Permianville Royalty Trust 10-K

Item 2. Properties. Description of the Underlying Properties The Underlying Properties consist of producing and non-producing interests in oil and natural gas units, wells and lands in Texas, Louisiana and New Mexico. The Underlying Properties include a portion of the assets in east Texas and north Louisiana acquired by Enduro from Denbury Resources Inc. in December 2010, and all of the assets in the Permian Basin of New Mexico and west Texas acquired by Enduro from Samson Investment Company and ConocoPhillips Company in January 2011 and February 2011, respectively. In August 2018, the Sponsor purchased the Underlying Properties from Enduro and assumed all of Enduro’s obligations under the Trust Agreement and other instruments to which Enduro and the Trustee were parties. The Underlying Properties are divided into two geographic regions: the Permian Basin region and East Texas/North Louisiana region. As of December 31, 2020, the Underlying Properties had proved reserves of 12.2 MMBoe with 83% and 96% of the volumes and PV-10 value, respectively, attributable to proved developed reserves. Substantially all of the 12.2 MMBoe of proved reserves, based on PV-10 value, were operated by third-party operators. The Sponsor’s interests in the Underlying Properties require the Sponsor to bear its proportionate share of the costs of development and operation of such properties. As of December 31, 2020, the Sponsor held average working interests of approximately 25% and 18% and average net revenue interests of approximately 21% and 13% in the Underlying Properties located in the Permian Basin and East Texas/North Louisiana regions, respectively. The Underlying Properties are also burdened by non-cost bearing interests owned by third parties consisting primarily of overriding royalty and royalty interests. 38 Reserves Cawley, Gillespie & Associates, Inc. (“Cawley Gillespie”), independent petroleum and geological engineers, estimated crude oil (including natural gas liquids) and natural gas proved reserves of the Underlying Properties’ full economic life and for the Trust life as of December 31, 2020. Numerous uncertainties are inherent in estimating reserve volumes and values, and the estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of the reserves may vary significantly from the original estimates. In addition, the reserves and net revenues attributable to the Net Profits Interest include only 80% of the reserves attributable to the Underlying Properties that are expected to be produced within the term of the Net Profits Interest. The independent petroleum engineer’s report as to the proved oil and natural gas reserves as of December 31, 2020 was prepared by Cawley Gillespie. Cawley Gillespie, whose firm registration number is F-693, was founded in 1961 and is a leader in the evaluation of oil and gas properties. The technical person at Cawley Gillespie primarily responsible for overseeing the reserve estimates with respect to the Underlying Properties and the Net Profits Interest attributable to the Trust is W. Todd Brooker. Mr. Brooker has been a petroleum consultant for Cawley Gillespie since 1992 and is currently the Senior Vice President. He is a registered professional engineer in the State of Texas (license no. 83462) and a graduate of the University of Texas with a Bachelor of Science in Petroleum Engineering. Information concerning changes in net proved reserves attributable to the Trust, and the calculation of the standardized measure of the related discounted future net revenues is contained in the notes to the financial statements of the Trust included in this Form 10-K. The Sponsor has not filed reserve estimates covering the Underlying Properties with any other federal authority or agency. The following table summarizes the estimated proved reserve quantities and PV-10 attributable to the Trust and Underlying Properties as of December 31, 2020 and 2019: Trust Net Profits Interest Underlying Properties Oil (1) Natural Gas Total (2) PV-10 (3) Oil (1) Natural Gas Total (2) PV-10 (3) (MBbls) (MMcf) (MBoe) (in thousands) (MBbls) (MMcf) (MBoe) (in thousands) 2020 Proved Developed Producing 2,196 5,404 3,097 $ 28,598 6,995 17,117 9,848 $ 35,747 Proved Developed Non-Producing 8 898 158 973 15 1,540 271 1,019 Proved Undeveloped 2 4,552 761 2,818 5 12,271 2,050 1,693 2019 Proved Developed Producing 2,878 6,149 3,903 $ 62,184 10,020 20,960 13,513 $ 77,730 Proved Developed Non-Producing — — — — — — — — Proved Undeveloped 243 8,184 1,607 10,968 613 16,865 3,424 7,374 (1) Reserves for natural gas liquids are immaterial and included as a component of oil reserves. (2) Boe represents an approximate energy equivalent basis such that one Bbl of crude oil equals approximately six Mcf of natural gas. However, the value of oil and natural gas value and the value of reserve volumes of oil and natural gas are often substantially different than the amount implied by the Boe ratio. (3) PV-10 is a non-GAAP financial measure and represents the present value of estimated future cash inflows from proved crude oil and natural gas reserves, less future development and production costs, discounted at 10% per annum to reflect timing of future cash inflows using the twelve-month unweighted arithmetic average of the first-day-of-the-month commodity prices, after adjustment for differentials in location and quality, for each of the preceding twelve months. An estimate of PV-10 is provided because it provides useful information to investors as it is widely used by professional analysts and sophisticated investors when evaluating oil and gas companies. PV-10 is considered relevant and useful for evaluating the relative monetary significance of oil and natural gas reserves. PV-10 is not intended to represent the current market value of the estimated reserves of the Underlying Properties. PV-10 differs from standardized measure of discounted future net cash flows because it does not include the effect of future income taxes. Please refer to the notes to the financial statements of the Trust included in this Form 10-K. 39 Reserve quantities and revenues for the Net Profits Interest were estimated from projections of reserves and revenues attributable to the Underlying Properties. Since the Trust has a defined Net Profits Interest, the Trust does not own a specific percentage of the oil and natural gas reserve quantities. Accordingly, reserves allocated to the Trust pertaining to its 80% Net Profits Interest in the Underlying Properties have effectively been reduced to reflect recovery of the Trust’s 80% portion of applicable production and development costs. Because Trust reserve quantities are determined using an allocation formula, any changes in actual or assumed prices or costs will result in revisions to the estimated reserve quantities allocated to the Net Profits Interest. Estimates of proved reserves were prepared in accordance with guidelines prescribed by the SEC and the Financial Accounting Standards Board, which require that reserve estimates be prepared under existing economic and operating conditions based upon an average of the NYMEX first-day-of-the-month commodity price during the 12-month period ending on the balance sheet date with no provision for price and cost escalations except by contractual arrangements. Prices used in estimating reserves were as follows: 2020 2019 2018 Oil (per Bbl) $ 39.57 $ 55.69 $ 65.56 Natural gas (per MMBTU) $ 1.99 $ 2.58 $ 3.10 Changes in Proved Undeveloped Reserves During the year ended December 31, 2020, proved undeveloped reserves of the Underlying Properties decreased 1.4 MMBoe due to decrease in the amount of booked, non-operated Wolfcamp shale wells in the Permian Basin, partially offset by modest increases in the estimated reserves for the booked, non-operated wells in Haynesville shale of Louisiana. Compared to the year ended December 31, 2019, a decreased amount of proved undeveloped gross wells were recognized in the reserves of the Underlying Properties when compared to the year ended December 31, 2020. The decrease in gross wells does not represent a reduction in undeveloped reserves potential, as these reserves are still part of the Underlying Properties. However, the reduction was estimated based on an updated market view of third-party operators’ completion activity given current oil price volatility. The following is a summary of the changes in quantities of proved undeveloped reserves for the Underlying Properties during the year ended December 31, 2020. Underlying Properties Oil (1) Natural Gas Total (MBbls) (MMcf) (MBoe) Balance – December 31, 2019 613 16,865 3,424 Development 5 6 5 Revisions and Other (613 ) (4,600 ) (1,379 ) Balance – December 31, 2020 5 12,271 2,050 (1) Reserves for natural gas liquids are immaterial and included as a component of oil reserves. Producing Acreage and Well Counts For the following data, “gross” refers to the total number of wells or acres in the Underlying Properties and “net” refers to gross wells or acres multiplied by the percentage working interest owned by the Sponsor and in turn attributable to the Underlying Properties. All of the acreage comprising the Underlying Properties is held by production. Although many wells produce both oil and natural gas, a well is categorized as an oil well or a natural gas well based upon the ratio of oil to natural gas production. The Underlying Properties are interests in properties located in the Permian Basin of west Texas and New Mexico and in the East Texas/North Louisiana region. The following is a summary of the approximate acreage of the Underlying Properties at December 31, 2020: Acres Gross Net Permian Basin 123,637 36,580 East Texas/North Louisiana 12,629 4,899 Total 135,266 41,479 40 The following is a summary of the producing wells on the Underlying Properties as of December 31, 2020: Oil Natural Gas Gross Wells (1) Net Wells Gross Wells (1) Net Wells Permian Basin 3,023 290 71 26 East Texas/North Louisiana — — 318 54 Total 3,023 290 389 80 (1) The Sponsor’s total producing wells include 17 operated wells and 3,395 non-operated wells. The following is a summary of the number of development and exploratory wells drilled on the Underlying Properties located in the Permian Basin and East Texas/North Louisiana during the last three years: Year Ended December 31, 2020 2019 2018 Gross Net Gross Net Gross Net Permian Basin Development Wells: Productive — — 2 0.1 6 0.5 Dry holes — — — — — — — — 2 0.1 6 0.5 Exploratory Wells: Productive — — — — — — Dry holes — — — — — — — — — — — — Total: Productive — — 2 0.1 6 0.5 Dry holes — — — — — — — — 2 0.1 6 0.5 Year Ended December 31, 2020 2019 2018 Gross Net Gross Net Gross Net East Texas/North Louisiana Development Wells: (1) Productive — — 3 0.1 — — Dry holes — — — — — — — — 3 0.1 — — Exploratory Wells: Productive — — — — — — Dry holes — — — — — — — — — — — — Total: Productive — — 3 0.1 — — Dry holes — — — — — — — — 3 0.1 — — (1) Production of natural gas liquids is immaterial and included as a component of natural gas production. 41 Major Producing Areas Substantially all of the Underlying Properties are located in mature oil fields that are characterized by long production histories. Based on the reserve reports, approximately 58% of the future production from the Underlying Properties is expected to be oil and approximately 42% is expected to be natural gas. Permian Basin Region The Permian Basin is one of the largest and most prolific oil and natural gas producing basins in the United States. The Underlying Properties in the Permian Basin contain 123,637 gross (36,580 net) acres in Texas and New Mexico. The largest fields in the Underlying Properties are located primarily in the Permian Basin (measured by Boe reserves at December 31, 2020). The largest field in the Permian Basin region is the Lost Tank field, which individually accounts for more than 15 percent of the Underlying Properties reserves as of December 31, 2020. This unit produces from the Brushy Canyon and Wolfcamp formations at depths up to 8,500 feet. Proved reserves attributable to the Underlying Properties in the Lost Tank field were 2.6 MMBoe as of December 31, 2020. This field is operated by Occidental Petroleum. East Texas/North Louisiana Region The Underlying Properties contain interests in 12,629 gross (4,899 net) acres in the East Texas/North Louisiana region across three fields: the Elm Grove field, operated primarily by Aethon Energy Operating, LLC and Comstock Oil & Gas, LLC; the Kingston field, operated by EXCO Resources and Indigo Resources, LLC; and the Stockman field, operated by COERT. Substantially all proved reserves attributable to the Underlying Properties in the East Texas/North Louisiana region are located in the Haynesville, Cotton Valley, and Hosston reservoirs of the Elm Grove and Kingston fields. Proved reserves attributable to the Underlying Properties in the Elm Grove and Kingston fields were 2.3 MMBoe and 0.1 MMBoe, respectively, as of December 31, 2020. Production and Reserves The following table shows the net production, average sales price, average lease operating expense, and proved reserves as of year-end for the Underlying Properties located in the Permian Basin of west Texas and New Mexico and in the East Texas/North Louisiana region, which relates to the amounts included in the net profits calculation for the distributions paid during the years ended December 31, 2020, 2019 and 2018. Year Ended December 31, 2020 2019 2018 Permian Basin Oil Sales Volumes (Bbls) 389,473 684,936 797,614 Natural Gas (1) Sales Volumes (Mcf) 1,072,611 1,946,157 2,458,036 Total Sales Volumes (Boe) 568,241 1,009,295 1,207,287 Oil Average Sales Price per Bbl $ 50.66 $ 50.54 $ 55.19 Natural Gas Average Sales Price per Mcf $ 1.67 $ 2.50 $ 3.12 Average Lease Operating Expense per Boe $ 17.73 $ 16.04 $ 26.11 Proved Reserves (MBoe) 9,707 13,257 14,590 East Texas/North Louisiana Oil Sales Volumes (Bbls) 1,323 2,566 2,616 Natural Gas (1) Sales Volumes (Mcf) 949,148 1,995,528 2,543,104 Total Sales Volumes (Boe) 159,514 335,154 426,467 Oil Average Sales Price per Bbl $ 53.56 $ 55.70 $ 50.09 Natural Gas Average Sales Price per Mcf $ 1.87 $ 2.67 $ 3.73 Average Lease Operating Expense per Boe $ 9.36 $ 4.41 $ 9.43 Proved Reserves (MBoe) 2,462 3,680 3,819 Total Oil Sales Volumes (Bbls) 390,796 687,502 800,230 Natural Gas (1) Sales Volumes (Mcf) 2,021,759 3,941,685 5,001,140 Total Sales Volumes (Boe) 727,756 1,344,450 1,633,754 Oil Average Sales Price per Bbl $ 50.67 $ 50.56 $ 55.18 Natural Gas Average Sales Price per Mcf $ 1.77 $ 2.59 $ 3.00 Average Lease Operating Expense per Boe $ 15.90 $ 16.12 $ 21.76 Proved Reserves (MBoe) 12,169 16,937 18,409 (1) Production of natural gas liquids is immaterial and included as a component of natural gas production. 42 Abandonment and Sale of Underlying Properties Each of the operators of the Underlying Properties or any transferee has the right to abandon its interest in any well or property if it reasonably believes a well or property ceases to produce or is not capable of producing in commercially paying quantities. Upon termination of the lease, the portion of the Net Profits Interest relating to the abandoned property will be extinguished. The Sponsor generally may sell all or a portion of its interests in the Underlying Properties, subject to and burdened by the Net Profits Interest, without the consent of the Trust unitholders. Following the sale of all or any portion of the Underlying Properties, the purchaser will be bound by the obligations of the Sponsor under the Trust Agreement and the Conveyance with respect to the portion sold. In addition, the Sponsor may, without the consent of the Trust unitholders, require the Trustee to release the Net Profits Interest associated with any lease that accounts for less than or equal to 0.25% of the total production from the Underlying Properties in the prior 12 months and provided that the Net Profits Interest covered by such releases cannot exceed, during any 12-month period, an aggregate fair market value to the Trust of $500,000. These releases will be made only in connection with a sale by the Sponsor to a non-affiliate of the relevant Underlying Properties and are conditioned upon the Trust receiving an amount equal to the fair value to the Trust of such Net Profits Interest. In January 2019, the Sponsor sold two producing wells and associated acreage of the Underlying Properties under this provision for a sale price of approximately $62,000, and the Trustee released such properties from the Net Profits Interest. Title to Properties The properties comprising the Underlying Properties are or may be subject to one or more of the burdens and obligations described below. To the extent that these burdens and obligations affect the Sponsor’s rights to production or the value of production from the Underlying Properties, they have been taken into account in calculating the Trust’s interests and in estimating the size and the value of the reserves attributable to the Underlying Properties. The Sponsor’s interests in the oil and natural gas properties comprising the Underlying Properties are typically subject to one or more of the following: • royalties and other burdens, express and implied, under oil and natural gas leases and other arrangements; • overriding royalties, production payments and similar interests and other burdens created by the Sponsor’s predecessors in title; • a variety of contractual obligations arising under operating agreements, farm-out agreements, production sales contracts and other agreements that may affect the Underlying Properties or their title; • liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements that are not yet delinquent or, if delinquent, are being contested in good faith by appropriate proceedings; • pooling, unitization and communitization agreements, declarations and orders; • easements, restrictions, rights-of-way and other matters that commonly affect property; • conventional rights of reassignment that obligate the Sponsor to reassign all or part of a property to a third party if the Sponsor intends to release or abandon such property; 43 • preferential rights to purchase or similar agreements and required third party consents to assignments or similar agreements; • obligations or duties affecting the Underlying Properties to any municipality or public authority with respect to any franchise, grant, license or permit, and all applicable laws, rules, regulations and orders of any governmental authority; and • rights reserved to or vested in the appropriate governmental agency or authority to control or regulate the Underlying Properties and also the interests held therein, including the Sponsor’s interests and the Net Profits Interest. The Sponsor has informed the Trustee that the Sponsor believes the burdens and obligations affecting the properties comprising the Underlying Properties are conventional in the industry for similar properties. The Sponsor has also informed the Trustee that the Sponsor believes the existing burdens and obligations do not, in the aggregate, materially interfere with the use of the Underlying Properties and will not materially adversely affect the Net Profits Interest or its value. To give third parties notice of the Net Profits Interest, Enduro recorded the Conveyance in Texas, Louisiana and New Mexico in the real property records in each Texas, Louisiana or New Mexico county in which the Underlying Properties are located, or in such other public records of those states as required under applicable law to place third parties on notice of the Conveyance. In a bankruptcy of the Sponsor, to the extent Louisiana or New Mexico law were held to be applicable, the Net Profits Interest might be considered an asset of the bankruptcy estate and used to satisfy obligations to creditors of the Sponsor, in which case the Trust would be an unsecured creditor of the Sponsor at risk of losing the entire value of the Net Profits Interest to senior creditors. See “Risk Factors—In the event of the bankruptcy of the Sponsor, if a court were to hold that the Net Profits Interest was part of the bankruptcy estate, the Trust may be treated as an unsecured creditor with respect to the Net Profits Interest attributable to properties in Louisiana and New Mexico” in Item 1A of this Form 10-K. The Sponsor believes that its title to the Underlying Properties and the Trust’s title to the Net Profits Interest are each good and defensible in accordance with standards generally accepted in the oil and gas industry, subject to such exceptions as are not so material to detract substantially from the use or value of such Underlying Properties or Net Profits Interest. Under the terms of the Conveyance creating the Net Profits Interest, the Sponsor has provided a special warranty of title with respect to the Net Profits Interest, subject to the burdens and obligations described in this section. Please see “Risk Factors—The Trust Units may lose value as a result of title deficiencies with respect to the Underlying Properties” in Item 1A of this Form 10-K.