost of reproduction, upon written request to the Trustee,
Bank of America, N.A., P. O. Box 1317, Fort Worth, Texas 76101.
** Filed herewith.