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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-8033
PERMIAN BASIN ROYALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN THE
PERMIAN BASIN ROYALTY TRUST INDENTURE)
<Table>
Texas 75-6280532
(State or Other Jurisdiction of ----------------------------------- (I.R.S. Employer Identification No.)
Incorporation or Organization)
</Table>
Bank of America, N.A.
Trust Department
P.O. Box 830650
Dallas, Texas 75202
(Address of Principal Executive Offices;
Zip Code)
(Registrant's Telephone Number, Including Area Code)
(214) 209-2400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ----------------
Units of Beneficial Interest New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filed
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No
[X]
The aggregate market value of the registrant's units of beneficial
interest outstanding (based on the closing sale price on the New York Stock
Exchange) held by non-affiliates of the registrant as of the last business day
of the registrant's most recently completed second fiscal quarter was
approximately $73,943,659.85.
At March 21, 2003, there were 46,608,796 Units of Beneficial Interest
of the Trust outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
"Units of Beneficial Interest" at page 1; "Trustee's Discussion and
Analysis for the Three-Year Period Ended December 31, 2002" at pages 7 through
10; "Results of the 4th Quarters of 2002 and 2001" at page 9; and "Statements of
Assets, Liabilities and Trust Corpus," "Statements of Distributable Income,"
"Statements of Changes in Trust Corpus," "Notes to Financial Statements" and
"Independent Auditors' Report" at page 11 et seq., in registrant's Annual Report
to security holders for fiscal year ended December 31, 2002 are incorporated
herein by reference for Item 5, Item 7 and Item 8 of Part II of this Report.
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TABLE OF CONTENTS
<Table>
<Caption>
Page
----
PART I............................................................................................................1
ITEM 1. Business........................................................................................1
Website/SEC Filings.............................................................................3
ITEM 2. Properties......................................................................................3
PRODUCING ACREAGE, WELLS AND DRILLING...........................................................3
OIL AND GAS PRODUCTION..........................................................................4
PRICING INFORMATION.............................................................................5
OIL AND GAS RESERVES............................................................................5
REGULATION......................................................................................8
Federal Natural Gas Regulation.........................................................8
State Regulation.......................................................................9
Other Regulation.......................................................................9
Item 3. Legal Proceedings...............................................................................9
Item 4. Submission of Matters to a Vote of Security Holders.............................................9
PART II...........................................................................................................9
Item 5. Market for Units of the Trust and Related Security Holder Matters...............................9
Item 6. Selected Financial Data.........................................................................9
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation...........10
Item 7A. Quantitative and Qualitative Disclosures about Market Risk....................................10
Item 8. Financial Statements and Supplementary Data....................................................10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........10
PART III.........................................................................................................10
Item 10. Directors and Executive Officers of the Registrant.............................................10
Item 11. Executive Compensation.........................................................................11
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................11
Item 13. Certain Relationships and Related Transactions ................................................12
Item 14. Controls and Procedures........................................................................12
PART IV..........................................................................................................13
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................13
</Table>
ii
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," "anticipate," "goal," "should," "assume," "believe," or other words
that convey the uncertainty of future events or outcomes.
PART I
ITEM 1. BUSINESS
The Permian Basin Royalty Trust (the "Trust") is an express trust
created under the laws of the state of Texas by the Permian Basin Royalty Trust
Indenture (the "Trust Indenture") entered into on November 3, 1980, between
Southland Royalty Company ("Southland Royalty") and The First National Bank of
Fort Worth, as Trustee. Bank of America, N.A., a banking association organized
under the laws of the United States, as the successor of The First National Bank
of Fort Worth, is now the Trustee of the Trust. The principal office of the
Trust (sometimes referred to herein as the "Registrant") is located at 901 Main
Street, Dallas, Texas (telephone number 214/209-2400).
On October 23, 1980, the stockholders of Southland Royalty approved and
authorized that company's conveyance of net overriding royalty interests
(equivalent to net profits interests) to the Trust for the benefit of the
stockholders of Southland Royalty of record at the close of business on the date
of the conveyance consisting of a 75% net overriding royalty interest carved out
of that company's fee mineral interests in the Waddell Ranch properties in Crane
County, Texas and a 95% net overriding royalty interest carved out of that
company's major producing royalty properties in Texas. The conveyance of these
interests (the "Royalties") was made on November 3, 1980, effective as to
production from and after November 1, 1980 at 7:00 a.m. The properties and
interests from which the Royalties were carved and which the Royalties now
burden are collectively referred to herein as the "Underlying Properties." The
Underlying Properties are more particularly described under "Item 2. Properties"
herein.
The function of the Trustee is to collect the income attributable to
the Royalties, to pay all expenses and charges of the Trust, and then distribute
the remaining available income to the Unit holders. The Trust is not empowered
to carry on any business activity and has no employees, all administrative
functions being performed by the Trustee.
The Royalties constitute the principal asset of the Trust and the
beneficial interests in the Royalties are divided into that number of Units of
Beneficial Interest (the "Units") of the Trust equal to the number of shares of
the common stock of Southland Royalty outstanding as of the close of business on
November 3, 1980. Each stockholder of Southland Royalty of record at the close
of business on November 3, 1980, received one Unit for each share of the common
stock of Southland Royalty then held.
In 1985, Southland Royalty became a wholly-owned subsidiary of Burlington
Northern Inc. ("BNI"). In 1988, BNI transferred its natural resource operations
to Burlington Resources Inc. ("BRI") as a result of which Southland Royalty
became a wholly-owned indirect subsidiary of BRI. As a result of these
transactions, El Paso Natural Gas Company ("El Paso") also became an indirect
subsidiary of BRI. In March 1992, El Paso completed an initial public offering
of 5,750,000
1
newly issued shares of El Paso common stock, thereby decreasing BRI's ownership
of El Paso to approximately eighty-five percent (85%). On June 30, 1992, BRI
distributed all of the shares of El Paso common stock owned by BRI to BRI's
stockholders of record as of June 15, 1992. See "Pricing Information" under
"ITEM 2. Properties" herein.
Effective January 1, 1996, Southland Royalty, a wholly-owned subsidiary
of Meridian Oil Inc. ("MOI") was merged with and into MOI, by which action the
separate corporate existence of Southland Royalty ceased and MOI survived and
succeeded to the ownership of all of the assets of Southland Royalty and has
assumed all of its rights, powers and privileges, and all of its liabilities and
obligations. In 1996, MOI changed its name to Burlington Resources Oil & Gas
Company ("BROG").
The term "net proceeds" as used in the above described conveyance means
the excess of "gross proceeds" received by BROG during a particular period over
"production costs" for such period. "Gross proceeds" means the amount received
by BROG (or any subsequent owner of the Underlying Properties) from the sale of
the production attributable to the Underlying Properties, subject to certain
adjustments. "Production costs" means, generally, costs incurred on an accrual
basis in operating the Underlying Properties, including both capital and
non-capital costs; for example, development drilling, production and processing
costs, applicable taxes, and operating charges. If production costs exceed gross
proceeds in any month, the excess is recovered out of future gross proceeds
prior to the making of further payment to the Trust, but the Trust is not liable
for any production costs or liabilities attributable to these properties and
interests or the minerals produced therefrom. If at any time the Trust receives
more than the amount due from the Royalties, it shall not be obligated to return
such overpayment, but the amounts payable to it for any subsequent period shall
be reduced by such overpaid amount, plus interest, at a rate specified in the
conveyance.
To the extent it has the legal right to do so, BROG is responsible for
marketing the production from such properties and interests, either under
existing sales contracts or under future arrangements at the best prices and on
the best terms it shall deem reasonably obtainable in the circumstances. BROG
also has the obligation to maintain books and records sufficient to determine
the amounts payable to the Trustee. BROG, however, can sell its interests in the
Underlying Properties.
Proceeds from production in the first month are generally received by
BROG in the second month, the net proceeds attributable to the Royalties are
paid by BROG to the Trustee in the third month and distribution by the Trustee
to the Unit holders is made in the fourth month. The identity of Unit holders
entitled to a distribution will generally be determined as of the last business
day of each calendar month (the "monthly record date"). The amount of each
monthly distribution will generally be determined and announced ten days before
the monthly record date. Unit holders of record as of the monthly record date
will be entitled to receive the calculated monthly distribution amount for each
month on or before ten business days after the monthly record date. The
aggregate monthly distribution amount is the excess of (i) net revenues from the
Trust properties, plus any decrease in cash reserves previously established for
contingent liabilities and any other cash receipts of the Trust over (ii) the
expenses and payments of liabilities of the Trust plus any net increase in cash
reserves for contingent liabilities.
Cash held by the Trustee as a reserve for liabilities or contingencies
(which reserves may be established by the Trustee in its discretion) or pending
distribution is placed, at the Trustee's discretion, in obligations issued by
(or unconditionally guaranteed by) the United States or any agency thereof,
repurchase agreements secured by obligations issued by the United States or any
agency thereof, or certificates of deposit of banks having a capital surplus and
undivided profits in excess of $50,000,000, subject, in each case, to certain
other qualifying conditions.
The income to the Trust attributable to the Royalties is not subject in
material respects to seasonal factors nor in any manner related to or dependent
upon patents, licenses, franchises or concessions. The Trust conducts no
research activities. The Trust has no employees since all administrative
functions are performed by the Trustee.
BROG has advised the Trustee that it believes that comparable revenues
could be obtained in the event of a change in purchasers of production.
2
WEBSITE/SEC FILINGS
Our Internet address is http://www.pbt-permianbasintrust.com. You can
review the filings the Trust has made with respect to its annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934. We shall post these reports as soon as
reasonably practicable after we electronically file them with, or furnish them
to the SEC.
ITEM 2. PROPERTIES
The net overriding royalties conveyed to the Trust include: (1) a 75%
net overriding royalty carved out of BROG's (as successor to Southland Royalty)
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 BROG's
(as successor to Southland Royalty) 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. References below to "net" wells and acres are
to the interests of BROG (from which the Royalties were carved) in the "gross"
wells and acres.
The following information under this ITEM 2 is based upon data and
information furnished to the Trustee by BROG.
PRODUCING ACREAGE, WELLS AND DRILLING
Waddell Ranch Properties. The Waddell Ranch properties consist of
78,175 gross (34,205 net) producing acres. A majority of the proved reserves are
attributable to six fields: Dune, Sand Hills (Judkins), Sand Hills (McKnight),
Sand Hills (Tubb), University-Waddell (Devonian) and Waddell. At December 31,
2002, the Waddell Ranch properties contained 765 gross (339 net) productive oil
wells, 184 gross (88 net) productive gas wells and 324 gross (141 net) injection
wells.
BROG is operator of record of the Waddell Ranch properties. All field,
technical and accounting operations have been contracted by an agreement between
the working interest owners and Coastal Management Corporation ("CMC") but
remain under the direction of BROG.
The Waddell Ranch properties are mature producing properties, and all
of the major oil fields are currently being waterflooded for the purpose of
facilitating enhanced recovery. Proved reserves and estimated future net
revenues attributable to the properties are included in the reserve reports
summarized below. BROG does not own the full working interest in any of the
tracts constituting the Waddell Ranch properties and, therefore, implementation
of any development programs will require approvals of other working interest
holders as well as BROG. In addition, implementation of any development programs
will be dependent upon oil and gas prices currently being received and
anticipated to be received in the future. There were 4 gross (1.75 net) wells
drilled and completed on the Waddell Ranch properties during 2002. At December
31, 2002 there were no wells in progress on the Waddell Ranch properties. During
2001 there were 11 gross (.76 net) wells drilled and completed on the Waddell
Ranch properties. At December 31, 2001 there were 8 gross (3.75 net) wells in
progress on the Waddell Ranch properties. During 2000 there were no wells
drilled on the Waddell Ranch properties. At December 31, 2000 there were 10
gross (4.88 net) wells in progress on the Waddell Ranch properties.
BROG has advised the Trustee that the total amount of capital
expenditures for 2002 with regard to the Waddell Ranch properties totalled $9.9
million. Capital expenditures include the cost of remedial and maintenance
activities. This amount spent is approximately $.1 million less than the
budgeted amount projected by BROG for 2002. BROG has advised the Trustee that
the capital expenditures budget for 2003 totals approximately $10.0 million, of
which
3
approximately $1.1 is attributable to the 2003 drilling program, and $8.9
million to workovers and recompletions. Accordingly, there is a minor increase
in capital expenditures for 2003 as compared with the 2002 capital expenditures.
Texas Royalty Properties. The Texas Royalty properties consist of
royalty interests in mature producing oil fields, such as Yates, Wasson, Sand
Hills, East Texas, Kelly-Snyder, Panhandle Regular, N. Cowden, Todd, Keystone,
Kermit, McElroy, Howard-Glasscock, Seminole and others. The Texas Royalty
properties contain approximately 303,000 gross (approximately 51,000 net)
producing acres. Detailed information concerning the number of wells on royalty
properties is not generally available to the owners of royalty interests.
Consequently, an accurate count of the number of wells located on the Texas
Royalty properties cannot readily be obtained.
In February 1997, BROG sold its interests in the Texas Royalty
properties that are subject to the Net Overriding Royalty Conveyance to the
Trust dated effective November 1, 1980 ("Texas Royalty Conveyance") to Riverhill
Energy Corporation ("Riverhill Energy"), which was then a wholly-owned
subsidiary of Riverhill Capital Corporation ("Riverhill Capital") and an
affiliate of CMC. At the time of such sale, Riverhill Capital was a privately
owned Texas corporation with offices in Bryan and Midland, Texas. The Trustee
was informed by BROG that, as required by the Texas Royalty Conveyance,
Riverhill Energy succeeded to all of the requirements upon and the
responsibilities of BROG under the Texas Royalty Conveyance with regard to the
Texas Royalty properties. BROG and Riverhill Energy further advised the Trustee
that all accounting operations pertaining to the Texas Royalty properties were
being performed by CMC under the direction of Riverhill Energy. BROG indicated
to the Trustee that BROG will work together with CMC and Riverhill Energy in an
effort to assure that various administrative functions and reporting
requirements assumed by Riverhill Energy are met. The Trustee has been advised
that independent auditors representing Riverhill Energy and CMC are
PriceWaterhouseCoopers.
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. Accounting operations pertaining to the Texas Royalty
properties are being performed by CMC under the direction of Riverhill Energy.
CMC also currently conducts all field, technical and accounting operations on
behalf of BROG with regard to the Waddell Ranch properties.
Well Count and Acreage Summary. The following table shows as of
December 31, 2002, the gross and net producing wells and acres for the Company
Interests. The net wells and acres are determined by multiplying the gross wells
or acres by the Company Interests Owner's working interest in the wells or
acres. There is very little undeveloped Acreage held by the Trust, and all this
is held by production.
<Table>
<Caption>
NUMBER OF
WELLS ACRES
--------------------- --------------------
GROSS NET GROSS NET
----- --- ------ ------
Company Interests............. 1,273 568 76,992 33,276
</Table>
OIL AND GAS PRODUCTION
The Trust recognizes production during the month in which the related
distribution is received. Production of oil and gas attributable to the
Royalties and the Underlying Properties and the related average sales prices
attributable to the Underlying Properties for the three years ended December 31,
2002, excluding portions attributable to the adjustments discussed below, were
as follows:
4
<Table>
<Caption>
WADDELL RANCH TEXAS ROYALTY
PROPERTIES PROPERTIES TOTAL
--------------------------------- --------------------------------- ---------------------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
--------- --------- --------- --------- --------- --------- --------- --------- ---------
ROYALTIES:
Production
Oil (barrels) ....... 426,719 577,243 584,269 301,594 363,959 335,160 728,313 941,202 919,429
Gas (Mcf) ........... 2,440,678 3,109,734 2,654,731 751,497 765,852 691,714 3,192,175 3,875,586 3,346,445
UNDERLYING PROPERTIES:
Production
Oil (barrels) ....... 922,766 1,032,678 1,119,835 350,157 402,305 366,275 1,272,923 1,434,983 1,486,110
Gas (Mcf) ........... 5,310,364 5,572,143 5,134,829 878,651 869,155 755,194 6,189,015 6,441,298 5,890,023
Average Price
Oil/barrel .......... $ 22.44 $ 25.64 $ 28.28 $ 22.12 $ 23.68 $ 26.58 $ 22.31 $ 24.88 $ 27.66
Gas/Mcf ............. $ 2.80 $ 4.68 $ 3.65 $ 2.55 $ 4.34 $ 3.58 $ 2.74 $ 4.70 $ 3.63
</Table>
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), production amounts do not necessarily provide
a meaningful comparison.
PRODUCTION COST
Waddell Ranch total lease operating expense for 2002 was $22.318
million gross and $7.703 million net. The lease operating expense increased 5%
from 2001 to 2002 primarily because of the increase in well maintenance
operations and abandonment of shut in non-economic wellbores. Waddell Ranch
lifting cost on a barrel of oil equivalent (BOE) basis was $5.20/bbl. The
lifting cost on a barrel of total fluid produced (BTF) basis was $.41/bbl.
PRICING INFORMATION
Reference is made to "Regulation" for information as to federal
regulation of prices of natural gas. The following paragraphs provide
information regarding sales of oil and gas from the Waddell Ranch properties. As
a royalty owner, BROG is not furnished detailed information regarding sales of
oil and gas from the Texas Royalty properties.
Oil. The Trustee has been advised by BROG that for the period August 1,
1993 through June 30, 2003, the oil from the Waddell Ranch properties is being
sold under a competitive bid to independent third parties.
Gas. The gas produced from the Waddell Ranch properties is processed
through a natural gas processing plant and sold at the tailgate of the plant.
Plant products are marketed by Burlington Resources Hydrocarbons Inc., an
indirect subsidiary of BRI. The processor of the gas (Warren Petroleum Company,
L.P.) receives 15% of the liquids and residue gas as a fee for gathering,
compression, treating and processing the gas.
OIL AND GAS RESERVES
The following are definitions adopted by the Securities and Exchange
Commission ("SEC") and the Financial Accounting Standards Board which are
applicable to terms used within this Item:
"Proved reserves" are those estimated quantities of crude oil, natural
gas and natural gas liquids, which, upon analysis of geological and engineering
data, appear with reasonable certainty to be recoverable in the future from
known oil and gas reservoirs under existing economic and operating conditions.
"Proved developed reserves" are those proved reserves which can be
expected to be recovered through existing wells with existing equipment and
operating methods.
"Proved undeveloped reserves" are those proved reserves which are
expected to be recovered from new wells on undrilled acreage, or from existing
wells where a relatively major expenditure is required.
"Estimated future net revenues" are computed by applying current prices
of oil and gas (with consideration of price changes only to the extent provided
by contractual arrangements and allowed by federal regulation) to estimated
future production of proved oil and gas reserves as of the date of the latest
balance sheet presented, less estimated future expenditures (based on current
costs) to be incurred in developing and producing the proved reserves, and
assuming continuation of existing economic conditions.
5
"Estimated future net revenues" are sometimes referred to herein as
"estimated future net cash flows."
"Present value of estimated future net revenues" is computed using the
estimated future net revenues and a discount factor of 10%.
The independent petroleum engineers' reports as to the proved oil and
gas reserves attributable to the Royalties conveyed to the Trust were obtained
from Cawley, Gillespie & Associates, Inc. The following table presents a
reconciliation of proved reserve quantities from January 1, 2000 through
December 31, 2002 (in thousands):
<Table>
<Caption>
WADDELL RANCH TEXAS ROYALTY
PROPERTIES PROPERTIES TOTAL
-------------------- -------------------- --------------------
OIL GAS OIL GAS OIL GAS
(BBLS) (Mcf) (BBLS) (Mcf) (BBLS) (Mcf)
-------- -------- -------- -------- -------- --------
January 1, 2000 ....................................... 5,486 23,004 4,145 5,628 9,631 28,632
Extensions, discoveries, and other additions .......... 314 1,106 0 0 314 1,106
Revisions of previous estimates ....................... 1,095 9,088 97 1,012 1,192 10,099
Production ............................................ (584) (2,655) (335) (692) (919) (3,346)
-------- -------- -------- -------- -------- --------
December 31, 2000 ..................................... 6,311 30,543 3,907 5,948 10,218 36,491
Extensions, discoveries, and other additions .......... 0 0 0 0 0 0
Revisions of previous estimates ....................... (1,960) (7,311) 60 613 (1,900) (6,698)
Production ............................................ (577) (3,110) (364) (766) (941) (3,876)
-------- -------- -------- -------- -------- --------
December 31, 2001 ..................................... 3,774 20,122 3,603 5,795 7,377 25,917
Extensions, discoveries, and other additions .......... 0 0 0 0 0 0
Revisions of previous estimates ....................... 700 5,259 138 521 837 5,782
Production ............................................ (427) (2,441) (302) (751) (728) (3,192)
-------- -------- -------- -------- -------- --------
December 31, 2002 ..................................... 4,047 22,940 3,439 5,565 7,486 28,507
======== ======== ======== ======== ======== ========
</Table>
Estimated quantities of proved developed reserves of crude oil and
natural gas as of December 31, 2002, 2001 and 2000 were as follows (in
thousands):
<Table>
<Caption>
CRUDE OIL NATURAL GAS
(BBLS) (Mcf)
--------- -----------
December 31, 2002........ 6,851 26,927
December 31, 2001........ 6,614 23,280
December 31, 2000........ 8,937 31,665
</Table>
The Financial Accounting Standards Board requires supplemental
disclosures for oil and gas producers based on a standardized measure of
discounted future net cash flows relating to proved oil and gas reserve
quantities. Under this disclosure, future cash inflows are computed by applying
year-end prices of oil and gas relating to the enterprise's proved reserves to
the year-end quantities of those reserves. Future price changes are only
considered to the extent provided by contractual arrangements in existence at
year end. The standardized measure of discounted future net cash flows is
achieved by using a discount rate of 10% a year to reflect the timing of future
cash flows relating to proved oil and gas reserves.
Estimates of proved oil and gas reserves are by their very nature
imprecise. Estimates of future net revenue attributable to proved reserves are
sensitive to the unpredictable prices of oil and gas and other variables.
6
The 2002, 2001 and 2000 change in the standardized measure of
discounted future net cash flows related to future royalty income from proved
reserves discounted at 10% is as follows (in thousands):
<Table>
<Caption>
WADDELL RANCH TEXAS ROYALTY
PROPERTIES PROPERTIES TOTAL
--------------------------------- --------------------------------- ---------------------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
--------- --------- --------- --------- --------- --------- --------- --------- ---------
January 1 ............... $ 59,283 $ 214,029 $ 102,088 $ 34,519 $ 65,784 $ 52,126 $ 93,802 $ 279,813 $ 154,214
Extensions,
discoveries, and other
additions ............... 0 0 10,281 0 0 0 0 0 10,281
Accretion of discount ... 5,928 21,403 10,209 3,452 6,578 5,213 9,380 27,981 15,422
Revisions of previous
estimates and other ..... 67,650 (147,806) 116,353 26,205 (26,370) 19,379 93,855 (174,176) 135,732
Royalty income .......... (15,627) (28,343) (24,902) (8,204) (11,473) (10,934) (23,831) (39,816) (35,836)
--------- --------- --------- --------- --------- --------- --------- --------- ---------
December 31 ............. $ 117,234 $ 59,283 $ 214,029 $ 55,972 $ 34,519 $ 65,784 $ 173,206 $ 93,802 $ 279,813
========= ========= ========= ========= ========= ========= ========= ========= =========
</Table>
Oil and gas prices of $31.88 and $28.95 per barrel and $3.80 and $3.79
per Mcf were used to determine the estimated future net revenues from the
Waddell Ranch properties and the Texas Royalty properties, respectively, at
December 31, 2002. The upward revisions of both reserves and discounted future
net cash flows for the Waddell Ranch properties and the Texas Royalty properties
are due to increase in oil and gas prices from 2001 to 2002.
Oil and gas prices of $17.05 and $17.62 per barrel and $2.15 and $1.93
per Mcf, respectively, were used to determine the estimated future net revenues
from the Waddell Ranch properties and the Texas Royalty properties,
respectively, at December 31, 2001. The extension, discoveries and other
additions for the Waddell Ranch properties are proved reserves related to the
Waddell (Greyburg) and Running WN (Wolfcamp) fields. The upward revisions of
both reserves and discounted future net cash flows for the Waddell Ranch
properties and the Texas Royalty properties are due to increases in oil and gas
prices from 2000 to 2001.
Oil and gas prices of $24.65 and $26.46 per barrel and $8.98 and $7.03
per Mcf, respectively, were used to determine the estimated future net revenues
from the Waddell Ranch properties and the Texas Royalty properties at December
31, 2000. The extension, discoveries and other additions for the Waddell Ranch
properties are proved developed producing reserves related to the RM (Clearfork)
field. The upward revisions of both reserves and discounted future net cash
flows for the Waddell Ranch properties and the Texas Royalty properties were due
to increases in oil and gas prices from 1999 to 2000.
The following presents estimated future net revenue and the present
value of estimated future net revenue, for each of the years ended December 31,
2002, 2001 and 2000 (in thousands except amounts per Unit):
<Table>
<Caption>
2002 2001 2000
---------------------------------------------------------------------------------------
ESTIMATED PRESENT ESTIMATED PRESENT ESTIMATED PRESENT
FUTURE NET VALUE AT FUTURE NET VALUE AT FUTURE NET VALUE AT
REVENUE 10% REVENUE 10% REVENUE 10%
------------ ------------ ------------ ------------ ------------ ------------
Total Proved
Waddell Ranch properties ..... $ 204,776 $ 117,234 $ 102,860 $ 59,283 $ 405,530 $ 214,029
Texas Royalty properties ..... 114,777 55,972 71,482 34,519 138,860 65,784
------------ ------------ ------------ ------------ ------------ ------------
Total .................... $ 319,553 $ 173,206 $ 174,342 $ 93,102 $ 544,390 $ 279,813
============ ============ ============ ============ ============ ============
Total Proved per Unit ............. $ 6.85 $ 3.72 $ 3.74 $ 2.01 $ 11.68 $ 6.00
============ ============ ============ ============ ============ ============
Proved Developed
Waddell Ranch properties ..... $ 179,798 $ 105,903 $ 84,996 $ 52,778 $ 334,734 $ 187,575
Texas Royalty properties ..... 114,777 55,972 71,482 34,519 138,860 65,784
------------ ------------ ------------ ------------ ------------ ------------
Total .................... $ 294,575 $ 161,875 $ 156,478 $ 87,297 $ 473,594 $ 253,359
============ ============ ============ ============ ============ ============
</Table>
7
Reserve quantities and revenues shown in the preceding tables for the
Royalties were estimated from projections of reserves and revenue attributable
to the combined Southland Royalty and Trust interests in the Waddell Ranch
properties and Texas Royalty properties. Reserve quantities attributable to the
Royalties were estimated by allocating to the Royalties a portion of the total
estimated net reserve quantities of the interests, based upon gross revenue less
production taxes. Because the reserve quantities attributable to the Royalties
are estimated using an allocation of the reserves, any changes in prices or
costs will result in changes in the estimated reserve quantities allocated to
the Royalties. Therefore, the reserve quantities estimated will vary if
different future price and cost assumptions occur.
Proved reserve quantities are estimates based on information available
at the time of preparation and such estimates are subject to change as
additional information becomes available. The reserves actually recovered and
the timing of production of those reserves may be substantially different from
the original estimate. Moreover, the present values shown above should not be
considered as the market values of such oil and gas reserves or the costs that
would be incurred to acquire equivalent reserves. A market value determination
would include many additional factors.
REGULATION
Many aspects of the production, pricing, transportation and marketing
of crude oil and natural gas are regulated by federal and state agencies.
Legislation affecting the oil and gas industry is under constant review for
amendment or expansion, frequently increasing the regulatory burden on affected
members of the industry.
Exploration and production operations are subject to various types of
regulation at the federal, state and local levels. Such regulation includes
requiring permits for the drilling of wells, maintaining bonding requirements in
order to drill or operate wells, and regulating the location of wells, the
method of drilling and casing wells, the surface use and restoration of
properties upon which wells are drilled and the plugging and abandonment of
wells. Natural gas and oil operations are also subject to various conservation
laws and regulations that regulate the size of drilling and spacing units or
proration units and the density of wells which may be drilled and unitization or
pooling of oil and gas properties. In addition, state conservation laws
establish maximum allowable production from natural gas and oil wells, generally
prohibit the venting or flaring of natural gas and impose certain requirements
regarding the ratability of production. The effect of these regulations is to
limit the amounts of natural gas and oil that can be produced, potentially raise
prices, and to limit the number of wells or the locations which can be drilled.
FEDERAL NATURAL GAS REGULATION
The Federal Energy Regulatory Commission (the "FERC") is primarily
responsible for federal regulation of natural gas. The interstate transportation
and sale for resale of natural gas is subject to federal governmental
regulation, including regulation of transportation and storage tariffs and
various other matters, by FERC. Wellhead sales of domestic natural gas are not
subject to regulation. January 1, 1993. Consequently, sales of natural gas may
be made at market prices, subject to applicable contract provisions.
Sales of natural gas are affected by the availability, terms and cost
of transportation. The price and terms for access to pipeline transportation
remain subject to extensive federal and state regulation. Several major
regulatory changes have been implemented by Congress and the FERC from 1985 to
the present that affect the economics of natural gas production, transportation,
and sales. In addition, the FERC continues to promulgate revisions to various
aspects of the rules and regulations affecting those segments of the natural gas
industry, most notably interstate natural gas transmission companies, that
remain subject to the FERC's jurisdiction. These initiatives may also affect the
intrastate transportation of gas under certain circumstances. The stated purpose
of many of these regulatory changes is to promote competition among the various
sectors of the natural gas industry and these initiatives generally reflect more
light-handed regulation of the natural gas industry. The ultimate impact of the
rules and regulations issued by the FERC since 1985 cannot be predicted. In
addition, many aspects of these regulatory developments have not become final
but are still pending judicial and FERC final decisions.
New proposals and proceedings that might affect the natural gas industry
are considered from time to time by Congress, the FERC, state regulatory bodies
and the courts. The Trust cannot predict when or if any such proposals might
become effective, or their effect, if any, on the Trust. The natural gas
industry historically has been very heavily
8
regulated; therefore, there is no assurance that the less stringent regulatory
approach recently pursued by the FERC and Congress will continue.
Sales of crude oil, condensate and gas liquids are not currently
regulated and are made at market prices. Crude oil prices are affected by a
variety of factors. Since domestic crude price controls were lifted in 1981, the
principal factors influencing the prices received by producers of domestic crude
oil have been the pricing and production of the members of the Organization of
Petroleum Export Countries (OPEC).
STATE REGULATION
The various states regulate the production and sale of oil and natural
gas, including imposing requirements for obtaining drilling permits, the method
of developing new fields, the spacing and operation of wells and the prevention
of waste of oil and gas resources. The rates of production may be regulated and
the maximum daily production allowables from both oil and gas wells may be
established on a market demand or conservation basis, or both.
OTHER REGULATION
The petroleum industry is also subject to compliance with various other
federal, state and local regulations and laws, including, but not limited to,
environmental protection, occupational safety, resource conservation and equal
employment opportunity. The Trustee does not believe that compliance with these
laws by the operating parties will have any material adverse effect on Unit
holders.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Trust is a
party or of which any of its property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Unit holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2002.
PART II
ITEM 5. MARKET FOR UNITS OF THE TRUST AND RELATED SECURITY HOLDER MATTERS
The information under "Units of Beneficial Interest" at page 1 of the
Trust's Annual Report to security holders for the year ended December 31, 2002,
is herein incorporated by reference.
The Trust has no equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Royalty income...................... $ 23,830,604 $ 39,816,141 $ 35,835,746 $ 18,799,659 $ 10,777,901
Distributable income................ 23,415,406 39,473,395 35,545,141 18,471,842 10,414,382
Distributable income per Unit....... 0.502382 0.846908 0.762627 0.396317 0.223443
Distributions per Unit.............. 0.502382 0.846908 0.762627 0.396317 0.223443
Total assets, December 31........... $ 4,543,780 $ 4,213,606 $ 5,651,376 $ 5,305,223 $ 3,861,776
</Table>
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The "Trustee's Discussion and Analysis for the Three Year Period Ended
December 31, 2002" and "Results of the 4th Quarters of 2002 and 2001" at pages 7
through 10 of the Trust's Annual Report to security holders for the year ended
December 31, 2002 is herein incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Trust is a passive entity and other than the Trust's ability to
periodically borrow money as necessary to pay expenses, liabilities and
obligations of the Trust that cannot be paid out of cash held by the Trust, the
Trust is prohibited from engaging in borrowing transactions. The amount of any
such borrowings is unlikely to be material to the Trust. The Trust periodically
holds short-term investments acquired with funds held by the Trust pending
distribution to Unit holders and funds held in reserve for the payment of Trust
expenses and liabilities. Because of the short-term nature of these borrowings
and investments and certain limitations upon the types of such investments which
may be held by the Trust, the Trustee believes that the Trust is not subject to
any material interest rate risk. The Trust does not engage in transactions in
foreign currencies which could expose the Trust or Unit holders to any foreign
currency related market risk. The Trust invests in no derivative financial
instruments and has no foreign operations or long-term debt instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of the Trust and the notes thereto at page 11
et seq. of the Trust's Annual Report to security holders for the year ended
December 31, 2002, are herein incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in accountants and no disagreements with
accountants on any matter of accounting principles or practices or financial
statement disclosures during the twenty-four months ended December 31, 2002.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
TRUSTEE
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange At of 1934 requires the
Trust's directors, officers or beneficial owners of more than ten percent of a
registered class of the Trust's 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
2002, no person who was a beneficial owner of more than ten percent the Trust's
Units failed to file on a timely basis any report required by Section 16(a).
10
ITEM 11. EXECUTIVE COMPENSATION
During the years ended December 31, 2002, 2001 and 2000, the Trustee
received total remuneration as follows:
<Table>
<Caption>
NAME OF INDIVIDUAL OR NUMBER CAPACITIES IN CASH
OF PERSONS IN GROUP WHICH SERVED COMPENSATION YEAR
- ----------------------------------------------------- -------------- -------------------- ------
Bank of America, N.A ................................ Trustee $ 45,062 (1) 2002
$ 53,796 (1) 2001
$ 57,680 (1) 2000
</Table>
(1) 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) Trustee's standard hourly rate in excess
of 300 hours annually. The administrative fee is subject to reduction by
a credit for funds provision.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners. The following
table sets forth as of March 1, 2003, information with respect to each person
known to own beneficially more than 5% of the outstanding Units of the Trust
[PLEASE CONFIRM]:
<Table>
<Caption>
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------------------------------------- --------------------------------- ----------------------
Burlington Resources Oil & Gas Company LP(1) 27,577,741 Units 59.17%
5051 Westheimer, Suite 1400
Houston, Texas 77056-2124
McMorgan & Company(2) 5,000,000 Units 10.73%
One Bush Street, Suite 800
San Francisco, CA 94104
</Table>
- --------------------
(1) This information was provided to the Securities and Exchange Commission
and to the Trust in a Form 4 dated January 6, 1994, filed with the
Securities and Exchange Commission by Southland Royalty, a wholly-owned
subsidiary of BRI, and in Amendment 5 to Schedule 13D and Schedule 13E-3
dated December 28, 1993, filed with the Securities and Exchange
Commission by Southland Royalty and BRI. Such Units were reported to be
owned directly by Southland Royalty, now BROG.
The Form 4 filed by Southland Royalty and the Schedule 13D and Schedule
13E-3 filed by Southland Royalty and BRI with the Securities and Exchange
Commission may be reviewed for more detailed information concerning the
matters summarized herein.
(2) This information was provided to the Securities and Exchange Commission
and to the Trust in a Schedule 13G filed with the Securities and Exchange
Commission on July 12, 1999 on behalf of McMorgan & Company, an
investment adviser registered under the Investment Advisers Act of 1940,
(McMorgan), Thomas Allan Morton ("Morton"), and Terry Allen O'Toole
("O'Toole"). Such Schedule 13G reports that McMorgan, Morton, and O'Toole
have beneficial ownership of such Units. It is reported in such Schedule
13G that McMorgan, Morton, and O'Toole have sole voting and sole
dispositive power with regard to such Units. Morton and O'Toole filed in
their capacities as control persons of McMorgan and disclaimed beneficial
ownership to such Units involved in such Schedule 13G. The address of
Morton and O'Toole is One Bush Street, Suite 800, San Francisco,
California 94104.
The Schedule 13G filed with the Securities and Exchange Commission on
behalf of McMorgan, Morton, and O'Toole may be reviewed for more detailed
information concerning the matters summarized herein.
11
(b) Security Ownership of Management. The Trustee does not beneficially
own any securities of the Trust. In various fiduciary capacities, Bank of
America, N.A. owned as of March 1, 2003, an aggregate of 192,621 Units with no
right to vote all of these Units, shared right to vote none of these Units and
sole right to vote none of these Units. Bank of America, N.A., disclaims any
beneficial interests in these Units. The number of Units reflected in this
paragraph includes Units held by all branches of Bank of America, N.A.(1)
(c) Change In Control. The Trustee knows of no arrangements which may
subsequently result in a change in control of the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Trust has no directors or executive officers. See Item 11 for the
remuneration received by the Trustee during the years ended December 31, 2002,
2001 and 2000 and Item 12(b) for information concerning Units owned by Bank of
America, N.A. in various fiduciary capacities.
ITEM 14. CONTROLS AND PROCEDURES.
Within the 90 days prior to the date of this report, the trustee
carried out an evaluation of the effectiveness of the design and operation of
the Trust's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Trustee concluded that the Trust's
disclosure controls and procedures are effective in timely alerting the trustee
to material information relating to the Trust required to be included in the
Trust's periodic filings with the Securities and Exchange Commission. 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 and River Hill Energy Corporation. No significant changes in
the Trust's internal controls or other factors that could affect these controls
have occurred subsequent to the date of such evaluation.
12
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as a part of this Report:
1. Financial Statements
Included in Part II of this Report by reference to the Annual Report of
the Trust for the year ended December 31, 2002:
Independent Auditors' Report
Statements of Assets, Liabilities and Trust Corpus at December
31, 2002 and 2001
Statements of Distributable Income for Each of the Three Years
in the Period Ended December 31, 2002
Statements of Changes in Trust Corpus for Each of the Three
Years in the Period Ended December 31, 2002
Notes to Financial Statements
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
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT
- ---------------------- -------------------------------------------------------------------------------------
(4)(a) -- Permian Basin Royalty Trust Indenture dated November 3, 1980, between Southland
Royalty 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 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 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.*
(13) -- Registrant's Annual Report to security holders for fiscal year ended December
31, 2002.**
</Table>
13
<Table>
(23) -- Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer.**
(99.1) -- Certificate by Bank of America, Trustee of Permian Basin Royalty Trust, dated
March 25, 2003 as required by 10 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
</Table>
- ----------------
* 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 830650, Dallas, Texas 75283-0650.
** Filed herewith.
REPORTS ON FORM 8-K
During the last quarter of the Trust's fiscal year ended December 31,
2002, there were no reports on Form 8-K filed by the Trust.
14
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.
PERMIAN BASIN ROYALTY TRUST
BY: BANK OF AMERICA, N.A., Trustee
By /s/ RON E. HOOPER
------------------------------------
Ron E. Hooper
Senior Vice President
Date: March 25, 2003
(The Trust has no directors or executive officers.)
15
CERTIFICATION
I, Ron Hooper, certify that:
1. I have reviewed this Annual Report on Form 10-K of Permian
Basin Royalty Trust, for which Bank of America, N.A., acts as
Trustee;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
distributable income and changes in trust corpus of the
registrant as of, and for, the periods presented in this
annual report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14), or for causing such procedures to be
established and maintained, for the registrant and I have:
a) designed such disclosure controls and procedures, or
caused such controls and procedures to be designed,
to ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to me by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report my conclusions about
the effectiveness of the disclosure controls and
procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors:
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
persons who have a significant role in the
registrant's internal controls; and
6. I have indicated in this annual report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.
In giving the certifications in paragraphs 4, 5 and 6 above, I
have relied to the extent I consider reasonable on information
provided to me by Burlington Resources Oil & Gas Company and
River Hill Energy Corporation.
Date: March 25, 2003 By: /s/ Ron Hooper
------------------------------------------
Ron Hooper
Senior Vice President and Administrator
Bank of America, N.A.,
16
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT
- ---------------------- -------------------------------------------------------------------------------------
(4)(a) -- Permian Basin Royalty Trust Indenture dated November 3, 1980, between Southland
Royalty 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 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 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.*
(13) -- Registrant's Annual Report to security holders for fiscal year ended December
31, 2002.**
(23) -- Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer.**
(99.1) -- Certificate by Bank of America, Trustee of Permian Basin Royalty Trust, dated
March 25, 2003 as required by 10 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
</Table>
- ----------------
* 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 830650, Dallas, Texas 75283-0650.
** Filed herewith.
17