UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 19, 2016

 

Enduro Royalty Trust

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-35333

 

45-6259461

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation )

 

File Number)

 

Identification No.)

 

The Bank of New York Mellon Trust Company, N.A., Trustee

 

 

Global Corporate Trust

 

 

919 Congress Avenue

 

 

Austin, Texas

 

78701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (512) 263-6555

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On February 19, 2016, Enduro Royalty Trust issued a press release announcing Enduro Royalty Trust’s distribution to be paid in March 2016.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.

 

Item 7.01 Regulation FD Disclosure.

 

The information in Item 2.02 is hereby incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                Exhibits.

 

Exhibit  99.1                           Enduro Royalty Trust Press Release dated February 19, 2016.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Enduro Royalty Trust

 

By:

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

 

 

 

Date: February 19, 2016

By:

/s/ Sarah Newell

 

 

Sarah Newell

 

 

Vice President

 

3



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Enduro Royalty Trust Press Release dated February 19, 2016.

 

4




Exhibit 99.1

 

 

Enduro Royalty Trust Announces Monthly Cash Distribution

 

AUSTIN, Texas—(BUSINESS WIRE)—February 19, 2016

 

Enduro Royalty Trust (NYSE: NDRO) (the “Trust”) today announced a cash distribution to the holders of its units of beneficial interest of $0.024305 per unit, payable on March 14, 2016 to unitholders of record on February 29, 2016. The distribution primarily represents oil production during the month of November 2015 and natural gas production during October 2015.

 

The following table displays underlying oil and natural gas sales volumes and average received wellhead prices attributable to the current and prior month net profits interest calculations.

 

 

 

Underlying Sales Volumes

 

Average Price

 

 

 

Oil

 

Natural Gas

 

Oil

 

Natural Gas

 

 

 

Bbls

 

Bbls/D

 

Mcf

 

Mcf/D

 

(per Bbl)

 

(per Mcf)

 

Current Month

 

68,223

 

2,274

 

486,540

 

15,695

 

$

40.28

 

$

2.55

 

Prior Month

 

70,104

 

2,261

 

415,239

 

13,841

 

$

45.03

 

$

2.33

 

 

Oil cash receipts for the properties underlying the Trust totaled $2.7 million for the current month, a decrease of $0.4 million from the prior month calculation. The decrease was primarily due to an eight percent decline in NYMEX oil prices and widening differentials in the Permian Basin from October to November 2015.

 

Natural gas cash receipts increased $0.3 million from the prior month, totaling $1.2 million, primarily due to the inclusion of withheld revenues from one operator in the Elm Grove field of the East Texas/North Louisiana region that had been withholding revenue payments since November 2014 production in settlement of unused firm capacity reservation fees that were retroactively charged back to January 2012. The withheld revenues included in the current month calculation of $0.4 million and 86,000 Mcf relate to November 2014 production. Excluding the cash receipts and volumes associated with these properties, the average price received for natural gas would have been $2.20 per Mcf.

 

Total direct operating expenses, including lease operating expenses, production and ad valorem taxes, and gathering and transportation expenses, totaled $2.3 million, a decrease of $0.5 million from the prior month. The decrease in direct operating expenses is primarily due to ad valorem accrual adjustments in the current month distribution resulting from actual 2015 ad valorem taxes that were lower than anticipated. These adjustments resulted in a $0.8 million reduction to direct operating expenses in the current month calculation.

 

Actual capital costs incurred have continued to be less than projected, resulting in a capital adjustment during the current month calculation that increased net profits by $0.6 million. Capital expenditures incurred during the current month distribution period were $0.1 million, offset by $0.7 million of accrual reductions related to projects where actual costs incurred were less than projected.

 

1



 

Total direct operating expenses and capital expenditures relate to expenses incurred during December 2015.

 

Enduro Resource Partners, the sponsor of the Trust (“Enduro”), has established a $750,000 reserve from the current month’s net profits for approved development expenses.  The Trust, in its discretion, has also withheld $250,000 for anticipated future liabilities of the Trust.

 

Unused Firm Capacity Reservation Fees

 

As previously disclosed, one operator in the Elm Grove field of the East Texas/North Louisiana region had been withholding revenue payments since November 2014 production in settlement of unused firm capacity reservation fees that were retroactively charged back to January 2012. In September 2015, Enduro received notice from the operator that all of the unused firm capacity reservation fees for the properties underlying the Trust had been recouped. As Enduro did not receive payment on properties subject to the unused firm capacity fees, revenues and other deductions from production during the recoupment period were not included in the distribution calculations. To the extent revenues from such properties were included in previous distributions, the revenues were offset by unused firm transportation expenses.

 

The following table displays the amount of revenue cash receipts and unused firm capacity reservation fees included in the current month and prior months’ distribution calculations:

 

 

 

Revenue Cash
Receipts

 

Firm Capacity
Reservation Fees

 

Declaration Date of Distribution:

 

 

 

 

 

February 19, 2016

 

$

360,491

 

$

202,737

 

January 19, 2016

 

25,033

 

25,033

 

December 18, 2015

 

44,066

 

44,066

 

Total

 

$

429,590

 

$

271,836

 

 

About Enduro Royalty Trust

 

Enduro Royalty Trust is a Delaware statutory trust formed by Enduro Resource Partners to own 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 of Enduro Resource Partners’ properties in the states of Texas, Louisiana and New Mexico. As described in the Trust’s filings with the Securities and Exchange Commission, the amount of the periodic distributions is expected to fluctuate, depending on the proceeds received by the Trust as a result of actual production volumes, oil and gas prices, the amount and timing of capital expenditures, and the Trust’s administrative expenses, among other factors.  Future distributions are expected to be made on a monthly basis.  For additional information on the Trust, please visit www.enduroroyaltytrust.com.

 

Forward-Looking Statements and Cautionary Statements

 

This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unitholders and expected expenses, including capital expenditures. The anticipated distribution is based, in large part, on the amount of cash received or expected to be received by the Trust from Enduro Resource Partners with respect to the relevant period. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will be significantly and negatively affected by prevailing low commodity prices, which have declined significantly over the past year, could decline further and could remain low for an extended period of time. Other important factors that could cause actual results to differ materially include expenses of the Trust and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither Enduro Resource Partners nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by Enduro Royalty Trust is subject to the risks described in the Trust’s filings with the SEC, including the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 12, 2015. The Trust’s quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.

 

Contact

 

Enduro Royalty Trust

The Bank of New York Mellon Trust Company, N.A., as Trustee

Sarah Newell 1 (512) 236-6555

 


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