Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting
Firm
To the Trustee and Unitholders of Permianville
Royalty Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of
assets, liabilities, and trust corpus of Permianville Royalty Trust (the Trust) as of December 31, 2021, and the related statements of
distributable income and changes in trust corpus for the year then ended, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust
at December 31, 2021, and its distributable income and changes in trust corpus for the year then ended, in conformity with the modified
cash basis of accounting, as described in Note 2, which is a comprehensive basis of accounting other than U.S. generally accepted accounting
principles.
Basis of Accounting
As described in Note 2 to the financial statements,
these financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than
generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Weaver and Tidwell, L.L.P.
We have served as the Trust’s auditor since
2021.
Houston, Texas
March 25, 2022
58
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Trustee and Unitholders of Permianville Royalty Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets,
liabilities, and trust corpus of Permianville Royalty Trust (the Trust) as of December 31, 2020, the related statement of distributable
income and changes in trust corpus for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust
at December 31, 2020, and its distributable income for the year ended December 31, 2020, in conformity with the modified cash basis of
accounting, as described in Note 2, which is a comprehensive basis of accounting other than U.S. generally accepted accounting principles.
Basis of Accounting
As described in Note 2 to the financial statements,
these financial statements were prepared on the modified cash basis of accounting, which is a comprehensive basis of accounting other
than accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Trustee. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over
financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by the Trustee, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Trust’s
auditor from 2011 to 2021
Houston, Texas
March 23, 2021
59
PERMIANVILLE ROYALTY TRUST
Statements of Assets, Liabilities and Trust Corpus
December 31,
2021
2020
ASSETS
Cash and cash equivalents
$ 67,116
$ 29,639
Net profits interest in oil and natural gas properties, net
65,125,651
71,265,032
Total assets
$ 65,192,767
$ 71,294,671
LIABILITIES AND TRUST CORPUS
Advances to the Trust
$ —
$ 348,821
Total liabilities
—
348,821
Trust corpus (33,000,000 units issued and outstanding)
65,192,767
70,945,850
Total liabilities and Trust corpus
$ 65,192,767
$ 71,294,671
The accompanying notes to financial statements
are an integral part of these statements.
60
PERMIANVILLE ROYALTY TRUST
Statements of Distributable Income
Year Ended December 31,
2021
2020
Income from net profits interest
$ 4,196,655
$ 5,565,015
Income from sale/lease of assets
157,956
—
Interest and investment income
3
446
General and administrative expenses
(849,816 )
(916,900 )
Cash reserves used (withheld) for Trust expenses
(386,298 )
375,030
Distributable income
$ 3,118,500
$ 5,023,591
Distributable income per unit (33,000,000 units)
$ 0.094500
$ 0.152230
The accompanying notes to financial statements
are an integral part of these statements.
61
PERMIANVILLE ROYALTY TRUST
Statements of Changes in Trust Corpus
Year Ended December 31,
2021
2020
Trust corpus, beginning of period
$ 70,945,850
$ 77,221,803
Cash reserves (used) withheld for Trust expenses
386,298
(375,030 )
Distributable income
3,118,500
5,023,591
Distributions to unitholders
(3,118,500 )
(5,023,591 )
Amortization of net profits interest
(6,139,381 )
(5,900,923 )
Trust corpus, end of period
$ 65,192,767
$ 70,945,850
The accompanying notes to financial statements
are an integral part of these statements.
62
PERMIANVILLE ROYALTY
TRUST
NOTES TO FINANCIAL STATEMENTS
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”). Through the initial public offering in 2011 and a secondary offering in 2013, Enduro
sold a total of 24,400,000 Trust Units. As of December 31, 2017, Enduro owned 8,600,000 Trust Units, or 26% of the issued and outstanding
Trust Units.
At a special meeting of Trust unitholders held
on August 30, 2017, unitholders approved several proposals, including amendments to the Trust Agreement. In September 2017, Enduro, the
Trustee and the Delaware Trustee entered into the First Amendment to Amended and Restated Trust Agreement, which amended certain provisions
of the Trust Agreement to, among other things, allow Enduro to sell interests in the Underlying Properties free and clear of the Net Profits
Interest with the approval of Trust unitholders holding at least 50% of the then outstanding units of the Trust at a meeting held in accordance
with the requirements of the Trust Agreement. This amendment reduced the required threshold for approval of such sales from 75% to 50%
of the outstanding units of the Trust.
In July 2018 Enduro entered
into a purchase and sale agreement with COERT Holdings 1 LLC (“COERT” or the “Sponsor”) for the Underlying Properties
and all of the outstanding Trust Units owned by Enduro (the “Sale Transaction”), and on August 31, 2018, the parties closed
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 December 31, 2021, 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 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 Interests) 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 Trust unitholders (Note 5);
63
PERMIANVILLE ROYALTY
TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
· 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
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 (including 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 from the Sponsor 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 by the Sponsor 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
64
PERMIANVILLE ROYALTY
TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
(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.
The financial statements of the Trust differ from
financial statements prepared in accordance with GAAP because revenues are not accrued in the month of production; 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 and any impairment recorded 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 revenues, expenses, and distributions
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 U.S. Securities and Exchange Commission (“SEC”) as
specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts .
Use of Estimates
The preparation of financial statements in conformity
with the basis of accounting described above requires the Trust 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. Significant estimates affecting these financial
statements include estimates of proved oil and natural gas reserves, which are used to compute the Trust’s amortization of net profits
interest and its impairment assessments. Although the Trustee believes that these estimates are reasonable, actual results could differ
from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks,
money market accounts, and all highly liquid investments with an original maturity of three months or less.
Impairment
The Net Profits Interest in oil and natural gas
properties 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 years ended December 31, 2021 or 2020, 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.
New Accounting Pronouncements
As the Trust’s financial statements are prepared
on the modified cash basis, most accounting pronouncements are not applicable to the Trust’s financial statements. No new accounting
pronouncements have been adopted or issued that would impact the financial statements of the Trust.
65
PERMIANVILLE ROYALTY
TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
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 which 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 December 31, 2021 and 2020 was $291,965,506 and $285,826,125, 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 years
ended December 31, 2021 or 2020, 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.
Impairment of Net Profits Interest
Fair value accounting guidance includes a hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3). When indicators
of impairment are present and it is determined that the carrying value of the Net Profits Interest exceeds the estimated undiscounted
cash flows of the subject interest, fair value estimates utilized in the impairment assessment are determined based on inputs not observable
in the market and thus represent Level 3 measurements.
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 net income.
66
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
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, 16 th 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. Trust 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. Trust 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. Louisiana and New Mexico presently
have income taxes which tax income of nonresidents from real property located within that state. Louisiana and New Mexico also impose
a corporate income tax which may apply to unitholders organized as corporations.
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.
67
PERMIANVILLE ROYALTY
TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
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. 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 tenth business day after the record date.
The following table provides information regarding
the Trust’s distributions paid during the periods indicated:
Declaration Date
Record Date
Payment Date
Distribution per Unit
2021:
August 16, 2021
August 31, 2021
September 15, 2021
$
0.013000
September 17, 2021
September 30, 2021
October 15, 2021
$
0.021000
October 18, 2021
October 29, 2021
November 15, 2021
$
0.027000
November 17, 2021
November 30, 2021
December 15, 2021
$
0.033500
Total—2021
$
0.094500
2020:
December 16, 2019
December 31, 2019
January 15, 2020
$
0.018000
January 17, 2020
January 31, 2020
February 14, 2020
$
0.020630
February 18, 2020
February 28, 2020
March 13, 2020
$
0.024500
March 16, 2020
March 31, 2020
April 14, 2020
$
0.041000
April 17, 2020
April 30, 2020
May 12, 2020
$
0.029000
May 15, 2020
May 29, 2020
June 15, 2020
$
0.015300
June 15, 2020
June 30, 2020
July 15, 2020
$
0.003800
Total—2020
$
0.152230
6. TRUSTEE FEES AND RELATED PARTY TRANSACTIONS
Trustee Administrative Fee. Under the terms
of the Trust Agreement, the Trust pays an annual administrative fee of $200,000 to the Trustee and $2,000 to the Delaware Trustee. During
the years ended December 31, 2021 and 2020, the Trust paid $200,000 to the Trustee and $2,000 to the Delaware Trustee, respectively, pursuant
to the terms of the Trust Agreement.
Letter of Credit . Under the terms of the
Trust Agreement, COERT has provided the Trust with a $1,200,000 million letter of credit to be used by the Trust in the event that its
cash on hand (including available cash reserves) is not sufficient to pay ordinary course administrative expenses. The letter of credit
is issued to the benefit of the Trustee. The standby letter of credit was issued by West Texas National Bank and matures February 11,
2023. The letter of credit to the Trustee is unfunded as of December 31, 2021.
Advances from COERT . 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. Such advances are recorded as a liability on the Statements of Assets, Liabilities and Trust
Corpus until repaid. As of December 31, 2021 and 2020, Advances to the Trust were $0 and $348,821, respectively.
Registration Rights Agreement. The
Trust and COERT (as the assignee of Enduro, in connection with the Sale Transaction) are parties to a Registration Rights Agreement,
as amended, whereby COERT, its affiliates and certain permitted transferees holding registrable Trust Units are entitled, upon
receipt by the Trustee of written notice from holders of a majority of the then outstanding registrable Trust Units, to demand that
the Trust effect the registration of the registrable Trust Units. The holders of the registrable Trust Units are entitled to demand
a maximum of five such registrations. In connection with the preparation and filing of any registration statement, COERT will bear
all costs and expenses incidental to any registration statement, excluding certain internal expenses of the Trust, which will be
borne by the Trust. Any underwriting discounts and commissions will be borne by the seller of the Trust Units.
68
PERMIANVILLE ROYALTY
TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
7. SUBSEQUENT EVENTS
Distributions Paid or Declared
Subsequent to December 31, 2021, the Trust
declared the following distributions:
Declaration Date
Record Date
Payment Date
Distribution
per Unit
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
69
PERMIANVILLE ROYALTY
TRUST
UNAUDITED SUPPLEMENTARY INFORMATION
8. Supplementary Oil and Natural Gas Information (Unaudited)
Oil and Natural Gas Reserve Quantities
Estimates of proved reserves attributable to the
Trust and the related valuations were based 100% on reports prepared by the Trust’s independent petroleum engineers, Cawley, Gillespie &
Associates, Inc. Estimates were prepared in accordance with guidelines prescribed by the SEC and the Financial Accounting Standards Board,
which require that reserve estimates be prepared under existing economic and operating conditions based upon an average of the first-day-of-the-month
commodity price during the 12-month period ending on the balance sheet date with no provision for price and cost escalations except by
contractual arrangements. Prices used in estimating reserves were as follows:
2021
2020
Oil (per Bbl)
$ 66.56
$ 39.57
Natural gas (per MMBTU)
$ 3.60
$ 1.99
Proved reserve quantity estimates are subject to numerous uncertainties
inherent in the estimation of proved reserves and in the projection of future rates of production and the timing of development expenditures.
The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment.
Results of subsequent drilling, testing and production may cause either upward or downward revisions of previous estimates. Further,
the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. The process of estimating
quantities of oil and natural gas reserves is very complex, requiring significant subjective decisions in the evaluation of all available
geological, engineering and economic data for each reserve. Consequently, these estimates are expected to change as additional information
becomes available in the future.
As of December 31, 2021 and 2020, all of
the Underlying Properties’ oil and natural gas reserves were attributable to properties within the United States. Proved reserves
attributable to the Trust and related standardized measure valuations are prepared on an accrual basis, which is the basis on which Enduro
and, following the Sale Transaction, the Sponsor, and the Underlying Properties maintain their production records and is different from
the basis on which the Trust production records are computed. The following is a summary of the changes in quantities of proved oil and
natural gas reserves attributable to the Trust for the periods indicated:
Trust Net Profits
Interest
Oil
(1)
(MBbls)
Natural
Gas
(MMcf)
Total
(MBOE)
Balance—January 1, 2020
3,121
14,333
5,510
Extensions and discoveries
12
1,232
217
Revisions of previous estimates
(614 )
(3,093 )
(1,130 )
Income from Net Profits
Interest
(313 )
(1,617 )
(582 )
Balance—December 31, 2020
2,206
10,854
4,015
Extensions and discoveries
270
1,517
523
Revisions of previous estimates
1,182
2,595
1,615
Income from Net Profits
Interest
(586 )
(3,944 )
(1,244 )
Balance—December
31, 2021
3,072
11,022
4,909
Proved
developed reserves:
December 31, 2020
2,206
10,854
4,015
December 31, 2021
2,690
6,617
3,793
Proved
undeveloped reserves:
December 31, 2020
2
4,552
761
December 31, 2021
382
4,405
1,116
(1) Reserves
for natural gas liquids are immaterial and included as a component of oil reserves.
70
PERMIANVILLE ROYALTY
TRUST
UNAUDITED SUPPLEMENTARY
INFORMATION—Continued
Revisions of previous estimates . During
the year ended December 31, 2021, revisions of previous estimates increased oil reserves by 54%, primarily due to an increase in the
average oil price used to estimate future net reserves. The NYMEX average oil price of $66.56 per Bbl used to determine reserves as of
December 31, 2021 was 68% higher than the $39.57 per Bbl average NYMEX oil price as of December 31, 2020.
During the year ended December 31, 2020, revisions
of previous estimates decreased oil reserves by 20%, primarily due to a decrease in the average oil price used to estimate future net
reserves. The NYMEX average oil price of $39.57 per Bbl used to determine reserves as of December 31, 2020 was 29% lower than the $55.69
per Bbl average NYMEX oil price as of December 31, 2019.
Standardized Measure of Discounted Future Net Cash Flows
The standardized measure of discounted future
net cash flows relating to proved oil and natural gas reserves is computed by applying commodity prices used in determining proved reserves
(with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved
reserves less estimated future expenditures (based on year-end costs) to be incurred in developing and producing the proved reserves,
discounted using a rate of 10% per year to reflect the estimated timing of the future cash flows. Future cash inflows were computed
by applying the commodity prices utilized in determining proved reserves to estimated future production. Future production and development
costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at year-end,
based on year-end costs and assuming continuation of existing economic conditions. As the Trust is not subject to federal income taxes,
future income taxes have been excluded.
71
PERMIANVILLE ROYALTY
TRUST
UNAUDITED SUPPLEMENTARY INFORMATION—Continued
The standardized measure of discounted future
net cash flows relating to proved oil and natural gas reserves attributable to the Trust was as follows as of the dates indicated:
December 31,
2021
2020
(in thousands)
Future cash inflows
$ 209,248
$ 74,646
Future production
taxes
(17,326 )
(6,421 )
Future net cash flows
$ 191,922
$ 68,225
10% annual discount
for estimated timing of cash flows
(100,323 )
(35,837 )
Standardized measure
of discounted future net cash flows
$ 91,599
$ 32,388
The changes in standardized measure of discounted
future net cash flows relating to proved oil and natural gas reserves attributable to the Trust for the periods indicated were as follows
(in thousands):
Year Ended December
31,
2021
2020
Extensions, discoveries, and other additions
$ 6,290
$ 880
Accretion of discount
3,239
6,587
Revisions of previous estimates and other
53,879
(42,666 )
Income from Net Profits Interest
(4,197 )
(5,565 )
Change in present value of future net revenues
59,211
(40,764 )
Balance, beginning of period
32,388
73,152
Balance, end of year
$ 91,599
$ 32,388
72
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.