<PAGE>
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, 1998
-------------
Commission File No. 1-10982
-------
CROSS TIMBERS ROYALTY TRUST
Texas I.R.S. No. 75-6415930
NationsBank, N.A.
P.O. Box 1317
Fort Worth, Texas 76101-1317
Telephone Number 817/390-6592
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 outstanding at August 1, 1998: 6,000,000
---------
<PAGE>
CROSS TIMBERS ROYALTY TRUST
PART I - FINANCIAL STATEMENTS
- -----------------------------
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.
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 to present fairly the assets, liabilities and trust
corpus of the Cross Timbers Royalty Trust at June 30, 1998, and the
distributable income and changes in trust corpus for the three and six-month
periods ended June 30, 1998 and 1997, have been included. Distributable income
for such interim periods is not necessarily indicative of the distributable
income for the full year.
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
NationsBank, N.A., as Trustee
for the Cross Timbers Royalty Trust:
We have reviewed the accompanying condensed statement of assets, liabilities and
trust corpus of the Cross Timbers Royalty Trust as of June 30, 1998 and the
related condensed statements of distributable income and changes in trust corpus
for the three and six-month periods ended June 30, 1998 and 1997. These
financial statements are the responsibility of the Trustee.
We conducted our review 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 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 review, 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 Cross
Timbers Royalty Trust as of December 31, 1997 included in the Trust's 1997
annual report on Form 10-K, and in our report dated March 18, 1998, we expressed
an unqualified opinion on that statement. In our opinion, the information set
forth in the accompanying condensed statement of assets, liabilities and trust
corpus as of December 31, 1997 is fairly stated in all material respects in
relation to the statement of assets, liabilities and trust corpus included in
the Trust's 1997 annual report on Form 10-K from which it has been derived.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
July 30, 1998
3
<PAGE>
CROSS TIMBERS ROYALTY TRUST
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
JUNE 30, DECEMBER 31,
1998 1997
------------ ------------
(Unaudited)
ASSETS
Cash and short-term investments.................. $ 518,714 $ 662,486
Interest to be received.......................... 791 1,065
Net overriding royalty interests in oil and gas
properties - net (Note 1)...................... 36,921,936 38,104,367
----------- ------------
$37,441,441 $38,767,918
=========== ============
LIABILITIES AND TRUST CORPUS
Distribution payable to Unit holders............. $ 519,505 $ 663,551
Trust corpus (6,000,000 Units of beneficial
interest authorized and outstanding)........... 36,921,936 38,104,367
----------- ------------
$37,441,441 $38,767,918
=========== ============
The accompanying notes to condensed financial statements are an integral part of
these statements.
4
<PAGE>
CROSS TIMBERS ROYALTY TRUST
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Royalty income................. $1,654,355 $3,252,445 $3,989,773 $6,367,035
Interest income................ 2,541 5,165 6,312 9,515
---------- ---------- ---------- ----------
Total income................... 1,656,896 3,257,610 3,996,085 6,376,550
Administration expense......... 49,497 40,971 93,717 90,376
---------- ---------- ---------- ----------
Distributable income........... $1,607,399 $3,216,639 $3,902,368 $6,286,174
========== ========== ========== ==========
Distributable income per Unit
(6,000,000 Units)........... $ 0.267899 $ 0.536106 $ 0.650393 $ 1.047695
========== ========== ========== ==========
</TABLE>
The accompanying notes to condensed financial statements are an integral part of
these statements.
5
<PAGE>
CROSS TIMBERS ROYALTY TRUST
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- --------------------------
1998 1997 1998 1997
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Trust Corpus, beginning of period.. $37,423,696 $40,488,291 $38,104,367 $41,337,673
Amortization of net overriding
royalty interests................ (501,760) (980,525) (1,182,431) (1,829,907)
Distributable income............... 1,607,399 3,216,639 3,902,368 6,286,174
Distributions declared............. (1,607,399) (3,216,639) (3,902,368) (6,286,174)
----------- ----------- ----------- -----------
Trust Corpus, end of period........ $36,921,936 $39,507,766 $36,921,936 $39,507,766
=========== =========== =========== ===========
</TABLE>
The accompanying notes to condensed financial statements are an integral part of
these statements.
6
<PAGE>
CROSS TIMBERS ROYALTY TRUST
- --------------------------------------------------------------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
1. BASIS OF ACCOUNTING
The financial statements of the Cross Timbers Royalty Trust ("the Trust")
are prepared on the following basis:
- Royalty income recorded for a month is the amount computed and paid by
the interest owner, Cross Timbers Oil Company ("Cross Timbers Oil"), to
NationsBank, N.A. ("Trustee"), as Trustee for the Trust. Royalty income
consists of the amounts received by Cross Timbers Oil from the sale of
production less applicable costs ("net proceeds") from the properties
underlying the net overriding royalty interests ("Royalty Trust
Interests") conveyed to the Trust. Net proceeds are multiplied by net
profit percentages of 90% in the case of Royalty Trust Interests carved
from certain royalty interests in New Mexico, Oklahoma and Texas ("90%
Royalty Trust Interests") and 75% in the case of Royalty Trust Interests
carved from seven working interest properties in Oklahoma and Texas ("75%
Royalty Trust Interests").
Applicable costs deducted in the calculation of net proceeds for the 90%
Royalty Trust Interests generally include applicable taxes,
transportation, marketing and legal costs, and do not include other
production and development costs. For the 75% Royalty Trust Interests,
such costs include production expenses, development costs, applicable
taxes, operating charges and other costs.
- Royalty income is computed separately for each of five conveyances under
which the Royalty Trust Interests 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.
- Interest income, interest to be received and distribution payable to Unit
holders include interest to be earned from the monthly record date (last
business day of the month) through the date of the next distribution to
Unit holders.
- Trust expenses are recorded based on liabilities paid and cash reserves
established by the Trustee for liabilities and contingencies.
- Distributions to Unit holders are recorded when declared by the Trustee.
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,
expenses are recognized when paid rather than when incurred, and certain
cash reserves may be established for contingencies which would not be
accrued under GAAP. The initial carrying value of the Royalty Trust
Interests ($61,100,449) represents the net book value from the historical
accounting records (successful efforts method) of predecessors to Cross
Timbers Oil on February 12, 1991, the creation date of the Trust.
Amortization of the Royalty Trust Interests is calculated on a unit-of-
production basis and is charged directly to trust corpus. Accumulated
amortization as of June 30, 1998 and December 31, 1997 is $24,178,513 and
$22,996,082, respectively.
7
<PAGE>
2. FEDERAL INCOME TAXES
Tax counsel has advised the Trust that, under current tax laws, the Trust
will be classified as a grantor trust for Federal income tax purposes and
therefore is not subject to taxation at the trust level. However, the
opinion of tax counsel is not binding on the Internal Revenue Service.
The Unit holders 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 the Unit
holders at the time such income is received or accrued by the Trust, rather
than when distributed by the Trust.
Cross Timbers Oil has advised the Trustee that the Trust receives royalty
income from coal seam gas wells. Production from coal seam gas wells drilled
after December 31, 1979, and prior to January 1, 1993, qualifies for the
Federal income tax credit for producing nonconventional fuels under Section
29 of the Internal Revenue Code. This tax credit, which was approximately
$1.05 per MMBtu for 1997, is recalculated annually based on each year's
qualified production through the year 2002. Such credit, based on the Unit
holder's pro rata share of qualifying production, may not reduce his regular
tax liability (after the foreign tax credit and certain other non-refundable
credits) below his tentative minimum tax. Any part of the Section 29 credit
not allowed for the tax year solely because of this limitation is subject to
certain carryover provisions. Unit holders should consult their tax advisors
regarding use of this credit and other Trust tax compliance matters.
Based on 1998 qualifying sales volumes and the factors used in the
calculation of the 1997 coal seam tax credit, the credit for the quarter and
six months ended June 30, 1998 is estimated to be $.048 and $.085 per Unit,
respectively. The actual coal seam tax credit for the quarter and six months
ended June 30, 1997 was $.047 and $.099, respectively. Final 1998 coal seam
tax credit data will be provided to Unit holders with year-end tax
information.
3. EXCESS COSTS
Cross Timbers Oil has advised the Trustee that, in the calculation of
royalty income for the three months ending June 30, 1998, costs exceeded
revenues for the Texas conveyance of the 75% Royalty Trust Interests by
$143,400. Such excess costs plus accrued interest of $2,352 must be
recovered from future net proceeds of the Texas conveyance of the 75%
Royalty Trust Interests before this conveyance can again contribute to Trust
royalty income. See Item 2, "Trustee's Discussion and Analysis - Excess
Costs."
4. CROSS TIMBERS OIL COMPANY
On June 16, 1998, the Trust and Cross Timbers Oil filed a registration
statement with the Securities and Exchange Commission to sell 1,360,000
Units (22.7% of outstanding Units) held by Cross Timbers Oil. As Cross
Timbers Oil stated in a related news release, the filing was made in
anticipation of better commodity prices and any sale is dependent on an
improved market for oil and gas equities. The Trust did not participate in
Cross Timbers Oil's decisions to acquire or sell Units and will not receive
any of the proceeds in the event of such sale.
8
<PAGE>
Item 2. Trustee's Discussion and Analysis.
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
- -----------------------------------------
For the quarter ended June 30, 1998, royalty income was $1,654,355 compared with
$3,252,445 for the second quarter of 1997. This 49% decrease in royalty income
is primarily the result of lower oil and gas prices and lawsuit settlement
proceeds of $465,000 received during the second quarter of 1997.
After considering interest income of $2,541 and administration expense of
$49,497, distributable income for the quarter ended June 30, 1998 was
$1,607,399, or $0.267899 per Unit of beneficial interest. Distributions of
$0.105032, $0.076283 and $0.086584 per Unit were made to Unit holders of record
on April 30, May 29 and June 30, 1998, respectively. For the quarter ended June
30, 1997, distributable income was $3,216,639, or $0.536106 per Unit.
Royalty income is recorded when received by the Trust, which is the month
following receipt by Cross Timbers Oil, and generally two months after oil
production and three months after gas production. Royalty 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 royalty income.
Because properties underlying the 90% Royalty Trust Interests are royalty and
overriding royalty interests, they generally bear no costs other than production
and property taxes, related legal costs, and marketing and transportation
charges. In addition to these costs, the 75% Royalty Trust Interests are
subject to production and development costs, since the properties underlying the
75% Royalty Trust Interests are working interests.
Volumes
Second quarter oil sales volumes decreased 7% from 1997 to 1998 primarily
because of natural production decline. Gas sales volumes decreased 35% from
second quarter 1997 to 1998 primarily because of 417,000 Mcf related to
suspended revenues received in a lawsuit settlement in second quarter 1997, as
well as the timing of cash receipts. Excluding reduced volumes from the lawsuit
settlement and cash receipt timing differences, gas sales volumes declined
approximately 7% because of reduced demand during the warmer 1998 winter and
natural production decline.
Prices
The average oil price for second quarter 1998 declined 32% to $12.91 per barrel
from the second quarter 1997 price of $18.93.
The average gas sales price for the second quarter of 1998 was $1.88 per Mcf,
10% lower than the 1997 price of $2.10. The second quarter 1997 price included
sharply higher gas prices in January and February that resulted from increased
winter weather-related demand.
Costs
Before the reduction for excess costs (see "Excess Costs" below), costs deducted
in the calculation of second quarter 1998 royalty income (see "Calculation of
Royalty Income") increased 4% or $44,964 over total costs for second quarter
1997. This was a result of a 117% or $178,345 increase in development costs,
partially offset by a 5% or $36,674 decrease in production expenses and a 23% or
$96,707 net decrease in production and property taxes.
9
<PAGE>
Changes in production expense and development costs are primarily related to the
timing of maintenance and development projects on the underlying working
interest properties. Increased development costs are related to a carbon
dioxide injection project that began in 1998 on one of the Texas underlying
working interest properties, partially offset by decreased Oklahoma drilling
costs. Production taxes decreased with lower oil and gas revenues, partially
offset by increased estimated property taxes.
Excess Costs
During the second quarter 1998, costs exceeded revenues for the Texas conveyance
of the 75% Royalty Trust Interests by $143,400, or $107,550 net to the Trust.
Such excess costs are the result of lower oil prices and increased development
costs related to the carbon dioxide injection project that began during the
first quarter. Excess costs from one conveyance cannot reduce royalty income
computed under another conveyance; therefore, cumulative excess costs plus
accrued interest must be recovered from future net proceeds of the underlying
Texas working interest properties before these properties can again contribute
to Trust royalty income. The Texas 75% Royalty Trust Interests contributed
approximately $0.04 per Unit to second quarter 1997 royalty income, or 7% of
second quarter 1997 distributions.
Amortization
Amortization of Royalty Trust Interests, which is directly charged to trust
corpus, decreased to $501,760 for second quarter 1998 from $980,525 for the
prior year quarter. Decreased amortization is the result of lower gas sales
volumes for the quarter, as well as reduced oil sales volumes allocated to the
Royalty Trust Interests because of lower oil prices.
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
- ---------------------------------------
For the six months ended June 30, 1998, royalty income was $3,989,773 compared
with $6,367,035 for the same 1997 period. Lower oil and gas prices and lawsuit
settlement proceeds of $465,000 received in 1997 were the primary reasons for
this 37% decrease in royalty income.
After considering interest income of $6,312 and administration expense of
$93,717, distributable income for the six months ended June 30, 1998 was
$3,902,368, or $0.650393 per Unit of beneficial interest. For the six months
ended June 30, 1997, distributable income was $6,286,174, or $1.047695 per Unit.
Volumes
Oil sales volumes for the first half of 1998 decreased 4% from the comparable
1997 period primarily because of natural production decline. Gas sales volumes
decreased 26% from the first six months of 1997 primarily as a result of 417,000
Mcf related to suspended revenues received in a 1997 lawsuit settlement. The
remaining gas volume decrease is primarily related to prior period volume
adjustments and the timing of cash receipts. Excluding such adjustments, cash
receipt timing differences and the lawsuit settlement, gas sales volumes
declined approximately 6% because of reduced demand during the warmer 1998
winter and natural production decline.
Prices
The average oil price for the first half of 1998 declined 30% to $14.59 per
barrel from the comparable 1997 price of $20.78.
The average gas price for the first six months of 1998 decreased 2% to $2.22 per
Mcf from the comparable 1997 price of $2.27.
10
<PAGE>
Costs
Before the reduction for excess costs (see "Excess Costs" below), costs deducted
in the calculation of royalty income for the first half of 1998 increased 4% or
$106,840 over total costs for the first half of 1997. This is a result of a 53%
or $165,505 increase in development costs and a 4% or $50,688 increase in
production expenses, partially offset by a 14% or $109,353 net decrease in
production and property taxes.
The increase in development costs of 53% is related to a carbon dioxide
injection project on one of the Texas underlying working interest properties
that began in 1998, partially offset by decreased Oklahoma drilling costs.
Increased production expenses are related to the timing of maintenance projects.
The decrease in production taxes is because of lower oil and gas revenues,
partially offset by increased estimated property taxes.
Excess Costs
During the first half of 1998, costs exceeded revenues for the Texas conveyance
of the 75% Royalty Trust Interests by $143,400, net to the Trust of $107,550.
See "Three Months Ended June 30, 1998 and 1997 -Excess Costs" above. The Texas
75% Royalty Trust Interests contributed approximately $0.11 per Unit to royalty
income for the first half 1997, or 11% of distributions for that period.
Amortization
Amortization of Royalty Trust Interests, which is directly charged to trust
corpus, decreased to $1,182,431 for first half 1998 from $1,829,907 for the
comparable prior year period. Decreased amortization is the result of lower gas
sales volumes, as well as reduced oil sales volumes allocated to the Royalty
Trust Interests because of lower oil prices.
11
<PAGE>
COMPARATIVE OIL AND GAS SALES
Oil and gas sales attributable to the Underlying Properties and the Royalty
Trust Interests are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, (a) June 30, (a)
-------------------- ------------------------
1998 1997 1998 1997
-------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
OIL SALES (Bbls)
Underlying Properties (b).... 97,064 104,466 201,750 209,925
Average per day............ 1,091 1,174 1,115 1,160
Average price.............. $ 12.91 $ 18.93 $ 14.59 $ 20.78
Royalty Trust Interests (b).. 22,535 45,787 59,597 101,326
GAS SALES (Mcf)
Underlying Properties (b).... 926,605 1,423,279 1,762,506 2,369,166
Average per day............ 10,296 15,814 9,684 13,017
Average price.............. $ 1.88 $ 2.10 $ 2.22 $ 2.27
Royalty Trust Interests (b).. 800,294 1,255,653 1,525,959 2,090,777
</TABLE>
(a) Because of the interval between time of production and receipt of royalty
income by the Trust (1) oil and gas sales for the quarter ended June 30
generally represent oil production for the period February through April and
gas production for the period January through March and (2) oil and gas
sales for the six months ended June 30 generally represent oil production
for the period November through April and gas production for the period
October through March.
(b) Oil and gas sales volumes are allocated to the Royalty Trust Interests based
upon a formula that considers oil and gas prices and the total amount of
production expenses and development costs. Changes in any of these factors
may result in disproportionate fluctuations in volumes allocated to the
Royalty Trust Interests. Therefore, comparative discussion of oil and gas
sales is based on the Underlying Properties.
12
<PAGE>
CALCULATION OF ROYALTY INCOME
The following is the calculation of royalty income received by the Trust for the
quarters ended June 30, 1998 and 1997. See Note 1 to Condensed Financial
Statements.
<TABLE>
<CAPTION>
Three Months Ended June 30,
------------------------------------------------
1998 1997
---------------------- -----------------------
<S> <C> <C> <C> <C>
90% 75% 90% 75%
Royalty Royalty Royalty Royalty
Trust Trust Trust Trust
Interests Interests Interests Interests
---------- --------- --------- ----------
REVENUES
Oil sales...................... $ 306,410 $ 946,531 $ 495,879 $1,481,861
Gas sales...................... 1,710,546 34,432 2,926,812 57,086
---------- --------- ---------- ----------
Total......................... 2,016,956 980,963 3,422,691 1,538,947
---------- --------- ---------- ----------
COSTS
Production and property taxes.. 212,413 115,179 290,591 133,708
Production expenses (a)........ 1,876 635,284 1,919 671,915
Development costs.............. - 331,293 - 152,948
Excess costs (b)............... - (143,400) - -
---------- --------- ---------- ----------
Total......................... 214,289 938,356 292,510 958,571
---------- --------- ---------- ----------
NET PROCEEDS.................... 1,802,667 42,607 3,130,181 580,376
Net Profit Percentage........... 90% 75% 90% 75%
---------- --------- ---------- ----------
ROYALTY INCOME.................. $1,622,400 $ 31,955 $2,817,163 $ 435,282
========== ========= ========== ==========
</TABLE>
(a) Production expenses for the 75% Royalty Trust Interests include an overhead
fee which is deducted and retained by Cross Timbers Oil. This fee is
currently $21,440 per month, or $64,320 per quarter. This overhead fee is
subject to adjustment each May based on an oil and gas industry index.
(b) See Note 3 to Condensed Financial Statements.
13
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings.
Cross Timbers Oil has advised the Trustee that a lawsuit relating to certain
Texas properties underlying the 75% Royalty Trust Interests has been settled.
Neither the Trust nor Cross Timbers Oil was named as a party in the suit, filed
by surface owners of certain lands in Ector County, Texas. The surface owners
brought suit against various oil and gas operators and leasehold interest owners
that own oil and gas leases covering the lands involved, alleging that the oil
and gas operations of the named defendants polluted the surface and subsurface
of the land involved. The Trust's interest in the property involved is a 75%
net overriding royalty in Cross Timbers Oil's 5.2% working interest. The cost
of the settlement net to the Trust's interest was approximately $18,000.
Item 2 through 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit Number
and Description Page
--------------- ----
(4)(a) Cross Timbers Royalty Trust Indenture Amended
and Restated on January 13, 1992 by NationsBank
of Texas, N.A. (now NationsBank, N.A.) as
Trustee, heretofore filed as Exhibit 3.1 to
the Trust's Registration Statement No. 33-44385
filed with the Securities and Exchange Commission
on February 19, 1992, is incorporated herein
by reference.
(b) Net Overriding Royalty Conveyance (Cross
Timbers Royalty Trust, 90% - Texas) from South
Timbers Limited Partnership, West Timbers Limited
Partnership, North Timbers Limited Partnership,
East Timbers Limited Partnership, Hickory Timbers
Limited Partnership, and Cross Timbers Partners,
L.P. (predecessors of Cross Timbers Oil Company,
L.P. which subsequently merged into Cross Timbers
Oil Company) to NCNB Texas National Bank (now
NationsBank, N.A.), as Trustee, dated
February 12, 1991 (without Schedules A and B),
heretofore filed as Exhibit 10.1 to the Trust's
Registration Statement No. 33-44385 filed with
the Securities and Exchange Commission on
February 19, 1992, is incorporated herein
by reference.
(c) Net Overriding Royalty Conveyance (Cross Timbers
Royalty Trust, 75% - Texas) from South Timbers
Limited Partnership, West Timbers Limited Partnership,
North Timbers Limited Partnership, East Timbers
Limited Partnership, Hickory Timbers Limited
Partnership, and Cross Timbers Partners, L.P.
(predecessors of Cross Timbers Oil Company, L.P.
which subsequently merged into Cross Timbers Oil
Company) to NCNB Texas National Bank (now NationsBank,
14
<PAGE>
N.A.), as Trustee, dated February 12, 1991
(without Schedules A and B), heretofore filed as
Exhibit 10.5 to the Trust's Registration Statement
No. 33-44385 filed with the Securities and
Exchange Commission on February 19, 1992, is
incorporated herein by reference.
(15) Awareness letter of Arthur Andersen LLP 17
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter for which this
report is filed.
15
<PAGE>
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.
CROSS TIMBERS ROYALTY TRUST
By NATIONSBANK, N.A., TRUSTEE
By /s/ JOE B. GRISSOM
----------------------------
Joe B. Grissom
Vice President
CROSS TIMBERS OIL COMPANY
Date: August 13, 1998 By /s/ LOUIS G. BALDWIN
----------------------------
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
16
<PAGE>
EXHIBIT 15
NationsBank, N.A. as Trustee
for the Cross Timbers Royalty Trust:
We are aware that Cross Timbers Oil Company and Cross Timbers Royalty Trust have
incorporated by reference in Registration Statement No. 333-56983 on Form S-3,
and that Cross Timbers Oil Company has incorporated by reference in its
Registration Statement No. 33-55784 on Form S-8, Cross Timbers Royalty Trust's
Form 10-Q for the quarter ended June 30, 1998, which includes our report dated
July 30, 1998, covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933, that report is
not considered a part of the registration statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
August 13, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> APR-01-1998 JAN-01-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 518,714 0
<SECURITIES> 0 0
<RECEIVABLES> 791 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 519,505 0
<PP&E> 61,100,449 0
<DEPRECIATION> 24,178,513 0
<TOTAL-ASSETS> 37,441,441 0
<CURRENT-LIABILITIES> 519,505 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 36,921,936 0
<TOTAL-LIABILITY-AND-EQUITY> 37,441,441 0
<SALES> 1,654,355 3,989,773
<TOTAL-REVENUES> 1,656,896 3,996,085
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 49,497 93,717
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 1,607,399 3,902,368
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 1,607,399 3,902,368
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,607,399 3,902,368
<EPS-PRIMARY> .268 .650
<EPS-DILUTED> .268 .650
</TABLE>
