UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30,
2023
OR
| ¨ | TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-35333
PERMIANVILLE
ROYALTY TRUST
(Exact name of registrant as specified in its
charter)
| Delaware |
45-6259461 |
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification
No.) |
| |
|
The Bank
of New York Mellon Trust Company, N.A., Trustee
601 Travis Street
16th Floor
Houston, Texas |
77002 |
| (Address of principal executive
offices) |
(Zip Code) |
1-512-236-6555
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units of Beneficial Interest |
|
PVL |
|
The New York Stock Exchange |
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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ¨ No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer ¨ |
|
Accelerated
filer ¨ |
| Non-accelerated filer x |
|
Smaller reporting company
x |
| |
|
Emerging growth company
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
x
As of August 14, 2023, 33,000,000 units
of beneficial interest in Permianville Royalty Trust were outstanding.
TABLE OF CONTENTS
GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS
The following are definitions of significant
terms used in this report.
Bbl—One
barrel of 42 U.S. gallons liquid volume, used herein in reference to crude oil and other liquid hydrocarbons.
Boe—One
barrel of oil equivalent, computed on an approximate energy equivalent basis that one Bbl of crude oil equals approximately six Mcf of
natural gas.
Btu—A
British Thermal Unit, a common unit of energy measurement.
Completion—The
installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment
to the appropriate agency.
Differential—The
difference between a benchmark price of oil and natural gas, such as the NYMEX crude oil spot, and the wellhead price received.
Field—An
area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural
feature and/or stratigraphic condition.
GAAP—Accounting
principles generally accepted in the United States of America.
Gross
acres or gross wells—The total acres or wells, as the case may be, in which a working interest is owned.
MBbl—One
thousand barrels of crude oil or condensate.
MBoe—One
thousand barrels of oil equivalent.
Mcf—One
thousand cubic feet of natural gas.
MMBoe—One
million barrels of oil equivalent.
MMBtu—One
million British Thermal Units.
MMcf—One
million cubic feet of natural gas.
Net
acres or net wells—The sum of the fractional working interests owned in gross acres or wells, as the case may be.
Net
profits interest—A nonoperating interest that creates a share in gross production from an operating or working interest
in oil and natural gas properties. The share is measured by net profits from the sale of production after deducting costs associated
with that production.
NYMEX—New
York Mercantile Exchange.
NYSE—New
York Stock Exchange.
Plugging
and abandonment—Activities to remove production equipment and seal off a well at the end of a well’s economic
life.
Reservoir—A
porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by
impermeable rock or water barriers and is individual and separate from other reservoirs.
Working
interest—The right granted to the lessee of a property to explore for and to produce and own oil, natural gas, or other
minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.
PART I—FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
PERMIANVILLE ROYALTY TRUST
Statements of Assets, Liabilities and Trust
Corpus
| |
June 30, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 1,240,033 | | |
$ | 922,913 | |
| Net profits interest in oil and natural gas properties, net | |
| 57,365,892 | | |
| 59,641,632 | |
| Total assets | |
$ | 58,605,925 | | |
$ | 60,564,545 | |
| LIABILITIES AND TRUST CORPUS | |
| | | |
| | |
| Trust corpus (33,000,000 units issued and outstanding) | |
| 58,605,925 | | |
| 60,564,545 | |
| Total liabilities and Trust corpus | |
$ | 58,605,925 | | |
$ | 60,564,545 | |
The accompanying notes are an integral part of
these financial statements.
PERMIANVILLE ROYALTY TRUST
Statements of Distributable
Income
(unaudited)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Income from net profits interest | |
$ | 2,457,057 | | |
$ | 3,064,680 | | |
$ | 7,253,862 | | |
$ | 6,289,481 | |
| Income from sale/lease of assets | |
| – | | |
| – | | |
| – | | |
| 130,030 | |
| Interest and investment income | |
| 12,452 | | |
| 297 | | |
| 24,880 | | |
| 303 | |
| General and administrative expenses | |
| (113,434 | ) | |
| (184,402 | ) | |
| (491,972 | ) | |
| (394,122 | ) |
| Cash reserves (withheld) used for Trust expenses | |
| (282,025 | ) | |
| (257,075 | ) | |
| (317,120 | ) | |
| (465,192 | ) |
| Distributable income | |
$ | 2,074,050 | | |
$ | 2,623,500 | | |
$ | 6,469,650 | | |
$ | 5,560,500 | |
| Distributable income per unit (33,000,000 units) | |
$ | 0.062850 | | |
$ | 0.079500 | | |
$ | 0.196050 | | |
$ | 0.168500 | |
The accompanying notes are an integral part of
these financial statements.
PERMIANVILLE ROYALTY TRUST
Statements of Changes in Trust Corpus
(unaudited)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Trust corpus, beginning of period | |
$ | 59,441,480 | | |
$ | 64,029,784 | | |
$ | 60,564,545 | | |
$ | 65,192,767 | |
| Cash reserves withheld (used) for Trust expenses | |
| 282,025 | | |
| 257,075 | | |
| 317,120 | | |
| 465,192 | |
| Distributable income | |
| 2,074,050 | | |
| 2,623,500 | | |
| 6,469,650 | | |
| 5,560,500 | |
| Distributions to unitholders | |
| (2,074,050 | ) | |
| (2,623,500 | ) | |
| (6,469,650 | ) | |
| (5,560,500 | ) |
| Amortization of net profits interest | |
| (1,117,580 | ) | |
| (1,441,312 | ) | |
| (2,275,740 | ) | |
| (2,812,412 | ) |
| Trust corpus, end of period | |
$ | 58,605,925 | | |
$ | 62,845,547 | | |
$ | 58,605,925 | | |
$ | 62,845,547 | |
| Distributable income per unit (33,000,000 units) | |
$ | 0.062850 | | |
$ | 0.079500 | | |
$ | 0.196050 | | |
$ | 0.168500 | |
The accompanying notes are
an integral part of these financial statements.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(unaudited)
| 1. | TRUST ORGANIZATION AND PROVISIONS |
Permianville Royalty Trust (the “Trust”),
previously known as Enduro Royalty Trust, is a Delaware statutory trust formed in May 2011 pursuant to a trust agreement (the “Trust
Agreement”) among Enduro Resource Partners LLC (“Enduro”), as trustor, The Bank of New York Mellon Trust Company, N.A.
(the “Trustee”), as trustee, and Wilmington Trust Company (the “Delaware Trustee”), as Delaware Trustee.
The Trust was created to acquire and hold for
the benefit of the Trust unitholders a net profits interest representing the right to receive 80% of the net profits from the sale of
oil and natural gas production from certain properties in the states of Texas, Louisiana and New Mexico held by Enduro as of the date
of the conveyance of the net profits interest to the Trust (the “Net Profits Interest”). The properties in which the Trust
holds the Net Profits Interest are referred to as the “Underlying Properties.”
In connection with the closing of the initial
public offering in November 2011, Enduro contributed the Net Profits Interest to the Trust in exchange for 33,000,000 units of beneficial
interest in the Trust (the “Trust Units”). On August 31, 2018, COERT Holdings 1 LLC (“COERT” or the “Sponsor”)
acquired from Enduro the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the “Sale Transaction”).
In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Trust Agreement and other instruments
to which Enduro and the Trustee were parties. As of June 30, 2023, the Sponsor owned 7,517,942 Trust Units, or 23% of the issued
and outstanding Trust Units.
The Net Profits Interest is passive in nature
and neither the Trust nor the Trustee has any management control over or responsibility for costs relating to the operation of the Underlying
Properties. The Amended and Restated Trust Agreement provides, among other provisions, that:
| · | the
Trust’s business activities are limited to owning the Net Profits Interest and any
activity reasonably related to such ownership, including activities required or permitted
by the terms of the Conveyance of Net Profits Interest, dated effective as of July 1,
2011 (as supplemented and amended to date, the “Conveyance”). As a result, the
Trust is not permitted to acquire other oil and natural gas properties or net profits interests
or otherwise to engage in activities beyond those necessary for the conservation and protection
of the Net Profits Interest; |
| · | the
Trust may dispose of all or any material part of the assets of the Trust (including the sale
of the Net Profits Interest) if approved by at least 75% of the outstanding Trust Units; |
| · | the
Sponsor may sell a divided or undivided portion of its interests in the Underlying Properties,
free from and unburdened by the Net Profits Interest, if approved by at least 50% of the
outstanding Trust Units at a meeting of Trust unitholders; |
| · | the
Trustee will make monthly cash distributions to unitholders (Note 5); |
| · | the
Trustee may create a cash reserve to pay for future liabilities of the Trust; |
| · | the
Trustee may authorize the Trust to borrow money to pay administrative or incidental expenses
of the Trust that exceed its cash on hand and available reserves. No further distributions
will be made to Trust unitholders until such amounts borrowed are repaid; and |
| · | the
Trust is not subject to any pre-set termination provisions based on a maximum volume of oil
or natural gas to be produced or the passage of time. The Trust will dissolve upon the earliest
to occur of the following: |
| · | the
Trust, upon approval of the holders of at least 75% of the outstanding Trust Units, sells
the Net Profits Interest; |
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(unaudited)
| · | the
annual cash proceeds received by the Trust attributable to the Net Profits Interest are less
than $2 million for each of any two consecutive years; |
| · | the
holders of at least 75% of the outstanding Trust Units vote in favor of dissolution; or |
| · | the
Trust is judicially dissolved. |
The Statement of Assets, Liabilities and Trust
Corpus as of December 31, 2022, which has been derived from audited financial statements, and the unaudited interim financial statements
as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures normally
included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Therefore, these
financial statements should be read in conjunction with the financial statements and notes thereto included in the Trust’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”).
In the opinion of the Trustee, the accompanying
unaudited financial statements reflect all adjustments, consisting only of normal, recurring, that are necessary for a fair presentation
of the interim periods presented and include all the disclosures necessary to make the information presented not misleading. These interim
results are not necessarily indicative of results for a full year.
The preparation of financial statements requires
the Trustee to make estimates and assumptions that affect reported amounts of assets and liabilities and the reported amounts of revenues
and expenses during the reporting period. Although the Trustee believes that these estimates are reasonable, actual results could differ
from those estimates.
The Trust uses the modified cash basis of accounting
to report Trust receipts of income from the Net Profits Interest and payments of expenses incurred. The Net Profits Interest represents
the right to receive revenues (oil and natural gas sales), less direct operating expenses (lease operating expenses and production and
property taxes) and development expenses of the Underlying Properties, multiplied by 80%. Cash distributions of the Trust are made based
on the amount of cash received by the Trust pursuant to terms of the Conveyance creating the Net Profits Interest.
Under the terms of the Conveyance, the monthly
Net Profits Interest calculation includes oil and natural gas revenues received during the relevant month. Monthly operating expenses
and capital expenditures represent estimated incurred expenses and, as a result, represent accrued expenses as well as expenses paid
during the period.
The financial statements of the Trust are prepared
on the following basis:
| (a) | Income from Net Profits Interest is recorded when distributions are
received by the Trust; |
| (b) | Distributions to Trust unitholders are recorded when paid by the Trust; |
| (c) | Trust general and administrative expenses (which includes the Trustee’s
fees as well as accounting, engineering, legal, and other professional fees) are recorded
when paid; |
| (d) | Cash reserves for Trust expenses may be established by the Trustee for
certain future expenditures that would not be recorded as contingent liabilities under accounting
principles generally accepted in the United States of America (“GAAP”); |
| (e) | Amortization of the Net Profits Interest in oil and natural gas properties
is calculated on a unit-of-production basis and is charged directly to the Trust corpus;
and |
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(unaudited)
| (f) | The Net Profits Interest in oil and natural gas properties is periodically
assessed whenever events or circumstances indicate that the aggregate value may have been
impaired below its total capitalized cost based on the Underlying Properties. If an impairment
loss is indicated by the carrying amount of the assets exceeding the sum of the undiscounted
expected future net cash flows of the Net Profits Interest, then an impairment loss is recognized
for the amount by which the carrying amount of the asset exceeds its estimated fair value
determined using discounted cash flows. Any impairment is a direct charge to the Trust Corpus. |
The
financial statements of the Trust differ from financial statements prepared in accordance with GAAP because revenues are not accrued;
certain cash reserves may be established for contingencies which would not be accrued in financial statements prepared in accordance
with GAAP; general and administrative expenses are recorded when paid instead of when incurred; amortization of the net profits interest
calculated on a unit-of-production basis is charged directly to trust corpus instead of as an expense; the Trust does not record a liability
or repay any overpayment received as these will be deducted from future payments; and impairment is charged directly to the trust corpus.
While these statements differ from financial statements prepared in accordance with GAAP, the modified cash basis of reporting is considered
to be the most meaningful because monthly distributions to the Trust unitholders are based on net cash receipts.
This comprehensive basis of accounting other than
GAAP corresponds to the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial
Statements of Royalty Trusts.
| 3. | NET PROFITS INTEREST IN OIL AND NATURAL GAS PROPERTIES |
The Net Profits Interest in oil and natural gas
properties was recorded at its fair value on the date of conveyance. Amortization of the Net Profits Interest in oil and natural gas
properties is calculated on a unit-of-production basis based on the Underlying Properties’ production and reserves. The reserves
upon which the amortization rate is based are quantity estimates that are subject to numerous uncertainties inherent in the estimation
of proved reserves. The volumes considered to be commercially recoverable fluctuate with changes in commodity prices and operating costs.
These estimates are expected to change as additional information becomes available in the future. Downward revisions in proved reserves
may result in an increased rate of amortization. Amortization is charged directly to the Trust corpus balance and does not affect the
distributable income of the Trust. Accumulated amortization as of June 30, 2023 and December 31, 2022 was $299,725,266 and
$297,449,526, respectively.
The Net Profits Interest is periodically assessed
for impairment whenever events or circumstances indicate that the current fair value based on expected future cash flows of the Underlying
Properties may be less than the carrying value of the Net Profits Interest. While the Trust did not record an impairment during the six
months ended June 30, 2023 or 2022, future downward revisions in actual production volumes relative to current forecasts, higher
than expected operating costs, or lower than anticipated commodity prices could result in recognition of impairment in future periods.
Federal Income Taxes
For federal income tax purposes, the Trust is
a grantor trust and therefore is not subject to tax at the trust level. Trust unitholders are treated as owning a direct interest in
the assets of the Trust, and each Trust unitholder is taxed directly on his or her pro rata share of the income and gain attributable
to the assets of the Trust and entitled to claim his or her pro rata share of the deductions and expenses attributable to the assets
of the Trust. The income of the Trust is deemed to have been received or accrued by each unitholder at the time such income is received
or accrued by the Trust rather than when distributed by the Trust.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(unaudited)
The deductions of the Trust consist of severance
taxes and administrative expenses. In addition, each unitholder is entitled to depletion deductions because the Net Profits Interest
constitutes “economic interests” in oil and natural gas properties for federal income tax purposes. Each unitholder is entitled
to amortize the cost of the Trust Units through cost depletion over the life of the Net Profits Interest or, if greater, through percentage
depletion. Unlike cost depletion, percentage depletion is not limited to a unitholder’s depletable tax basis in the Trust Units.
Rather, a unitholder could be entitled to percentage depletion as long as the applicable Underlying Properties generate gross income.
Some Trust Units are held by a middleman, as such
term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an
interest for a custodian in street name). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment
trust (“WHFIT”) for U.S. federal income tax purposes. The Bank of New York Mellon Trust Company, N.A., 601 Travis, 16th
Floor, Houston, Texas 77002, telephone number (512) 236-6545, is the representative of the Trust that will provide tax information
in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT. Tax
information is also posted by the Trustee at www.permianvilleroyaltytrust.com. Notwithstanding the foregoing, the middlemen holding
units on behalf of unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting
requirements under the U.S. Treasury Regulations with respect to such units, including the issuance of IRS Forms 1099 and certain
written tax statements. Unitholders whose units are held by middlemen should consult with such middlemen regarding the information that
will be reported to them by the middlemen with respect to the Trust Units.
The tax consequences to a unitholder of ownership
of Trust Units will depend in part on the unitholder’s tax circumstances. Unitholders should consult their tax advisors about the
federal tax consequences relating to owning the Trust Units.
State Taxes
The Trust’s revenues are from sources in
the states of Louisiana, New Mexico, and Texas. Because it distributes all of its net income to unitholders, the Trust is not taxed at
the trust level in Louisiana or New Mexico. Although the Trust does not owe tax, the Trustee is required to file a return with Louisiana
reflecting the income and deductions of the Trust attributable to properties located in that state. Presently, Louisiana and New Mexico
tax nonresident income from real property located within that state. Louisiana and New Mexico impose a corporate income tax which may
apply to unitholders organized as corporations.
Texas does not impose a state income tax, so the
Trust’s income is not subject to income tax at the trust level in Texas. Texas imposes a franchise tax at a rate of 0.75% on gross
revenues less certain deductions for returns originally due on or after January 1, 2016, as specifically set forth in the Texas
franchise tax statutes. Entities subject to tax generally include trusts unless otherwise exempt. Trusts that receive at least 90% of
their federal gross income from designated passive sources, including royalties from mineral properties and other income from other non-operating
mineral interests, and do not receive more than 10% of their income from operating an active trade or business, generally are exempt
from the Texas franchise tax as “passive entities.” Although the Trust is intended to be exempt from Texas franchise tax
at the trust level as a passive entity, each unitholder that is considered a taxable entity under the Texas franchise tax would generally
be required to include its portion of Trust net income in its own Texas franchise tax computation.
Each unitholder should consult his or her own
tax advisor regarding state tax requirements, if any, applicable to such person’s ownership of Trust Units.
| 5. | DISTRIBUTIONS TO UNITHOLDERS |
Each
month, the Trustee determines the amount of funds available for distribution to the Trust unitholders. Available funds are the excess
cash, if any, received by the Trust from the Net Profits Interest and other sources (such as interest earned on any amounts reserved
by the Trustee) that month, over the Trust’s liabilities for that month, subject to adjustments for changes made by the Trustee
during the month in any cash reserves established for future liabilities of the Trust. No distributions will be made to Trust
unitholders until the indebtedness created by such amounts drawn or borrowed as advances to the Trust have been repaid in full. Distributions
are made to the holders of Trust Units as of the applicable record date (generally the last business day of each calendar month) and
are payable on or before the 10th business day after the record date.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(unaudited)
The following table provides information regarding
the Trust’s distributions per unit paid during the periods indicated:
| |
| |
| |
|
Distribution | |
Declaration Date | |
Record Date | |
Payment Date | |
| per Unit | |
| Six Months Ended June 30, 2023: | |
| |
| |
| | |
| December 16, 2022 | |
December 30, 2022 | |
January 17, 2023 | |
$ | 0.058000 | |
| January 18, 2023 | |
January 31, 2023 | |
February 14, 2023 | |
| 0.056000 | |
| February 17, 2023 | |
February 28, 2023 | |
March 13, 2023 | |
| 0.019200 | |
| March 16, 2023 | |
March 31, 2023 | |
April 14, 2023 | |
| 0.019350 | |
| April 17, 2023 | |
April 28, 2023 | |
May 12, 2023 | |
| 0.030000 | |
| May 15, 2023 | |
May 31, 2023 | |
June 14, 2023 | |
| 0.013500 | |
| Year to Date – 2023 | |
| |
| |
$ | 0.196050 | |
| | |
| |
| |
| | |
| Six Months Ended June 30, 2022: | |
| |
| |
| | |
| December 17, 2021 | |
December 31, 2021 | |
January 14, 2022 | |
$ | 0.025000 | |
| January 18, 2022 | |
January 31, 2022 | |
February 14, 2022 | |
| 0.023000 | |
| February 18, 2022 | |
February 28, 2022 | |
March 14, 2022 | |
| 0.041000 | |
| March 18, 2022 | |
March 31, 2022 | |
April 14, 2022 | |
| 0.016000 | |
| April 18, 2022 | |
April 29, 2022 | |
May 13, 2022 | |
| 0.031500 | |
| May 16, 2022 | |
May 31, 2022 | |
June 14, 2022 | |
| 0.032000 | |
| Year to Date – 2022 | |
| |
| |
$ | 0.168500 | |
Under the terms of the Trust Agreement, the Trust
pays an administrative fee of $200,000 per year to the Trustee and an annual fee of $2,000 to the Delaware Trustee. During each of the
three-and six-month periods ended June 30, 2023 and 2022, the Trust paid $100,000 to the Trustee and $0 to the Delaware Trustee
pursuant to the terms of the Trust Agreement.
Distributions Paid or Declared
On July 14, 2023, a distribution of $0.012500
per unit, which was declared on June 16, 2023, was paid to Trust unitholders of record as of June 30, 2023.
On July 17, 2023, the Trust declared a distribution
of $0.053500 per unit to Trust unitholders of record as of July 31, 2023. The distribution will be paid to Trust unitholders on
August 14, 2023.
Non-producing Property Divestiture
In May 2023, the Sponsor sold approximately
$0.3 million in non-producing, non-cash flowing acreage to a private oil company, free and clear of the Net Profits Interest, as permitted
under the Trust Agreement. The proceeds from this sale attributable to the Trust’s 80% Net Profits Interest, or approximately $240,000, will be included in
the distribution that will be paid to Trust unitholders on August 14, 2023.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Sale of Divestiture Properties
On
May 3, 2023, the Sponsor notified the Trustee that the Sponsor had entered into an agreement to divest certain acreage and associated
production in the Permian Basin (the “Divestiture Properties”) that constituted part of the Underlying Properties and were
therefore burdened by the Trust’s Net Profits Interest, for a total purchase price of approximately $6.7 million. On July 19,
2023, at a special meeting of Trust unitholders, the unitholders approved the foregoing transaction and the release of the Trust’s
Net Profits Interest in the Divestiture Properties. On August 9, 2023, the Sponsor completed the sale of the Divestiture Properties.
The total proceeds received by the Sponsor from the Divestiture Properties, after preliminary closing adjustments, were approximately
$6.5 million, inclusive of the escrow funded by the buyer and partial expense reimbursement associated with the proxy solicitation.
The Sponsor will deduct final transaction expenses from the sales proceeds, along with an escrow amount of $250,000 to cover possible
indemnification obligations under the purchase and sale agreement (the “Indemnification Escrow Amount”), to arrive at final
net proceeds, based upon the Trust’s 80% Net Profits Interest. The Sponsor will set a record date and the special distribution,
reflecting 50% of the Trust’s share of the net proceeds, will be paid to Trust unitholders on or before September 22, 2023.
The remaining 50% of the Trust’s share of the net proceeds will be temporarily retained by the Sponsor as a source of payment of
the Trust’s proportionate share of any post-closing purchase price adjustments, with any amount remaining (less any amounts in
dispute) after such adjustments to be paid to the Trust within five business days after finalization of the settlement statement (which
is expected to occur within 90 days following the closing of the sale) and included in a distribution to unitholders. Within 12 months
after the closing of the sale, any remaining amount from the Indemnification Escrow Amount (less any amounts in dispute) will be released
to the Trust and included in a distribution to unitholders.
| Item 2. | Trustee’s Discussion and Analysis of Financial Condition
and Results of Operations. |
References to the “Trust” in this
document refer to Permianville Royalty Trust, previously known as Enduro Royalty Trust, while references to “COERT” or the
“Sponsor” in this document refer to COERT Holdings 1 LLC. References to “Enduro” in this document refer to Enduro
Resource Partners LLC, the original sponsor of the Trust. The following review of the Trust’s financial condition and results of
operations should be read in conjunction with the financial statements and notes thereto, as well as Management’s Discussion and
Analysis of Financial Condition and Results of Operations contained in the Trust’s 2022 Annual Report on Form 10-K. The Trust’s
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other filings with the
SEC are available on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This Form 10-Q includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q, including
without limitation the statements under this “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations”
are forward-looking statements. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially
from those projected. No assurance can be given that such expectations will prove to have been correct. When used in this document, the
words “believes,” “expects,” “anticipates,” “intends” or similar expressions are intended
to identify such forward-looking statements. The following important factors, in addition to those discussed elsewhere in this Form 10-Q,
in the Trust’s 2022 Annual Report on Form 10-K and the Trust’s other filings with the SEC could affect the future results
of the energy industry in general, and COERT and the Trust in particular, and could cause actual results to differ materially from those
expressed in such forward-looking statements:
| · | risks
associated with the drilling and operation of oil and natural gas wells; |
| · | the
amount of future direct operating expenses and development expenses; |
| · | public
health concerns, including the COVID-19 pandemic; |
| · | the
actions of the Organization of Petroleum Exporting Countries; |
| · | the
armed conflict between Russia and Ukraine and the potential destabilizing effect such conflict
may pose for the global oil and gas markets; |
| · | the
effect of existing and future laws and regulatory actions; |
| · | the
effect of changes in commodity prices or alternative fuel prices; |
| · | the
prohibition on the Trust’s entry into any new hedging arrangements under the terms
of the Conveyance; |
| · | conditions
in the capital markets; |
| · | changes in interest rates; |
| · | competition
from others in the energy industry; |
| · | climate
change and the potential impact on fossil fuels; |
| · | uncertainty
of estimates of oil and natural gas reserves and production; and |
You should not place undue reliance on these forward-looking
statements. All forward-looking statements speak only as of the date of this Form 10-Q. The Trust does not undertake any obligation
to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this Form 10-Q
or to reflect the occurrence of unanticipated events, unless the securities laws require the Trust to do so.
This Form 10-Q describes other important
factors that could cause actual results to differ materially from expectations of the Sponsor and the Trust. All forward-looking statements
in this report and all subsequent written and oral forward-looking statements attributable to the Sponsor or the Trust or persons acting
on behalf of the Sponsor or the Trust are expressly qualified in their entirety by such factors. The Trust assumes no obligation, and
disclaims any duty, to update these forward-looking statements.
Overview
Permianville Royalty Trust, a statutory trust
created in May 2011, completed its initial public offering in November 2011. The Trust’s only asset and source of income
is the Net Profits Interest, which entitles the Trust to receive 80% of the net profits from oil and natural gas production from the
Underlying Properties. The Net Profits Interest is passive in nature and neither the Trust nor the Trustee has any management control
over or responsibility for costs relating to the operation of the Underlying Properties. Additionally, third parties operate substantially
all of the wells on the Underlying Properties and, therefore, the Sponsor is not in a position to control the timing of development efforts,
associated costs, or the rate of production of the reserves.
On August 31, 2018, COERT completed the acquisition
from Enduro of the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the “Sale Transaction”).
In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Amended and Restated Trust Agreement
of the Trust and other instruments to which Enduro and the Trustee were parties.
The Trust is required to make monthly cash distributions
of substantially all of its monthly cash receipts, after deducting the Trust’s administrative expenses, to the holders of Trust
Units as of the applicable record date (generally the last business day of each calendar month) on or before the 10th business
day after the record date. The Net Profits Interest is entitled to a share of the profits from and after July 1, 2011 attributable
to production occurring on or after June 1, 2011. The amount of Trust revenues and cash distributions to Trust unitholders depends
on, among other things:
| · | oil
and natural gas sales prices; |
| · | volumes
of oil and natural gas produced and sold attributable to the Underlying Properties; |
| · | production
and development costs; |
| · | potential
reductions or suspensions of production; |
| · | the
amount and timing of Trust administrative expenses; and |
| · | the
establishment, increase, or decrease of reserves for approved development expenses or future
liabilities of the Trust. |
Generally, the Sponsor receives cash payment for
oil production 30 to 60 days after it is produced and for natural gas production 60 to 90 days after it is produced.
Outlook
The overall outlook for development activity on
the Underlying Properties remained relatively stable during the first half of 2023, despite a year-over-year volatility in commodity
prices. Although the global economy remains volatile, reflecting, among other factors, the armed conflict between Russia and Ukraine
and the lingering effects of the COVID-19 pandemic, the Sponsor does not expect that these events will have a material impact on the
Underlying Properties or the expected 2023 development activity as detailed in the Trust’s 2022 Annual Report on Form 10-K,
aside from the effects of volatile commodity prices. The West Texas Intermediate spot price of crude oil has modestly improved from $80.26
per barrel on December 30, 2022 to $82.82 per barrel on August 10, 2023. Natural gas prices have declined year-over-year, with
the Henry Hub spot price decreasing from $3.52 per MMBtu on December 30, 2022 to $2.83 per MMBtu on August 10, 2023.
With
oil prices achieving greater stability in recent periods, the Sponsor currently expects an incremental increase in the previously
disclosed capital spending outlook, from the earlier range of $6.0 million to $9.0 million, or $4.8 million to $7.2 million net
to the Trust’s Net Profits Interest, to an updated range of $8.0 million to $12.0 million, or $6.4 million to $9.6 million net
to the Trust’s Net Profits Interest. The increase in expected capital expenditures is driven primarily by greater activity in the
Permian basin by large-cap public operators, which compose the majority of the operators of the Underlying Properties. Meanwhile, the
Sponsor continues to expect some moderation in the expected capital expenditure activity in the Haynesville portion of the Underlying
Properties, although any declines in this area would be at least partially offset by higher, oil-weighted Permian activity. Nevertheless,
the outlook for capital expenditures remains subject to change, as operators are expected to continue to reevaluate their planned capital
expenditures, particularly to the extent commodity prices experience further volatility in the future.
Over the first half of 2023, the Sponsor has begun
to see a moderation in some of the inflationary pressures and supply chain bottlenecks that had been affecting the Underlying Properties.
Given the market volatility and recently increased capital expenditure activity levels, the Sponsor may establish a new cash reserve
for approved, future development expenses during 2023, similar to the cash reserve that the Sponsor had established in 2022. The Sponsor
indicates that it continues to have access to adequate capital and liquidity to fund such capital expenditures as they come due.
The Sponsor believes there could be further opportunity
in 2023 for prospective divestitures, as operators of some of the Underlying Properties look to acquire assets at compelling valuations
against the backdrop of favorable oil prices compared to prior years.
Capex Drilling Activity Update
Presented below is a summary of the current status
of certain notable capital projects recently undertaken on the Underlying Properties pursuant to the capital expenditure program described
above.
The following table is not intended to be a comprehensive
list reflecting all capital expenditures to date. The table provides information regarding current projects that remain in process and
have not yet begun to generate revenues. Additional information regarding producing wells drilled pursuant to the capital expenditure
program is provided following the table.
There can often be a several-month delay from
the time of capital expenditures to the time of production and cash flows attributable to the Underlying Properties, especially given
the non-operated nature of the Underlying Properties. For example, as previously disclosed, in May 2023 three wells from one of
the larger, previously detailed drilling projects were finally converted to first revenues after a delay associated with the operator.
These wells began generating revenues in 2022, but the amounts were only finalized for non-operating partners in 2023. The cash revenue
catch-up totaled approximately $3.7 million, or approximately $2.9 million net to the Trust’s Net Profits Interest, which
was reflected in the net profits interest calculation reported in July and will be included in the distribution that will be paid
to Trust unitholders on August 14, 2023.
| Operator | |
Region | |
Number
of Wells | |
Underlying
Properties
W/I | | |
Project | |
Capex
Cumulative
Total (in thousands) | |
Status |
| Large Cap Major 1 | |
Haynesville | |
1 | |
4.4 | % | |
D&C New Drills | |
$ | 40 | |
In-process |
| Large Cap E&P 1 | |
Midland | |
8 | |
7.2 | % | |
D&C New Drills | |
$ | 2,158 | |
5 Producing, Awaiting First
Revenues; 3 Drilling In-Process/Pre Drill |
| Large Cap E&P 2 | |
Conventional
Permian | |
N/A (Field) | |
0.8 | % | |
New Drills / Workovers | |
$ | 168 | |
In-process/
Continual Program |
| PE-Backed Private 1 | |
Delaware | |
4 | |
5.4 | % | |
D&C New Drills | |
$ | 529 | |
4 Drilling In-Process |
| PE-Backed Private 2 | |
Delaware | |
9 | |
0.9 | % | |
D&C New Drills | |
$ | 590 | |
4 Producing, Awaiting First
Revenues; 5 Pre-Drill |
| Large Cap E&P 3 | |
Midland | |
4 | |
3.4 | % | |
D&C New Drills | |
| - | |
Pre-Drill |
| Large Cap E&P 4 | |
Haynesville | |
5 | |
3.7 | % | |
D&C New Drills | |
| - | |
Pre-Drill |
| Private E&P 2 | |
Haynesville | |
3 | |
3.6 | % | |
Refrac | |
$ | 795 | |
3 In-Process |
As reflected in the table above, the Sponsor indicates
that since the first quarter a new Haynesville project has commenced (Large Cap E&P 4). In addition, as indicated above, three wells
in the Midland began paying revenues during the second quarter, and the same operator (Large Cap E&P 1) has begun to produce from
three wells that had been previously categorized as drilling in-process, in addition to adding one new pre-drill project. Meanwhile,
one of the Haynesville wells drilled (Large Cap Major 1) has come online and began to generate first revenues in the second quarter.
For the other projects identified above that are still in process or awaiting first revenues, the Sponsor expects a majority to be completed
and to begin producing during 2023.
Non-producing Property Divestiture
In May 2023, the Sponsor sold approximately
$0.3 million in non-producing, non-cash flowing acreage to a private oil company, free and clear of the Net Profits Interest, as permitted
under the Trust Agreement. The proceeds from this sale attributable to the Trust’s 80% Net Profits Interest, or approximately $240,000, will be included in
the distribution that will be paid to Trust unitholders on August 14, 2023.
Sale of Divestiture Properties
On
May 3, 2023, the Sponsor notified the Trustee that the Sponsor had entered into an agreement to divest certain acreage and associated
production in the Permian Basin (the “Divestiture Properties”) that constituted part of the Underlying Properties and were
therefore burdened by the Trust’s Net Profits Interest, for a total purchase price of approximately $6.7 million. On July 19,
2023, at a special meeting of Trust unitholders, the unitholders approved the foregoing transaction and the release of the Trust’s
Net Profits Interest in the Divestiture Properties. On August 9, 2023, the Sponsor completed the sale of the Divestiture Properties.
The total proceeds received by the Sponsor from the Divestiture Properties, after preliminary closing adjustments, were approximately
$6.5 million, inclusive of the escrow funded by the buyer and partial expense reimbursement associated with the proxy solicitation.
The Sponsor will deduct final transaction expenses from the sales proceeds, along with an escrow amount of $250,000 to cover possible
indemnification obligations under the purchase and sale agreement (the “Indemnification Escrow Amount”), to arrive at final
net proceeds, based upon the Trust’s 80% Net Profits Interest. The Sponsor will set a record date and the special distribution,
reflecting 50% of the Trust’s share of the net proceeds, will be paid to Trust unitholders on or before September 22, 2023.
The remaining 50% of the Trust’s share of the net proceeds will be temporarily retained by the Sponsor as a source of payment of
the Trust’s proportionate share of any post-closing purchase price adjustments, with any amount remaining (less any amounts in
dispute) after such adjustments to be paid to the Trust within five business days after finalization of the settlement statement (which
is expected to occur within 90 days following the closing of the sale) and included in a distribution to unitholders. Within 12 months
after the closing of the sale, any remaining amount from the Indemnification Escrow Amount (less any amounts in dispute) will be released
to the Trust and included in a distribution to unitholders.
Results of Operations
Three Months Ended June 30, 2023 Compared to Three Months
Ended June 30, 2022
The Trust’s net profits income consists
of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:
| |
Three Months Ended
June 30, | | |
| |
| | |
2023 | | |
2022 | | |
Increase
(Decrease) | |
| Gross profits: | |
| | | |
| | | |
| | |
| Oil sales | |
$ | 8,639,804 | | |
$ | 9,992,183 | | |
| (14 | )% |
| Natural gas sales | |
| 2,691,517 | | |
| 4,188,167 | | |
| (36 | )% |
| Total | |
| 11,331,321 | | |
| 14,180,350 | | |
| (20 | )% |
| | |
| | | |
| | | |
| | |
| Costs: | |
| | | |
| | | |
| | |
| Direct operating expenses: | |
| | | |
| | | |
| | |
| Lease operating expenses | |
| 5,510,000 | | |
| 5,505,000 | | |
| 0 | % |
| Compression, gathering and transportation | |
| 504,000 | | |
| 820,000 | | |
| (39 | )% |
| Production, ad valorem and other taxes | |
| 768,000 | | |
| 1,181,000 | | |
| (35 | )% |
| Development expenses | |
| 1,603,000 | | |
| 1,406,000 | | |
| 14 | % |
| Total | |
| 8,385,000 | | |
| 8,912,000 | | |
| (6 | )% |
| Net profits | |
| 2,946,321 | | |
| 5,268,350 | | |
| (44 | )% |
| Percentage allocable to Net Profits Interest | |
| 80 | % | |
| 80 | % | |
| | |
| Net profits allocable to Net Profits Interest | |
| 2,357,057 | | |
| 4,214,680 | | |
| (44 | )% |
| Plus: Sponsor reserve release for capital expenditures | |
| 100,000 | | |
| (1,150,000 | ) | |
| (109 | )% |
| Less: Trust general and administrative expenses and cash withheld for expenses, net of interest and investment income | |
| (383,007 | ) | |
| (441,180 | ) | |
| (13 | )% |
| Distributable income | |
$ | 2,074,050 | | |
$ | 2,623,500 | | |
| (21 | )% |
The following table displays reported oil and
natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the net profits calculation
for distributions paid during the three months ended June 30, 2023 and 2022:
| |
Three Months Ended June 30, | | |
| |
| | |
2023 | | |
2022 | | |
Increase
(Decrease) | |
| Underlying Properties Production Volumes: | |
| | | |
| | | |
| | |
| Oil (Bbls) | |
| 113,267 | | |
| 128,057 | | |
| (12 | )% |
| Natural Gas (Mcf) | |
| 636,761 | | |
| 888,014 | | |
| (28 | )% |
| Combined (Boe) | |
| 219,394 | | |
| 276,059 | | |
| (21 | )% |
| | |
| | | |
| | | |
| | |
| Average Prices: | |
| | | |
| | | |
| | |
| Oil - NYMEX (applicable NPI period) ($/Bbl) | |
$ | 80.68 | | |
$ | 82.10 | | |
| | |
| Differential | |
$ | (4.41 | ) | |
$ | (4.07 | ) | |
| | |
| Oil prices realized ($/Bbl) | |
$ | 76.28 | | |
$ | 78.03 | | |
| | |
| | |
| | | |
| | | |
| | |
| Natural gas - NYMEX (applicable NPI period) ($/Mcf) | |
$ | 5.54 | | |
$ | 5.70 | | |
| | |
| Differential | |
$ | (1.31 | ) | |
$ | (0.98 | ) | |
| | |
| Natural gas prices realized ($/Mcf) | |
$ | 4.23 | | |
$ | 4.72 | | |
| | |
Net profits attributable to the Underlying Properties
for the three months ended June 30, 2023 were $2.9 million compared to $5.3 million for the three months ended June 30,
2022. The $2.3 million decrease in net profits attributable to the Underlying Properties from the 2023 period to the 2022 period
was primarily due to the following items:
| · | Oil
sales decreased $1.4 million due to lower realized prices and lower produced volumes. The
2% decrease in realized oil sales prices in the 2023 period compared to the 2022 period caused
revenues to decline by $0.2 million, and lower produced volumes caused a $1.2 million decline
in revenues. Oil sales volumes decreased 12% as a result of natural production declines. |
| · | Natural
gas sales decreased $1.5 million due to lower produced volumes and lower realized prices.
The 28% decrease in gas sales volumes and the 2% decrease in realized gas prices in the 2023
period compared to the 2022 period caused revenues to decline by $1.2 million and $0.7 million,
respectively. |
| · | Lease
operating expenses during the three months ended June 30, 2023 remained consistent with
the three months ended June 30, 2022 at $6.0 million. |
| · | Compression,
gathering and transportation costs decreased $0.3 million, primarily due to the decrease
in natural gas volumes. |
| · | Production,
ad valorem and other taxes decreased $0.4 million during the three months ended June 30,
2023 compared to the three months ended June 30, 2022, due to the decrease in oil and
natural gas produced volumes. |
| · | Development
expenses increased $0.2 million in the 2023 period due to drilling and completion costs for
drilling multiple new wells in the Permian area in the 2023 period. |
For the three months ended June 30, 2023,
the Trust withheld $0.4 million and paid $0.1 million for general and administrative expenses. Expenses paid during the period primarily
consisted of fees for the preparation of the Trust’s monthly press releases, Trustee fees, and New York Stock Exchange listing
fees. For the three months ended June 30, 2022, the Trust withheld $0.4 million and paid $0.2 million for general and administrative
expenses.
Six Months Ended June 30, 2023 Compared to Six Months Ended
June 30, 2022
The Trust’s net profits income consists
of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:
| |
Six Months Ended
June 30, | | |
| |
| | |
2023 | | |
2022 | | |
Increase
(Decrease) | |
| Gross profits: | |
| | | |
| | | |
| | |
| Oil sales | |
$ | 18,369,023 | | |
$ | 19,379,403 | | |
| (5 | )% |
| Natural gas sales | |
| 7,158,304 | | |
| 7,895,455 | | |
| (9 | )% |
| Total | |
| 25,527,327 | | |
| 27,274,858 | | |
| (6 | )% |
| | |
| | | |
| | | |
| | |
| Costs: | |
| | | |
| | | |
| | |
| Direct operating expenses: | |
| | | |
| | | |
| | |
| Lease operating expenses | |
| 11,204,000 | | |
| 10,663,000 | | |
| 5 | % |
| Compression, gathering and transportation | |
| 742,000 | | |
| 1,629,000 | | |
| (54 | )% |
| Production, ad valorem and other taxes | |
| 1,557,000 | | |
| 2,354,000 | | |
| (34 | )% |
| Development expenses | |
| 4,207,000 | | |
| 3,297,000 | | |
| 28 | % |
| Total | |
| 17,710,000 | | |
| 17,943,000 | | |
| (1 | )% |
| Gross proceeds from sale of assets | |
| – | | |
| 130,030 | | |
| (100 | )% |
| Net profits | |
| 7,817,327 | | |
| 9,461,888 | | |
| (17 | )% |
| Percentage allocable to Net Profits Interest | |
| 80 | % | |
| 80 | % | |
| | |
| Net profits allocable to Net Profits Interest | |
| 6,253,862 | | |
| 7,569,511 | | |
| (17 | )% |
| Plus: Sponsor reserve release for capital expenditures | |
| 1,000,000 | | |
| (1,150,000 | ) | |
| (187 | )% |
| Less: Trust general and administrative expenses and cash withheld for expenses | |
| (784,212 | ) | |
| (859,011 | ) | |
| (9 | )% |
| Distributable income | |
$ | 6,469,650 | | |
$ | 5,560,500 | | |
| 16 | % |
The following table displays reported oil and
natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the net profits calculation
for distributions paid during the six months ended June 30, 2023 and 2022:
| |
Six Months Ended
June 30, | | |
| |
| | |
2023 | | |
2022 | | |
Increase
(Decrease) | |
| Underlying Properties Production Volumes: | |
| | | |
| | | |
| | |
| Oil (Bbls) | |
| 225,538 | | |
| 253,894 | | |
| (11 | )% |
| Natural Gas (Mcf) | |
| 1,327,294 | | |
| 1,708,660 | | |
| (22 | )% |
| Combined (Boe) | |
| 446,754 | | |
| 538,671 | | |
| (17 | )% |
| | |
| | | |
| | | |
| | |
| Average Prices: | |
| | | |
| | | |
| | |
| Oil - NYMEX (applicable NPI period) ($/Bbl) | |
$ | 81.53 | | |
$ | 76.37 | | |
| | |
| Differential | |
$ | (0.08 | ) | |
$ | (0.04 | ) | |
| | |
| Oil prices realized ($/Bbl) | |
$ | 81.45 | | |
$ | 76.33 | | |
| | |
| | |
| | | |
| | | |
| | |
| Natural gas - NYMEX (applicable NPI period) ($/Mcf) | |
$ | 5.34 | | |
$ | 4.57 | | |
| | |
| Differential | |
$ | 0.05 | | |
$ | 0.05 | | |
| | |
| Natural gas prices realized ($/Mcf) | |
$ | 5.39 | | |
$ | 4.62 | | |
| | |
Net profits attributable to the Underlying Properties
for the six months ended June 30, 2023 were $7.8 million compared to $9.5 million for the six months ended June 30, 2022.
The $1.7 million decrease in net profits attributable to the Underlying Properties from the 2023 period to the 2022 period was primarily
due to the following items:
| · | Oil
sales decreased $1.0 million due to lower sales volumes, which caused oil sales to decrease
by $2.2 million. The decrease in oil sales due to lower sales volumes was partially
offset by a $1.2 million increase in oil sales due to increased realized prices. The average
oil price received increased 7% as a result of the corresponding increase in the average
NYMEX oil price for the relevant production months. Oil sales volumes decreased 11% as a
result of natural production declines. |
| · | Natural
gas sales decreased $0.7 million due to lower sales volumes, which decreased natural gas
sales by $1.7 million, partially offset by higher realized prices, which increased natural
gas sales by $1.0 million. The average natural gas price received in the six months
ended June 30, 2023 increased 17% compared to the six months ended June 30, 2022
due to an increase in the average NYMEX natural gas price. Natural gas volumes decreased
22% primarily as a result of payment timing differences and natural production declines. |
| · | Lease
operating expenses increased $0.5 million, primarily attributable to the increased number
of producing wells in the six months ended June 30, 2023 compared to the six months
ended June 30, 2022. |
| · | Compression,
gathering and transportation costs decreased $0.9 million, primarily due to the decrease
in natural gas volumes. |
| · | Production,
ad valorem and other taxes decreased $0.8 million during the six months ended June 30,
2023 compared to the six months ended June 30, 2022, due to the decrease in oil and
natural gas produced volumes. |
| · | Development
expenses increased $0.9 million due to drilling and completion costs for drilling multiple
new wells in the Permian and Haynesville areas. |
During the six months ended June 30, 2023,
COERT released the remaining $1.0 million from the cash reserve for future development expenses it had established in 2022 through the
withholding of net profits otherwise payable to the Trust.
For the six months ended June 30, 2023, the
Trust withheld $0.8 million and paid $0.5 million for general and administrative expenses. Expenses paid during the period primarily
consisted of fees for the preparation of the 2022 tax information for Trust unitholders, preparation of the Trust’s 2022 reserve
report, financial statement audit fees, preparation of the Trust’s monthly press releases, Trustee fees, and New York Stock Exchange
listing fees. For the six months ended June 30, 2022, the Trust withheld $0.9 million and paid $0.4 million for general and administrative
expenses.
Liquidity and Capital Resources
The Trust’s principal sources of liquidity
are cash flow generated from the Net Profits Interest and borrowing capacity under the letter of credit described below. Other than Trust
administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash
is for distributions to Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the Net Profits Interest
and other sources (such as interest earned on any amounts reserved by the Trustee) in any given month, over the Trust’s expenses
paid for that month. Available funds are reduced by any cash the Trustee determines to hold as a reserve against future expenses.
The Trustee may create a cash reserve to pay for
future liabilities of the Trust. In February 2022, the Trustee began withholding $37,833 from the funds otherwise available for
distribution each month to gradually build a cash reserve of approximately $2.3 million for the payment of future known, anticipated
or contingent expenses or liabilities of the Trust. Commencing with the distribution to Trust unitholders payable in April 2023,
the Trustee has been withholding, and in the future intends to withhold, $50,000 from the funds otherwise available for distribution
each month to gradually build the reserve. The Trustee may increase or decrease the targeted cash reserve amount at any time, and may
increase or decrease the rate at which it is withholding funds to build the cash reserve at any time, without advance notice to the Trust
unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary
to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to
Trust unitholders, together with interest earned on the funds. As of June 30, 2023, the Trustee has withheld $666,053 toward this
cash reserve.
If the Trustee determines that the cash on hand
and the cash to be received are, or will be, insufficient to cover the Trust’s liabilities, the Trustee may authorize the Trust
to borrow money to pay administrative or incidental expenses of the Trust that exceed cash held by the Trust. The Trustee may authorize
the Trust to borrow from any person, including the Trustee or the Delaware Trustee or an affiliate thereof, although none of the Trustee,
the Delaware Trustee or any affiliate thereof intends to lend funds to the Trust. The Trustee may also cause the Trust to mortgage its
assets to secure payment of the indebtedness. The terms of such indebtedness and security interest, if funds were to be loaned by the
entity serving as Trustee or Delaware Trustee or an affiliate thereof, would be similar to the terms which such entity would grant to
a similarly situated commercial customer with whom it did not have a fiduciary relationship. In addition, COERT has provided the Trust
with a $1.2 million letter of credit to be used by the Trust if its cash on hand (including available cash reserves) is insufficient
to pay ordinary course administrative expenses. Further, if the Trust requires more than the $1.2 million under the letter of credit
to pay administrative expenses, COERT has agreed to loan funds to the Trust necessary to pay such expenses. Any loan made by COERT to
the Trust would be evidenced by a written promissory note, be on an unsecured basis, and have terms that are no less favorable to COERT
than those that would be obtained in an arm’s length transaction between COERT and an unaffiliated third party. If the Trust borrows
funds or draws on the letter of credit, no further distributions will be made to Trust unitholders until such amounts borrowed or drawn
are repaid. Except for the foregoing, the Trust has no source of liquidity or capital resources. The Trustee has no current plans to
authorize the Trust to borrow any funds. As of June 30, 2023 and December 31, 2022, the Trust had cash of $1,240,033 and $922,913,
respectively, to be used towards future Trust expenses. Since its formation, the Trust has not borrowed any funds and no amounts have
been drawn on the letter of credit.
From
time to time, if the Trust’s cash on hand (including available cash reserves, if any) is not sufficient to pay the Trust’s
ordinary course administrative expenses that are due prior to the monthly payment to the Trust of proceeds from the Net Profits Interest,
COERT may advance funds to the Trust to pay such expenses. At June 30, 2023 and December 31, 2022, there was no outstanding
balance. Any advances to the Trust will be carried forward to be repaid out of future net profits generated by the Underlying Properties.
Cash held by the Trustee as a reserve against
future liabilities or for distribution at the next distribution date may be held in a noninterest-bearing account or may be invested
in:
| · | interest-bearing
obligations of the United States government; |
| · | money
market funds that invest only in United States government securities; |
| · | repurchase
agreements secured by interest-bearing obligations of the United States government; or |
| · | bank
certificates of deposit. |
The Trust pays the Trustee an annual administrative
fee of $200,000 and the Delaware Trustee an annual fee of $2,000. The Trust also incurs, either directly or as a reimbursement to the
Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the Trust before distributions
are made to Trust unitholders. The Trust also is responsible for paying other expenses incurred as a result of being a publicly traded
entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and Form 1099 preparation
and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.
The Trust does not have any transactions, arrangements
or other relationships with unconsolidated entities or persons that could materially affect the Trust’s liquidity or the availability
of capital resources.
Off-Balance Sheet Arrangements
The Trust has no off-balance sheet arrangements.
The Trust has not guaranteed the debt of any other party, nor does the Trust have any other arrangements or relationships with other
entities that could potentially result in unconsolidated debt, losses or contingent obligations.
Critical Accounting Policies and Estimates
Please read “Item 7. Trustee’s Discussion
and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” of the Trust’s
2022 Annual Report on Form 10-K for additional information regarding the Trust’s critical accounting policies and estimates.
There were no material changes to the Trust’s critical accounting policies or estimates during the three months ended June 30,
2023.
Subsequent Events
Distributions Paid or Declared
On July 14, 2023, a distribution of $0.012500
per unit, which was declared on June 16, 2023, was paid to Trust unitholders of record as of June 30, 2023.
On July 17, 2023, the Trust declared a distribution
of $0.053500 per unit to unitholders of record as of July 31, 2023. The distribution will be paid to unitholders on August 14,
2023.
| Item 3. | Quantitative and Qualitative Disclosures About Market
Risk. |
As a “smaller reporting company” as
defined in Item 10(f)(1) of Regulation S-K, the Trust is not required to provide information required by this Item.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
The Trustee conducted an evaluation of the Trust’s
disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)). Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of
the Trust were effective, as of the end of the period covered by this report, in ensuring that information required to be disclosed by
the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee to allow timely
decisions regarding required disclosure.
Due to the nature of the Trust as a passive entity
and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of (i) the Trust
Agreement and (ii) the Conveyance, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely
on (A) information provided by the Sponsor, including information relating to results of operations, the costs and revenues attributable
to the Trust’s interest under the Conveyance and other operating and historical data, plans for future operating and capital expenditures,
reserve information, information relating to projected production, and other information relating to the status and results of operations
of the Underlying Properties and the Net Profits Interest, and (B) conclusions and reports regarding reserves by the Trust’s
independent reserve engineers.
Changes in Internal Control over Financial Reporting
During
the quarter ended June 30, 2023, there were no changes in the Trust’s internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal control
over financial reporting of the Sponsor.
PART II—OTHER
INFORMATION
There have been no material changes to the risk
factors contained in Item 1A of the Trust’s 2022 Annual Report on Form 10-K.
The exhibits listed in the following index to
exhibits are filed or furnished as part of this Form 10-Q.
INDEX TO EXHIBITS
Exhibit
Number
|
|
Description
|
| 2.1 |
|
Agreement and Plan of
Merger of Enduro Royalty Trust and Enduro Texas LLC, dated as of November 3, 2011, by and between the Bank of New York Mellon
Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Enduro Texas LLC. (Incorporated herein by reference to Exhibit 1.2
to our Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333)) |
| |
|
|
| 3.1 |
|
Certificate of Trust of
Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed
on May 16, 2011 (Registration No. 333-174225)) |
| |
|
|
| 3.2 |
|
Certificate of Amendment
to Certificate of Trust. (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 5,
2018 (File No. 1-35333)) |
| |
|
|
| 3.3 |
|
Amended and Restated Trust
Agreement of Enduro Royalty Trust, dated November 3, 2011, among Enduro Resource Partners LLC, The Bank of New York Mellon Trust
Company, N.A., as Trustee of Enduro Royalty Trust, and Wilmington Trust Company, as Delaware Trustee of Enduro Royalty Trust. (Incorporated
herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333)) |
| |
|
|
| 3.4 |
|
Second Amendment to Amended
and Restated Trust Agreement of Enduro Royalty Trust, dated September 14, 2018, among COERT Holdings 1 LLC, Wilmington Trust
Company, as Delaware trustee, and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated herein by reference
to Exhibit 3.1 to the Current Report on Form 8-K filed on September 14, 2018 (File No. 1-35333)) |
| |
|
|
| 31.1* |
|
Certification pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32.1** |
|
Certification pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATUREs
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.
| |
PERMIANVILLE
ROYALTY TRUST |
| |
|
|
| |
By: |
THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A. |
| |
|
|
| |
By: |
/s/ SARAH NEWELL
|
| |
Sarah Newell
|
| |
Vice
President and Trust Officer |
Date: August 14, 2023
The Registrant, Permianville Royalty Trust, has
no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly,
no additional signatures are available, and none have been provided. In signing the report above, the Trustee does not imply that it
has performed any such function or that such function exists pursuant to the terms of the Trust.
EXHIBIT 31.1
CERTIFICATION
I, Sarah Newell, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Permianville Royalty Trust, for which The Bank of New York Mellon Trust Company,
N.A., acts as Trustee;
2. Based
on my knowledge, this 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 report;
3. Based
on my knowledge, the financial statements, and other financial information included in this 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 report;
4. I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), or for
causing such controls and 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 under my supervision, 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 report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls
and procedures and presented in this report my conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s
auditors:
| a) | All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report
financial information; and |
| b) | Any fraud, whether or not material, that involves any persons who
have a significant role in the registrant’s internal control over financial reporting. |
In giving the foregoing certifications in paragraphs
4 and 5, I have relied to the extent I consider reasonable on information provided to me by COERT Holdings I LLC.
| Date: August 14,
2023 |
/s/ SARAH NEWELL |
| |
Sarah Newell |
| |
Vice President and Trust
Officer |
| |
The Bank of New York
Mellon Trust Company, N.A., as Trustee |
EXHIBIT 32.1
August 14, 2023
Via EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
Ladies and Gentlemen:
In connection with the Quarterly Report of Permianville
Royalty Trust (the “Trust”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), the undersigned, not in its individual capacity but solely as the Trustee of
the Trust, certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to its
knowledge:
(1) The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2) The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Trust.
The above certification is furnished solely pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as part of the Report or as a separate
disclosure document.
| The Bank of New York Mellon Trust Company, |
|
| N.A., Trustee for Permianville Royalty
Trust |
|
| |
|
|
| By: |
/s/ SARAH NEWELL |
|
| |
Sarah Newell |
|
| |
Vice President and
Trust Officer |
|
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