Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures.
Disclosure 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 design and operation of the Trusts disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934, as amended. Based on such evaluation, the Trustee concluded that the Trusts disclosure controls and procedures 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, as amended, 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
Burlington Resources Oil & Gas Company, LP, the owner of the Waddell Ranch properties, and Riverhill Energy Corporation, the owner of the Texas Royalty properties.
Changes in Internal Control over Financial Reporting
There
has not been any change in the Trusts internal control over financial reporting during the twelve months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Trusts internal control
over financial reporting.
Trustees Report on Internal Control Over Financial Reporting
The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934, as amended. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial
reporting for external purposes in accordance with the modified cash basis of accounting. The Trustee conducted an evaluation of the effectiveness of the Trusts internal control over financial reporting based on the criteria established in
Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Trustees evaluation under the framework in Internal Control-Integrated Framework 2013, the Trustee
concluded that the Trusts internal control over financial reporting are effective as of December 31, 2020.
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Item 9B.
Other Information.
None.
PART III
Item 10.
Directors and Executive Officers of the Registrant
DIRECTORS AND OFFICERS
The Trust has no
directors or executive officers. The Trustee is a corporate trustee which may be removed, with or without cause, at a meeting of the Unit holders, by the affirmative vote of the holders of a majority of all the Units then outstanding.
AUDIT COMMITTEE AND NOMINATING COMMITTEE
Because the Trust has no directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Trusts directors, officers or beneficial owners of more than
ten percent of a registered class of the Trusts equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Trust with copies of all such reports.
The Trust has no directors or officers and based solely on its review of the reports received by it, the Trust believes that during the fiscal year of
2020, no person who was a beneficial owner of more than ten percent the Trusts Units failed to file on a timely basis any report required by Section 16(a).
STANDARDS OF CONDUCT
Because the Trust has
no employees, it does not have a code of ethics. Employees of the Trustee, Simmons Bank, must comply with the banks code of ethics which may be found at ir.simmonsbank.com/govdocs.
Item 11.
Executive Compensation
During the years ended December 31, 2020, 2019 and 2018, the Trustee received total remuneration as follows:
Name of Individual or Number
of Persons in Group
Cash
Compensation
Year
Simmons Bank, Trustee
$
104,613
(1)
2020
Simmons Bank, Trustee
$
106,119
(1)
2019
Simmons Bank, Trustee
$
95,480
(1)
2018
Southwest Bank, Trustee
$
15,190
(1)
2018
(2)
Under the Trust Indenture, the Trustee is entitled to an administrative fee for its administrative services, preparation
of quarterly and annual statements with attention to tax and legal matters of: (i) 1/20 of 1% of the first $100 million and (ii) Trustees standard hourly rate in excess of 300 hours annually. The administrative fee is subject to
reduction by a credit for funds provision.
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COMPENSATION COMMITTEE
Because the Trust has no directors, it does not have a compensation committee or maintain any equity compensation plans, and the Trust has not engaged
any consultants to provide advice or recommendations on the amount or form of compensation. The Trust does not have a principal executive officer or employees and therefore, the pay ratio disclosure is not applicable.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) Security Ownership of Certain Beneficial Owners . Based solely on a review of statements
filed with the SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the following table sets forth all persons who are known to the Trustee to own beneficially more than 5% of the outstanding Units of the
Trust as of December 31, 2020:
Name
Number of Units
Owned(1)
Percent(2)
Loyd Powell(3)
3,372,195
7.235
%
Gideon Powell(3)
1,287,004
2.761
%
(1)
Unless otherwise indicated, all Units are held directly with sole voting and investment power.
(2)
Based on 46,608,796 Units outstanding as of December 31, 2020.
(3)
Based on Schedule 13G/A filed February 11, 2021, reporting ownership as of December 31, 2020, jointly and as a
group by Loyd Powell and Gideon Powell. The address for each of Loyd Powell and Gideon Powell is P.O. Box 12208, Suite 1610; Dallas, Texas 75225.
(b) Security Ownership of Management . The Trustee does not beneficially own any securities of the Trust.
(c) Change In Control . The Trustee knows of no arrangements which may subsequently result in a change in control of the
Trust.
(d) Securities Authorized for Issuance under Equity Compensation Plans. The Trust has no equity compensation
plans.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The Trust has no directors or executive officers. See Item 11 for the remuneration received by the Trustee during the years
ended December 31, 2020, 2019 and 2018.
Item 14.
Principal Accounting Fees and Services
Fees for services performed by Weaver and Tidwell, L.L.P. for the years ended December 31, 2020 and 2019 are:
Weaver and Tidwell, L.L.P.
2020
2019
Audit fees
$
94,000
$
94,000
Audit-related fees
Tax fees
All other fees
Total
$
94,000
$
94,000
Total
$
94,000
$
94,000
As referenced in Item 10 above, the Trust has no audit committee, and as a result, has no audit committee pre-approval policy with respect to fees paid to Weaver and Tidwell, L.L.P.
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PART IV
Item 15.
Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Report:
1. Financial Statements
Included in Part II
of this Report:
Report of Independent Registered Public Accounting Firm
31
Statements of Assets, Liabilities and Trust Corpus at December 31, 2020 and
2019
32
Statements of Distributable Income for Each of the Three Years in the Period Ended December 31,
2020
32
Statements of Changes in Trust Corpus for Each of the Three Years in the Period Ended December 31,
2020
33
Notes to Financial Statements
34
2. Financial Statement Schedules
Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given
in the financial statements or notes thereto.
3. Exhibits
Exhibit
Number
Exhibit
(4)(a)
Permian Basin Amended and Restated Royalty Trust Indenture dated June
20, 2014, between Southland Royalty Company (now Burlington Resources Oil
& Gas Company LP) and The First National Bank of Fort Worth (now Simmons Bank), as Trustee, heretofore filed as Exhibit 4.1 to the Trusts Quarterly Report on Form 10-Q to the Securities and Exchange Commission
for the quarterly period ended June 30, 2014, is incorporated herein by reference. *
(b)
Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (now Simmons Bank), as Trustee, dated
November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trusts 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.* (P)
(c)
Net Overriding Royalty Conveyance (Permian Basin Royalty Trust Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (now Simmons
Bank), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trusts 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.* (P)
(10)(a)
Underwriting Agreement dated December
15, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil
& Gas L.P. and Lehman Brothers Inc. and Wachovia Capital Markets, LLC as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities
and Exchange Commission filed on December 19, 2005, is incorporated herein by reference .*
(b)
Underwriting Agreement dated August
2, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas L.P. and Goldman Sachs
& Co. and Lehman Brothers Inc. as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on
August 8, 2005, is incorporated herein by reference .*
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Exhibit
Number
Exhibit
(c)
Underwriting Agreement dated August
17, 2006, among Permian Basin Royalty Trust, ConocoPhillips, Burlington Resources Oil
& Gas Company LP and Lehman Brothers Inc. and Wachovia Capital Markets, LLC as representatives of the several underwriters heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the
Securities and Exchange Commission filed on August 22, 2006, is incorporated herein by reference .*
(d)
Registration Rights Agreement dated as of July
21, 2004 by and between Burlington Resources, Inc. and Bank of America, N.A., as trustee of Permian Basin Royalty Trust, heretofore filed as Exhibit
10.1 to the Trusts Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarterly period ended June 30, 2004 is incorporated herein by
reference .*
(23.1)
Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer.**
(31.1)
Certification required by Rule 13a-14(a)/15d-14(a).**
(32.1)
Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.**
(99.1)
Report of Cawley, Gillespie & Associates, Inc., reservoir engineer.**
*
A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written request to the
Trustee, Simmons Bank, 2911 Turtle Creek Boulevard, Suite 850, Dallas, Texas 75219.
**
Filed herewith.
(P)
Paper exhibits.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
SIMMONS BANK,
TRUSTEE FOR THE
PERMIAN BASIN ROYALTY TRUST
By:
/ S / R ON E. H OOPER
Ron E. Hooper
SVP Royalty Trust Management
Date: March 31, 2021
(The Trust has no directors or executive officers.)
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.