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 March 31, 2022
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 May 16, 2022, 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.
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
|
|
March 31, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
(unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
275,232 |
|
|
$ |
67,116 |
|
Net profits interest in oil and natural gas properties, net |
|
|
63,754,552 |
|
|
|
65,125,651 |
|
Total assets |
|
$ |
64,029,784 |
|
|
$ |
65,192,767 |
|
LIABILITIES AND TRUST CORPUS |
|
|
|
|
|
|
|
|
Trust corpus (33,000,000 units issued and outstanding) |
|
|
64,029,784 |
|
|
|
65,192,767 |
|
Total liabilities and Trust corpus |
|
$ |
64,029,784 |
|
|
$ |
65,192,767 |
|
The accompanying notes are an integral part of these financial
statements.
PERMIANVILLE ROYALTY TRUST
Statements of
Distributable Income
(unaudited)
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
|
2021 |
|
Income
from net profits interest |
|
$ |
3,224,801 |
|
|
$ |
– |
|
Income from sale of assets |
|
|
130,030 |
|
|
|
– |
|
Interest and investment income |
|
|
5 |
|
|
|
1 |
|
General and administrative expenses |
|
|
(209,719 |
) |
|
|
(287,463 |
) |
Cash reserves used (withheld) for Trust expenses |
|
|
(208,117 |
) |
|
|
287,462 |
|
Distributable income |
|
$ |
2,937,000 |
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
Distributable income per unit (33,000,000 units) |
|
$ |
0.089000 |
|
|
$ |
– |
|
The accompanying notes are an integral part of these financial
statements.
PERMIANVILLE ROYALTY TRUST
Statements of Changes in Trust
Corpus
(unaudited)
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
|
2021 |
|
Trust corpus, beginning of period |
|
$ |
65,192,767 |
|
|
$ |
70,945,850 |
|
Cash reserves (used) withheld for Trust expenses |
|
|
208,117 |
|
|
|
(287,462 |
) |
Distributable income |
|
|
2,937,000 |
|
|
|
– |
|
Distributions to unitholders ($0.089 per unit) |
|
|
(2,937,000 |
) |
|
|
– |
|
Amortization of net profits interest |
|
|
(1,371,100 |
) |
|
|
(1,558,799 |
) |
Trust corpus, end of period |
|
$ |
64,029,784 |
|
|
$ |
69,099,589 |
|
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 March 31, 2022, the Sponsor owned
8,600,000 Trust Units, or 26% 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; |
|
· |
|
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. |
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS - Continued
(unaudited)
2. BASIS OF PRESENTATION
The Statement of Assets, Liabilities and Trust Corpus as of
December 31, 2021, which has been derived from audited
financial statements, and the unaudited interim financial
statements as of March 31, 2022 and for the three months ended
March 31, 2022 and 2021 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, 2021 (the “2021 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 accrual adjustments, 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
(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. An impairment loss would be charged to the Trust Corpus and
would not impact the Statement of Distributable Income.
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; and amortization of
the net profits interest calculated on a unit-of-production basis
is charged directly to trust corpus instead of as an expense. 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.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS - Continued
(unaudited)
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 March 31, 2022 and December 31, 2021
was $293,336,606 and $291,965,506, 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
three months ended March 31, 2022 or 2021, 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.
4. INCOME TAXES
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.
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.
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 |
|
Three Months Ended March 31, 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 |
|
Year to Date – 2022 |
|
|
|
|
|
$ |
0.089000 |
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021: |
|
|
|
|
|
|
|
|
Year to Date – 2021 |
|
|
|
|
|
$ |
0.000000 |
|
For the three months ended March 31, 2021, although the
Net Profits Interest generated positive income for each month in
the period, these amounts were applied to reduce the cumulative New
Profits Interest shortfall of $1.7 million that existed as of
December 31, 2020. As a result, there were no net profits
reported or distributed in the first three months of 2021. The
aggregate Net Profits Interest shortfall, which was approximately
$1.3 million as of March 31, 2021, was carried forward and
deducted from net profits generated by the Underlying Properties in
2021 and was fully eliminated in August 2021.
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-month periods ended March 31, 2022 and 2021, the Trust
paid $50,000 to the Trustee and $0 to the Delaware Trustee pursuant
to the terms of the Trust Agreement.
Distributions Paid or Declared
On April 14, 2022, a distribution of $0.016000 per unit, which was
declared on March 18, 2022, was paid to Trust unitholders of
record as of March 31, 2022.
On April 18, 2022, the Trust declared a distribution of $0.031500
per unit to unitholders of record as of April 29, 2022. The
distribution was paid to unitholders on May 13, 2022.
On May 16, 2022, the Trust declared a distribution of $0.032000 per
unit to unitholders of record as of May 31, 2022. The distribution
is expected to be paid to unitholders on June 14, 2022.
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 2021 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 2021 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; |
|
· |
the effect, impact, potential duration or other implications of
the novel strain of coronavirus (“COVID-19”) pandemic; |
|
· |
the actions of the Organization of Petroleum Exporting
Countries (“OPEC”); |
|
· |
the ongoing armed conflict between Russia and Ukraine and the
potential destabilizing effect such conflict may pose for the
European continent or 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; |
|
· |
competition from others in the energy industry; |
|
· |
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 us 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; |
|
|
|
|
· |
price
differentials; |
|
|
|
|
· |
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 outlook for development activity for the Underlying Properties
continued to improve during the first quarter of 2022, following
the rise in commodity prices and operator activity in the second
half of 2021. While the global economy remains volatile following
the outbreak of the armed conflict between Russia and Ukraine and
given the continuing effects of the COVID-19 pandemic, the Sponsor
does not expect the impact to the Underlying Properties and the
2022 development activity to be material, aside from the effects of
volatile commodity prices. The West Texas Intermediate spot price
of crude oil has increased materially from $76.99 per barrel on
December 31, 2021 to $106.13 per barrel on May 12, 2022.
Natural gas prices have shown greater volatility and have increased
at an even higher rate than crude oil prices, with the Henry Hub
spot price increasing from $3.66 per MMBTU on December 31,
2021 to $7.25 per MMBTU on May 12, 2022. While lingering
effects of the COVID-19 pandemic remain, most recently in the form
of oilfield service inflationary pressures and supply chain
bottlenecks, operators of the Underlying Properties have continued
to increase their spending activity. However, due to the current
heightened market volatility and global macroeconomic uncertainty,
it is not possible to reliably estimate the ultimate impact on of
these conflicting market drivers against an overall supportive
commodity price environment. If commodity prices for crude oil and
natural gas remain volatile and inflationary trends continue,
monthly cash distributions to unitholders could vary greatly and
possibly be lower than historical distributions.
The Sponsor previously announced an anticipated 2022 capital
expenditures program between $6 million to $8 million attributable
to the Underlying Properties, or $4.8 million to $6.4 million net
to the Trust’s 80% Net Profits Interest. At the current pace, the
Sponsor now expects the 2022 cash capital expenditures to be at the
high end of that range, based on recent drilling proposals received
from operators of the Underlying Properties for projects that are
expected to take place in 2022. To account for this increased activity
level, the Sponsor has established a cash reserve for approved,
future development expenses this year. In addition, the
Sponsor maintains significant liquidity and financial flexibility
to respond to the operational and capital spending changes of the
operators of the Underlying Properties. The Sponsor will continue
to monitor and possibly participate in future, to be announced
capital projects in 2022 as operators continue to increase capital
ependitures to levels beyond that of recent years in response to
current commodity prices.
Results of Operations
Three Months Ended March 31, 2022 Compared to Three Months Ended
March 31, 2021
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
March 31, |
|
|
Increase |
|
|
|
2022 |
|
|
2021 |
|
|
(Decrease) |
|
Gross
profits: |
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales |
|
$ |
9,387,220 |
|
|
$ |
5,119,139 |
|
|
|
83 |
% |
Natural gas sales |
|
|
3,707,288 |
|
|
|
1,239,309 |
|
|
|
199 |
% |
Total |
|
|
13,094,508 |
|
|
|
6,358,448 |
|
|
|
106 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Lease
operating expenses |
|
|
5,158,000 |
|
|
|
4,029,000 |
|
|
|
28 |
% |
Compression, gathering and transportation |
|
|
809,000 |
|
|
|
623,000 |
|
|
|
30 |
% |
Production, ad valorem and other taxes |
|
|
1,173,000 |
|
|
|
813,000 |
|
|
|
44 |
% |
Development expenses |
|
|
1,891,000 |
|
|
|
320,000 |
|
|
|
491 |
% |
Total |
|
|
9,031,000 |
|
|
|
5,785,000 |
|
|
|
56 |
% |
Gross proceeds from sale of assets |
|
|
130,030 |
|
|
|
– |
|
|
|
|
|
Net
profits |
|
|
4,193,538 |
|
|
|
573,448 |
|
|
|
609 |
% |
Percentage allocable to Net Profits Interest |
|
|
80 |
% |
|
|
80 |
% |
|
|
|
|
Net profits allocable to Net Profits Interest |
|
|
3,354,831 |
|
|
|
458,759 |
|
|
|
609 |
% |
Less:
Trust general and administrative expenses and cash withheld for
expenses |
|
|
(417,831 |
) |
|
|
– |
|
|
|
(100 |
)% |
Less: Net profits allocable to Net Profits Interest Shortfall |
|
|
– |
|
|
|
(458,759 |
) |
|
|
– |
|
Distributable income |
|
|
2,937,000 |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Net Profits Interest Shortfall |
|
|
– |
|
|
|
(1,254,429 |
) |
|
|
- |
|
For the three months ended March 31, 2021, although the
Net Profits Interest generated positive income for each month in
the period, these amounts were applied to reduce the cumulative Net
Profits Interest shortfall of $1.7 million that existed as of
December 31, 2020. As a result, there were no net profits
reported or distributed in the first three months of 2021. The
aggregate Net Profits Interest shortfall, which was approximately
$1.3 million as of March 31, 2021, was carried forward and
deducted from net profits generated by the Underlying Properties in
2021 and was fully eliminated in August 2021.
The following table displays reported oil and natural gas sales
volumes and average prices from the Underlying Properties,
representing the amounts included in the net profits calculation
for distributions paid during the three months ended March 31,
2022 and 2021:
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
Increase
(Decrease) |
|
Underlying Properties Production Volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls) |
|
|
125,837 |
|
|
|
137,369 |
|
|
|
(8 |
)% |
Natural Gas (Mcf) |
|
|
820,646 |
|
|
|
772,831 |
|
|
|
6 |
% |
Combined (Boe) |
|
|
262,611 |
|
|
|
266,174 |
|
|
|
(1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Prices: |
|
|
|
|
|
|
|
|
|
|
|
|
Oil - NYMEX (applicable NPI period) ($/Bbl) |
|
$ |
77.14 |
|
|
$ |
40.18 |
|
|
|
92 |
% |
Differential |
|
$ |
(2.54 |
) |
|
$ |
(2.91 |
) |
|
|
(13 |
)% |
Oil prices realized ($/Bbl) |
|
$ |
74.60 |
|
|
$ |
37.27 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas - NYMEX (applicable NPI period) ($/Mcf) |
|
$ |
4.75 |
|
|
$ |
2.18 |
|
|
|
118 |
% |
Differential |
|
$ |
(0.23 |
) |
|
$ |
(0.58 |
) |
|
|
(60 |
)% |
Natural gas prices realized ($/Mcf) |
|
$ |
4.52 |
|
|
$ |
1.60 |
|
|
|
183 |
% |
Net profits attributable to the Underlying Properties for the three
months ended March 31, 2022 were $3.3 million compared to $0.5
million for the three months ended March 31, 2021. The $2.8
million increase in net profits attributable to the Underlying
Properties from the 2021 period to the 2022 period was
primarily due to the following items:
|
· |
Oil sales increased $4.3 million
due to higher realized prices, which caused oil sales to increase
by $4.7 million. This increase was offset by reduced sales volumes,
which reduced oil sales by $0.4 million. The average oil price
received increased 100% primarily due to a 92% increase in the
average NYMEX oil price for the relevant production months. Oil
sales volumes decreased 8% as a result of natural production
declines. |
|
· |
Natural gas sales increased $2.5
million due to higher realized prices, which increased natural gas
sales by $2.4 million, and by higher produced volumes, which
increased natural gas sales by $0.1 million. The average natural
gas price received increased 183% primarily due to a 118% increase
in the average NYMEX natural gas price for the relevant production
months. |
|
· |
Lease operating expenses increased
$1.1 million, primarily attributable to the increased number of
producing wells in the quarter ended March 31, 2022 compared
to the quarter ended March 31, 2021. |
|
· |
Compression, gathering and
transportation costs increased $0.2 million, primarily due to the
6% increase in natural gas production. |
|
· |
Production, ad valorem and other
taxes increased $0.4 million during the three months ended
March 31, 2022 compared to the three months ended
March 31, 2021, due to the increase in oil and natural gas
sales. |
|
· |
Development expenses increased $1.6
million due to drilling and completion costs for drilling multiple
new wells in the Permian and Haynseville Area. |
For the three months ended March 31, 2022, the Trust withheld
$0.4 million and paid $0.2 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,
financial statement audit fees, and Trustee fees. For the three
months ended March 31, 2021, the Trust withheld $0.0 million
and paid $0.3 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 November 2021, the Trustee notified COERT
that the Trustee intends to build a reserve for the payment of
future known, anticipated or contingent expenses or liabilities.
Commencing with the distribution to Trust unitholders paid in
February 2022, the Trust has been withholding, and in the
future intends to withhold, $37,833 from the funds otherwise
available for distribution each month to gradually build a cash
reserve of approximately $2.3 million. This cash is reserved for
the payment of future known, anticipated or contingent expenses or
liabilities of the Trust. 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.
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 March 31, 2022 and
December 31, 2021, the Trust had cash of $275,232 and $67,116,
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 March 31, 2022 and December 31, 2021, 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.
Distributions Declared After Quarter End
On April 18, 2022, the Trust declared a distribution of
$0.031500 per unit to unitholders of record as of April 29,
2022. The distribution was paid to unitholders on May 13,
2022.
On May 16, 2022, the Trust declared a distribution of
$0.032000 per unit to unitholders of record as of May 31,
2022. The distribution is expected to be paid to unitholders on
June 14, 2022.
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 2021 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 March 31, 2022.
Subsequent Events
Distributions Paid or Declared
On April 14, 2022, a distribution of $0.016000 per unit, which
was declared on March 18, 2022, was paid to Trust unitholders
of record as of March 31, 2022.
On April 18, 2022, the Trust declared a distribution of
$0.031500 per unit to unitholders of record as of April 29,
2022. The distribution was paid to unitholders on May 13,
2022.
On May 16, 2022, the Trust declared a distribution of
$0.032000 per unit to unitholders of record as of May 31,
2022. The distribution is expected to be paid to unitholders on
June 14, 2022.
|
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
As of
the end of the period covered by this report, 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 2021 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 |
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.
|
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: May 16, 2022
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.
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