3 unchanged sentences
Cash and cash equivalents
−Removed: Net profits interest in oil and natural
−Removed: gas properties, net
+Added: Net profits interest in oil and natural gas properties, net
LIABILITIES AND TRUST CORPUS
−Removed: Trust corpus (33,000,000 units issued
−Removed: and outstanding)
−Removed: Total liabilities
−Removed: and Trust corpus
+Added: Trust corpus (33,000,000 units issued and outstanding)
+Added: Total liabilities and Trust corpus
The accompanying notes are an integral part of
these financial statements.
−Removed: PERMIANVILLE ROYALTY
+Added: PERMIANVILLE ROYALTY TRUST
Statements of Distributable
−Removed: Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
Income from net profits interest
−Removed: Income from sale of assets
+Added: Income from sale/lease of assets
Interest and investment income
General and administrative expenses
−Removed: Cash reserves used (withheld) for Trust
+Added: Cash reserves (withheld) used for Trust expenses
Distributable income
−Removed: Distributable income per unit (33,000,000
+Added: Distributable income per unit (33,000,000 units)
The accompanying notes are an integral part of
2 unchanged sentences
Statements of Changes in Trust Corpus
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
Trust corpus, beginning of period
−Removed: Cash reserves withheld for Trust expenses
+Added: Cash reserves withheld (used) for Trust expenses
Distributable income
−Removed: Distributions to unitholders ($0.1332 and $0.089 per unit)
+Added: Distributions to unitholders
Amortization of net profits interest
Trust corpus, end of period
+Added: Distributable income per unit (33,000,000 units)
The accompanying notes are
3 unchanged sentences
TRUST ORGANIZATION AND PROVISIONS
−Removed: Permianville Royalty Trust
−Removed: (the “Trust”), previously known as Enduro Royalty Trust, is a Delaware statutory trust formed in May 2011 pursuant to
−Removed: a trust agreement (the “Trust Agreement”) among Enduro Resource Partners LLC (“Enduro”), as trustor, The Bank
−Removed: of New York Mellon Trust Company, N.A.
−Removed: (the “Trustee”), as trustee, and Wilmington Trust Company (the “Delaware Trustee”),
−Removed: as Delaware Trustee.
−Removed: The Trust was created to
−Removed: acquire and hold for the benefit of the Trust unitholders a net profits interest representing the right to receive 80% of the net profits
−Removed: from the sale of oil and natural gas production from certain properties in the states of Texas, Louisiana and New Mexico held by Enduro
−Removed: as of the date of the conveyance of the net profits interest to the Trust (the “Net Profits Interest”).
−Removed: The properties in
−Removed: which the Trust holds the Net Profits Interest are referred to as the “Underlying Properties.”
−Removed: In connection with the closing
−Removed: of the initial public offering in November 2011, Enduro contributed the Net Profits Interest to the Trust in exchange for 33,000,000
−Removed: units of beneficial interest in the Trust (the “Trust Units”).
+Added: Permianville Royalty Trust (the “Trust”),
+Added: previously known as Enduro Royalty Trust, is a Delaware statutory trust formed in May 2011 pursuant to a trust agreement (the “Trust
+Added: Agreement”) among Enduro Resource Partners LLC (“Enduro”), as trustor, The Bank of New York Mellon Trust Company, N.A.
+Added: (the “Trustee”), as trustee, and Wilmington Trust Company (the “Delaware Trustee”), as Delaware Trustee.
+Added: The Trust was created to acquire and hold for
+Added: the benefit of the Trust unitholders a net profits interest representing the right to receive 80% of the net profits from the sale of
+Added: oil and natural gas production from certain properties in the states of Texas, Louisiana and New Mexico held by Enduro as of the date
+Added: of the conveyance of the net profits interest to the Trust (the “Net Profits Interest”).
+Added: The properties in which the Trust
+Added: holds the Net Profits Interest are referred to as the “Underlying Properties.”
+Added: In connection with the closing of the initial
+Added: public offering in November 2011, Enduro contributed the Net Profits Interest to the Trust in exchange for 33,000,000 units of beneficial
+Added: interest in the Trust (the “Trust Units”).
On August 31, 2018, COERT Holdings 1 LLC (“COERT”
−Removed: or the “Sponsor”) acquired from Enduro the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the
−Removed: “Sale Transaction”).
−Removed: In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Trust
−Removed: Agreement and other instruments to which Enduro and the Trustee were parties.
−Removed: As of March 31, 2023, the Sponsor owned 7,517,942
−Removed: Trust Units, or 23% of the issued and outstanding Trust Units.
−Removed: The Net Profits Interest
−Removed: is passive in nature and neither the Trust nor the Trustee has any management control over or responsibility for costs relating to the
−Removed: operation of the Underlying Properties.
+Added: or the “Sponsor”)
+Added: acquired from Enduro the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the “Sale Transaction”).
+Added: In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Trust Agreement and other instruments
+Added: to which Enduro and the Trustee were parties.
+Added: As of June 30, 2023, the Sponsor owned 7,517,942 Trust Units, or 23% of the issued
+Added: and outstanding Trust Units.
+Added: The Net Profits Interest is passive in nature
+Added: and neither the Trust nor the Trustee has any management control over or responsibility for costs relating to the operation of the Underlying
The Amended and Restated Trust Agreement provides, among other provisions, that:
24 unchanged sentences
the Net Profits Interest;
−Removed: annual cash proceeds received by the Trust attributable to the Net Profits Interest are less
−Removed: than $2 million for each of any two consecutive years;
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
+Added: annual cash proceeds received by the Trust attributable to the Net Profits Interest are less
+Added: than $2 million for each of any two consecutive years;
holders of at least 75% of the outstanding Trust Units vote in favor of dissolution;
1 unchanged sentence
BASIS OF PRESENTATION
−Removed: The Statement of Assets,
−Removed: Liabilities and Trust Corpus as of December 31, 2022, which has been derived from audited financial statements, and the unaudited
−Removed: interim financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 have been prepared
−Removed: pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
−Removed: Accordingly, certain information
−Removed: and disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations.
−Removed: Therefore, these financial statements should be read in conjunction with the financial statements and notes thereto included in the Trust’s
−Removed: Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”).
−Removed: In the opinion of the Trustee,
−Removed: the accompanying unaudited financial statements reflect all adjustments, consisting only of normal, recurring, that are necessary for
−Removed: a fair presentation of the interim periods presented and include all the disclosures necessary to make the information presented not
−Removed: These interim results are not necessarily indicative of results for a full year.
−Removed: The preparation of financial
−Removed: statements requires the Trustee to make estimates and assumptions that affect reported amounts of assets and liabilities and the reported
−Removed: amounts of revenues and expenses during the reporting period.
−Removed: Although the Trustee believes that these estimates are reasonable, actual
−Removed: results could differ from those estimates.
−Removed: The Trust uses the modified
−Removed: cash basis of accounting to report Trust receipts of income from the Net Profits Interest and payments of expenses incurred.
−Removed: Profits Interest represents the right to receive revenues (oil and natural gas sales), less direct operating expenses (lease operating
−Removed: expenses and production and property taxes) and development expenses of the Underlying Properties, multiplied by 80%.
−Removed: Cash distributions
−Removed: 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
−Removed: Under the terms of the Conveyance,
−Removed: the monthly Net Profits Interest calculation includes oil and natural gas revenues received during the relevant month.
−Removed: Monthly operating
−Removed: expenses and capital expenditures represent estimated incurred expenses and, as a result, represent accrued expenses as well as expenses
−Removed: paid during the period.
−Removed: The financial statements
−Removed: of the Trust are prepared on the following basis:
−Removed: (a) Income from Net
−Removed: Profits Interest is recorded when distributions are received by the Trust;
−Removed: (b) Distributions to
−Removed: Trust unitholders are recorded when paid by the Trust;
−Removed: (c) Trust general and
−Removed: administrative expenses (which includes the Trustee’s fees as well as accounting, engineering, legal, and other professional fees)
−Removed: are recorded when paid;
−Removed: (d) Cash reserves for
−Removed: Trust expenses may be established by the Trustee for certain future expenditures that would not be recorded as contingent liabilities
−Removed: under accounting principles generally accepted in the United States of America (“GAAP”);
−Removed: (e) Amortization of
−Removed: the Net Profits Interest in oil and natural gas properties is calculated on a unit-of-production basis and is charged directly to the
−Removed: Trust corpus;
+Added: The Statement of Assets, Liabilities and Trust
+Added: Corpus as of December 31, 2022, which has been derived from audited financial statements, and the unaudited interim financial statements
+Added: as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 have been prepared pursuant to the rules and
+Added: regulations of the Securities and Exchange Commission (“SEC”).
+Added: Accordingly, certain information and disclosures normally
+Added: included in annual financial statements have been condensed or omitted pursuant to those rules and regulations.
+Added: Therefore, these
+Added: financial statements should be read in conjunction with the financial statements and notes thereto included in the Trust’s Annual
+Added: Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”).
+Added: In the opinion of the Trustee, the accompanying
+Added: unaudited financial statements reflect all adjustments, consisting only of normal, recurring, that are necessary for a fair presentation
+Added: of the interim periods presented and include all the disclosures necessary to make the information presented not misleading.
+Added: These interim
+Added: results are not necessarily indicative of results for a full year.
+Added: The preparation of financial statements requires
+Added: the Trustee to make estimates and assumptions that affect reported amounts of assets and liabilities and the reported amounts of revenues
+Added: and expenses during the reporting period.
+Added: Although the Trustee believes that these estimates are reasonable, actual results could differ
+Added: from those estimates.
+Added: The Trust uses the modified cash basis of accounting
+Added: to report Trust receipts of income from the Net Profits Interest and payments of expenses incurred.
+Added: The Net Profits Interest represents
+Added: the right to receive revenues (oil and natural gas sales), less direct operating expenses (lease operating expenses and production and
+Added: property taxes) and development expenses of the Underlying Properties, multiplied by 80%.
+Added: Cash distributions of the Trust are made based
+Added: on the amount of cash received by the Trust pursuant to terms of the Conveyance creating the Net Profits Interest.
+Added: Under the terms of the Conveyance, the monthly
+Added: Net Profits Interest calculation includes oil and natural gas revenues received during the relevant month.
+Added: Monthly operating expenses
+Added: and capital expenditures represent estimated incurred expenses and, as a result, represent accrued expenses as well as expenses paid
+Added: during the period.
+Added: The financial statements of the Trust are prepared
+Added: on the following basis:
+Added: (a) Income from Net Profits Interest is recorded when distributions are
+Added: received by the Trust;
+Added: (b) Distributions to Trust unitholders are recorded when paid by the Trust;
+Added: (c) Trust general and administrative expenses (which includes the Trustee’s
+Added: fees as well as accounting, engineering, legal, and other professional fees) are recorded
+Added: (d) Cash reserves for Trust expenses may be established by the Trustee for
+Added: certain future expenditures that would not be recorded as contingent liabilities under accounting
+Added: principles generally accepted in the United States of America (“GAAP”);
+Added: (e) Amortization of the Net Profits Interest in oil and natural gas properties
+Added: is calculated on a unit-of-production basis and is charged directly to the Trust corpus;
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
−Removed: (f) The Net Profits
−Removed: Interest in oil and natural gas properties is periodically assessed whenever events or circumstances indicate that the aggregate value
−Removed: may have been impaired below its total capitalized cost based on the Underlying Properties.
−Removed: If an impairment loss is indicated by the
−Removed: carrying amount of the assets exceeding the sum of the undiscounted expected future net cash flows of the Net Profits Interest, then
−Removed: an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value determined
−Removed: using discounted cash flows.
+Added: (f) The Net Profits Interest in oil and natural gas properties is periodically
+Added: assessed whenever events or circumstances indicate that the aggregate value may have been
+Added: impaired below its total capitalized cost based on the Underlying Properties.
+Added: If an impairment
+Added: loss is indicated by the carrying amount of the assets exceeding the sum of the undiscounted
+Added: expected future net cash flows of the Net Profits Interest, then an impairment loss is recognized
+Added: for the amount by which the carrying amount of the asset exceeds its estimated fair value
+Added: determined using discounted cash flows.
Any impairment is a direct charge to the Trust Corpus.
9 unchanged sentences
to be the most meaningful because monthly distributions to the Trust unitholders are based on net cash receipts.
−Removed: This comprehensive basis
−Removed: of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting
−Removed: Bulletin Topic 12:E, Financial Statements of Royalty Trusts .
+Added: This comprehensive basis of accounting other than
+Added: GAAP corresponds to the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial
+Added: Statements of Royalty Trusts .
NET PROFITS INTEREST IN OIL AND NATURAL GAS PROPERTIES
−Removed: The Net Profits Interest
−Removed: in oil and natural gas properties was recorded at its fair value on the date of conveyance.
−Removed: Amortization of the Net Profits Interest
−Removed: in oil and natural gas properties is calculated on a unit-of-production basis based on the Underlying Properties’
−Removed: production and
−Removed: The reserves upon which the amortization rate is based are quantity estimates that are subject to numerous uncertainties inherent
−Removed: in the estimation of proved reserves.
−Removed: The volumes considered to be commercially recoverable fluctuate with changes in commodity prices
−Removed: and operating costs.
+Added: The Net Profits Interest in oil and natural gas
+Added: properties was recorded at its fair value on the date of conveyance.
+Added: Amortization of the Net Profits Interest in oil and natural gas
+Added: properties is calculated on a unit-of-production basis based on the Underlying Properties’
+Added: production and reserves.
+Added: upon which the amortization rate is based are quantity estimates that are subject to numerous uncertainties inherent in the estimation
+Added: of proved reserves.
+Added: 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.
−Removed: Downward revisions
−Removed: in proved reserves may result in an increased rate of amortization.
−Removed: Amortization is charged directly to the Trust corpus balance and
−Removed: does not affect the distributable income of the Trust.
−Removed: Accumulated amortization as of March 31, 2023 and December 31, 2022
−Removed: was $298,607,686 and $297,449,526, respectively.
−Removed: The Net Profits Interest
−Removed: is periodically assessed for impairment whenever events or circumstances indicate that the current fair value based on expected future
−Removed: cash flows of the Underlying Properties may be less than the carrying value of the Net Profits Interest.
−Removed: While the Trust did not record
−Removed: an impairment during the three months ended March 31, 2023 or 2022, future downward revisions in actual production volumes relative
−Removed: to current forecasts, higher than expected operating costs, or lower than anticipated commodity prices could result in recognition of
−Removed: impairment in future periods.
+Added: Downward revisions in proved reserves
+Added: may result in an increased rate of amortization.
+Added: Amortization is charged directly to the Trust corpus balance and does not affect the
+Added: distributable income of the Trust.
+Added: Accumulated amortization as of June 30, 2023 and December 31, 2022 was $299,725,266 and
+Added: $297,449,526, respectively.
+Added: The Net Profits Interest is periodically assessed
+Added: for impairment whenever events or circumstances indicate that the current fair value based on expected future cash flows of the Underlying
+Added: Properties may be less than the carrying value of the Net Profits Interest.
+Added: While the Trust did not record an impairment during the six
+Added: months ended June 30, 2023 or 2022, future downward revisions in actual production volumes relative to current forecasts, higher
+Added: than expected operating costs, or lower than anticipated commodity prices could result in recognition of impairment in future periods.
Federal Income Taxes
−Removed: For federal income tax purposes,
−Removed: the Trust is a grantor trust and therefore is not subject to tax at the trust level.
−Removed: Trust unitholders are treated as owning a direct
−Removed: 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
−Removed: attributable to the assets of the Trust and entitled to claim his or her pro rata share of the deductions and expenses attributable to
−Removed: the assets of the Trust.
−Removed: The income of the Trust is deemed to have been received or accrued by each unitholder at the time such income
−Removed: is received or accrued by the Trust rather than when distributed by the Trust.
−Removed: The deductions of the Trust
−Removed: consist of severance taxes and administrative expenses.
−Removed: In addition, each unitholder is entitled to depletion deductions because the
−Removed: Net Profits Interest constitutes “economic interests”
−Removed: in oil and natural gas properties for federal income tax purposes.
−Removed: Each unitholder is entitled to amortize the cost of the Trust Units through cost depletion over the life of the Net Profits Interest
−Removed: or, if greater, through percentage depletion.
−Removed: Unlike cost depletion, percentage depletion is not limited to a unitholder’s depletable
−Removed: tax basis in the Trust Units.
−Removed: Rather, a unitholder could be entitled to percentage depletion as long as the applicable Underlying Properties
−Removed: generate gross income.
+Added: For federal income tax purposes, the Trust is
+Added: a grantor trust and therefore is not subject to tax at the trust level.
+Added: Trust unitholders are treated as owning a direct interest in
+Added: 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
+Added: 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
+Added: of the Trust.
+Added: The income of the Trust is deemed to have been received or accrued by each unitholder at the time such income is received
+Added: or accrued by the Trust rather than when distributed by the Trust.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
−Removed: Some Trust Units are held
−Removed: by a middleman, as such term is broadly defined in U.S.
−Removed: Treasury Regulations (and includes custodians, nominees, certain joint owners,
−Removed: and brokers holding an interest for a custodian in street name).
−Removed: Therefore, the Trustee considers the Trust to be a non-mortgage widely
−Removed: held fixed investment trust (“WHFIT”) for U.S.
+Added: The deductions of the Trust consist of severance
+Added: taxes and administrative expenses.
+Added: In addition, each unitholder is entitled to depletion deductions because the Net Profits Interest
+Added: constitutes “economic interests”
+Added: in oil and natural gas properties for federal income tax purposes.
+Added: Each unitholder is entitled
+Added: to amortize the cost of the Trust Units through cost depletion over the life of the Net Profits Interest or, if greater, through percentage
+Added: Unlike cost depletion, percentage depletion is not limited to a unitholder’s depletable tax basis in the Trust Units.
+Added: Rather, a unitholder could be entitled to percentage depletion as long as the applicable Underlying Properties generate gross income.
+Added: Some Trust Units are held by a middleman, as such
+Added: term is broadly defined in U.S.
+Added: Treasury Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an
+Added: interest for a custodian in street name).
+Added: Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment
+Added: trust (“WHFIT”) for U.S.
federal income tax purposes.
−Removed: The Bank of New York Mellon Trust Company, N.A.,
−Removed: 601 Travis, 16 th Floor, Houston, Texas 77002, telephone number (512) 236-6545, is the representative of the Trust that will
−Removed: provide tax information in accordance with applicable U.S.
−Removed: Treasury Regulations governing the information reporting requirements of the
−Removed: Trust as a WHFIT.
−Removed: Tax information is also posted by the Trustee at www.permianvilleroyaltytrust.com .
−Removed: Notwithstanding the foregoing,
−Removed: the middlemen holding units on behalf of unitholders, and not the Trustee of the Trust, are solely responsible for complying with the
−Removed: information reporting requirements under the U.S.
−Removed: Treasury Regulations with respect to such units, including the issuance of IRS Forms
−Removed: 1099 and certain written tax statements.
−Removed: Unitholders whose units are held by middlemen should consult with such middlemen regarding the
−Removed: information that will be reported to them by the middlemen with respect to the Trust Units.
−Removed: The tax consequences to
−Removed: a unitholder of ownership of Trust Units will depend in part on the unitholder’s tax circumstances.
−Removed: Unitholders should consult
−Removed: their tax advisors about the federal tax consequences relating to owning the Trust Units.
−Removed: The Trust’s revenues
−Removed: are from sources in the states of Louisiana, New Mexico, and Texas.
−Removed: Because it distributes all of its net income to unitholders, the
−Removed: Trust is not taxed at the trust level in Louisiana or New Mexico.
−Removed: Although the Trust does not owe tax, the Trustee is required to
−Removed: file a return with Louisiana reflecting the income and deductions of the Trust attributable to properties located in that state.
−Removed: Louisiana and New Mexico tax nonresident income from real property located within that state.
−Removed: Louisiana and New Mexico impose a corporate
−Removed: income tax which may apply to unitholders organized as corporations.
−Removed: Texas does not impose a
−Removed: state income tax, so the Trust’s income is not subject to income tax at the trust level in Texas.
−Removed: Texas imposes a franchise tax
−Removed: at a rate of 0.75% on gross revenues less certain deductions for returns originally due on or after January 1, 2016, as specifically
−Removed: set forth in the Texas franchise tax statutes.
+Added: The Bank of New York Mellon Trust Company, N.A., 601 Travis, 16 th
+Added: Floor, Houston, Texas 77002, telephone number (512) 236-6545, is the representative of the Trust that will provide tax information
+Added: in accordance with applicable U.S.
+Added: Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT.
+Added: information is also posted by the Trustee at www.permianvilleroyaltytrust.com .
+Added: Notwithstanding the foregoing, the middlemen holding
+Added: units on behalf of unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting
+Added: requirements under the U.S.
+Added: Treasury Regulations with respect to such units, including the issuance of IRS Forms 1099 and certain
+Added: written tax statements.
+Added: Unitholders whose units are held by middlemen should consult with such middlemen regarding the information that
+Added: will be reported to them by the middlemen with respect to the Trust Units.
+Added: The tax consequences to a unitholder of ownership
+Added: of Trust Units will depend in part on the unitholder’s tax circumstances.
+Added: Unitholders should consult their tax advisors about the
+Added: federal tax consequences relating to owning the Trust Units.
+Added: The Trust’s revenues are from sources in
+Added: the states of Louisiana, New Mexico, and Texas.
+Added: Because it distributes all of its net income to unitholders, the Trust is not taxed at
+Added: the trust level in Louisiana or New Mexico.
+Added: Although the Trust does not owe tax, the Trustee is required to file a return with Louisiana
+Added: reflecting the income and deductions of the Trust attributable to properties located in that state.
+Added: Presently, Louisiana and New Mexico
+Added: tax nonresident income from real property located within that state.
+Added: Louisiana and New Mexico impose a corporate income tax which may
+Added: apply to unitholders organized as corporations.
+Added: Texas does not impose a state income tax, so the
+Added: Trust’s income is not subject to income tax at the trust level in Texas.
+Added: Texas imposes a franchise tax at a rate of 0.75% on gross
+Added: revenues less certain deductions for returns originally due on or after January 1, 2016, as specifically set forth in the Texas
+Added: franchise tax statutes.
Entities subject to tax generally include trusts unless otherwise exempt.
−Removed: receive at least 90% of their federal gross income from designated passive sources, including royalties from mineral properties and other
−Removed: income from other non-operating mineral interests, and do not receive more than 10% of their income from operating an active trade or
−Removed: business, generally are exempt from the Texas franchise tax as “passive entities.”
−Removed: Although the Trust is intended to be exempt
−Removed: from Texas franchise tax at the trust level as a passive entity, each unitholder that is considered a taxable entity under the Texas
−Removed: franchise tax would generally be required to include its portion of Trust net income in its own Texas franchise tax computation.
−Removed: Each unitholder should consult
−Removed: his or her own tax advisor regarding state tax requirements, if any, applicable to such person’s ownership of Trust Units.
+Added: Trusts that receive at least 90% of
+Added: their federal gross income from designated passive sources, including royalties from mineral properties and other income from other non-operating
+Added: mineral interests, and do not receive more than 10% of their income from operating an active trade or business, generally are exempt
+Added: from the Texas franchise tax as “passive entities.”
+Added: Although the Trust is intended to be exempt from Texas franchise tax
+Added: at the trust level as a passive entity, each unitholder that is considered a taxable entity under the Texas franchise tax would generally
+Added: be required to include its portion of Trust net income in its own Texas franchise tax computation.
+Added: Each unitholder should consult his or her own
+Added: tax advisor regarding state tax requirements, if any, applicable to such person’s ownership of Trust Units.
DISTRIBUTIONS TO UNITHOLDERS
11 unchanged sentences
NOTES TO FINANCIAL STATEMENTS
−Removed: The following table provides
−Removed: information regarding the Trust’s distributions per unit paid during the periods indicated:
+Added: The following table provides information regarding
+Added: the Trust’s distributions per unit paid during the periods indicated:
Declaration Date
−Removed: Three Months Ended March 31, 2023:
+Added: Six Months Ended June 30, 2023:
December 16, 2022
7 unchanged sentences
March 13, 2023
+Added: March 16, 2023
+Added: March 31, 2023
+Added: April 14, 2023
+Added: April 17, 2023
+Added: April 28, 2023
+Added: June 14, 2023
Year to Date –
−Removed: Three Months Ended March 31, 2022:
+Added: Six Months Ended June 30, 2022:
December 17, 2021
7 unchanged sentences
March 14, 2022
+Added: March 18, 2022
+Added: March 31, 2022
+Added: April 14, 2022
+Added: April 18, 2022
+Added: April 29, 2022
+Added: June 14, 2022
Year to Date –
−Removed: Under the terms of the Trust
−Removed: 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.
−Removed: During each of the three-month periods ended March 31, 2023 and 2022, the Trust paid $50,000 to the Trustee and $0 to the Delaware
−Removed: Trustee pursuant to the terms of the Trust Agreement.
+Added: Under the terms of the Trust Agreement, the Trust
+Added: pays an administrative fee of $200,000 per year to the Trustee and an annual fee of $2,000 to the Delaware Trustee.
+Added: During each of the
+Added: three-and six-month periods ended June 30, 2023 and 2022, the Trust paid $100,000 to the Trustee and $0 to the Delaware Trustee
+Added: pursuant to the terms of the Trust Agreement.
SUBSEQUENT EVENTS
Distributions Paid or Declared
−Removed: On April 14, 2023, a
−Removed: distribution of $0.019350 per unit, which was declared on March 16, 2023, was paid to Trust unitholders of record as of March 31,
−Removed: On April 17, 2023, the
−Removed: Trust declared a distribution of $0.030000 per unit to unitholders of record as of April 28, 2023.
−Removed: The distribution was paid to
−Removed: unitholders on May 12, 2023.
−Removed: Proposed Property Divestitures
−Removed: On May 3, 2023, the
−Removed: Sponsor notified the Trustee that the Sponsor had entered into an agreement to divest certain acreage and associated production in the
−Removed: Permian Basin (the “Divestiture Properties”) that constitute part of the Underlying Properties and are therefore burdened
−Removed: by the Trust’s Net Profits Interest, for a total purchase price of approximately $6.7 million.
−Removed: Accordingly, the Sponsor will seek,
−Removed: through a vote at a special meeting of unitholders, unitholder approval of the release of the Net Profits Interest with respect to the
−Removed: Divestiture Properties.
−Removed: If the transactions are approved, unitholders will receive 80% of the net proceeds of the sale of the Divestiture
−Removed: The income from net profits interest from the Divestiture Properties has not been significant historically and represented
−Removed: less than 6% and less than 5% of total proved reserves attributable to the Trust and the PV-10 of the Underlying Properties at December 31,
−Removed: 2022, respectively.
−Removed: The Divestiture Properties are being acquired by the Operator of the Divestiture Properties, whom the Sponsor views
−Removed: as the most logical acquirer.
−Removed: On May 12, 2023, the
−Removed: Trust filed a preliminary proxy statement with the SEC with respect to a special meeting of unitholders to be held in 2023 for the purpose
−Removed: of considering and acting on proposals to approve:
−Removed: transaction pursuant to which (a) the Sponsor will sell its interests in the Divestiture
−Removed: Properties, (b) the Trust will release the related Net Profits Interest associated with
−Removed: the Divestiture Properties, and (c) the net proceeds received by the Trust with respect
−Removed: to such sale will be distributed to the Trust unitholders;
+Added: On July 14, 2023, a distribution of $0.012500
+Added: per unit, which was declared on June 16, 2023, was paid to Trust unitholders of record as of June 30, 2023.
+Added: On July 17, 2023, the Trust declared a distribution
+Added: of $0.053500 per unit to Trust unitholders of record as of July 31, 2023.
+Added: The distribution will be paid to Trust unitholders on
+Added: August 14, 2023.
+Added: Non-producing Property Divestiture
+Added: In May 2023, the Sponsor sold approximately
+Added: $0.3 million in non-producing, non-cash flowing acreage to a private oil company, free and clear of the Net Profits Interest, as permitted
+Added: under the Trust Agreement.
+Added: The proceeds from this sale attributable to the Trust’s 80% Net Profits Interest, or approximately $240,000, will be included in
+Added: the distribution that will be paid to Trust unitholders on August 14, 2023.
PERMIANVILLE ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
−Removed: to the Trust Agreement to raise certain threshold requirements for a vote of Trust unitholders
−Removed: in connection with similar future transactions;
−Removed: to the Conveyance to raise certain threshold requirements for a vote of Trust unitholders
−Removed: in connection with similar future transactions;
−Removed: adjournment of the special meeting, if necessary or appropriate, to permit solicitation of
−Removed: additional proxies in favor of the above proposals.
−Removed: The Trustee makes no recommendation
−Removed: regarding any of the foregoing proposals.
−Removed: Unitholders should review carefully the definitive proxy statement that will be filed with
−Removed: the SEC with respect to the special meeting, when it becomes available, because it will contain important information about the release
−Removed: of the Trust’s Net Profits Interest with respect to the Divestiture Properties in connection with the proposed transaction.
+Added: Sale of Divestiture Properties
+Added: May 3, 2023, the Sponsor notified the Trustee that the Sponsor had entered into an agreement to divest certain acreage and associated
+Added: production in the Permian Basin (the “Divestiture Properties”) that constituted part of the Underlying Properties and were
+Added: therefore burdened by the Trust’s Net Profits Interest, for a total purchase price of approximately $6.7 million.
+Added: 2023, at a special meeting of Trust unitholders, the unitholders approved the foregoing transaction and the release of the Trust’s
+Added: Net Profits Interest in the Divestiture Properties.
+Added: On August 9, 2023, the Sponsor completed the sale of the Divestiture Properties.
+Added: The total proceeds received by the Sponsor from the Divestiture Properties, after preliminary closing adjustments, were approximately
+Added: $6.5 million, inclusive of the escrow funded by the buyer and partial expense reimbursement associated with the proxy solicitation.
+Added: The Sponsor will deduct final transaction expenses from the sales proceeds, along with an escrow amount of $250,000 to cover possible
+Added: indemnification obligations under the purchase and sale agreement (the “Indemnification Escrow Amount”), to arrive at final
+Added: net proceeds, based upon the Trust’s 80% Net Profits Interest.
+Added: The Sponsor will set a record date and the special distribution,
+Added: reflecting 50% of the Trust’s share of the net proceeds, will be paid to Trust unitholders on or before September 22, 2023.
+Added: The remaining 50% of the Trust’s share of the net proceeds will be temporarily retained by the Sponsor as a source of payment of
+Added: the Trust’s proportionate share of any post-closing purchase price adjustments, with any amount remaining (less any amounts in
+Added: dispute) after such adjustments to be paid to the Trust within five business days after finalization of the settlement statement (which
+Added: is expected to occur within 90 days following the closing of the sale) and included in a distribution to unitholders.
+Added: Within 12 months
+Added: after the closing of the sale, any remaining amount from the Indemnification Escrow Amount (less any amounts in dispute) will be released
+Added: to the Trust and included in a distribution to unitholders.
Trustee’s Discussion and Analysis of Financial Condition
1 unchanged sentence
References to the “Trust”
−Removed: in this document refer to Permianville Royalty Trust, previously known as Enduro Royalty Trust, while references to “COERT”
−Removed: or the “Sponsor”
+Added: document refer to Permianville Royalty Trust, previously known as Enduro Royalty Trust, while references to “COERT”
+Added: “Sponsor”
in this document refer to COERT Holdings 1 LLC.
References to “Enduro”
−Removed: in this document refer
−Removed: to Enduro Resource Partners LLC, the original sponsor of the Trust.
−Removed: The following review of the Trust’s financial condition and
−Removed: results of operations should be read in conjunction with the financial statements and notes thereto, as well as Management’s Discussion
−Removed: and Analysis of Financial Condition and Results of Operations contained in the Trust’s 2022 Annual Report on Form 10-K.
−Removed: Trust’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other filings
−Removed: with the SEC are available on the SEC’s website at www.sec.gov .
+Added: in this document refer to Enduro
+Added: Resource Partners LLC, the original sponsor of the Trust.
+Added: The following review of the Trust’s financial condition and results of
+Added: operations should be read in conjunction with the financial statements and notes thereto, as well as Management’s Discussion and
+Added: Analysis of Financial Condition and Results of Operations contained in the Trust’s 2022 Annual Report on Form 10-K.
+Added: The Trust’s
+Added: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other filings with the
+Added: SEC are available on the SEC’s website at www.sec.gov .
Forward-Looking Statements
−Removed: This Form 10-Q includes
−Removed: “forward-looking statements”
−Removed: within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
−Removed: of the Securities Exchange Act of 1934, as amended.
−Removed: All statements other than statements of historical fact included in this Form 10-Q,
−Removed: including without limitation the statements under this “Trustee’s Discussion and Analysis of Financial Condition and Results
−Removed: of Operations”
+Added: This Form 10-Q includes “forward-looking
+Added: statements”
+Added: within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
+Added: Exchange Act of 1934, as amended.
+Added: All statements other than statements of historical fact included in this Form 10-Q, including
+Added: without limitation the statements under this “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations”
are forward-looking statements.
−Removed: Such statements may be influenced by factors that could cause actual outcomes and
−Removed: results to differ materially from those projected.
+Added: Such statements may be influenced by factors that could cause actual outcomes and results to differ materially
+Added: from those projected.
No assurance can be given that such expectations will prove to have been correct.
−Removed: When used in this document, the words “believes,”
+Added: When used in this document, the
+Added: words “believes,”
“expects,”
1 unchanged sentence
“intends”
−Removed: or similar expressions are intended to identify such forward-looking statements.
−Removed: The following important factors, in addition to those
−Removed: discussed elsewhere in this Form 10-Q, in the Trust’s 2022 Annual Report on Form 10-K and the Trust’s other filings
−Removed: with the SEC could affect the future results of the energy industry in general, and COERT and the Trust in particular, and could cause
−Removed: actual results to differ materially from those expressed in such forward-looking statements:
−Removed: risks associated with the drilling and operation of oil and natural
−Removed: the amount of future direct operating expenses and development
+Added: or similar expressions are intended
+Added: to identify such forward-looking statements.
+Added: The following important factors, in addition to those discussed elsewhere in this Form 10-Q,
+Added: in the Trust’s 2022 Annual Report on Form 10-K and the Trust’s other filings with the SEC could affect the future results
+Added: of the energy industry in general, and COERT and the Trust in particular, and could cause actual results to differ materially from those
+Added: expressed in such forward-looking statements:
+Added: associated with the drilling and operation of oil and natural gas wells;
+Added: amount of future direct operating expenses and development expenses;
health concerns, including the COVID-19 pandemic;
actions of the Organization of Petroleum Exporting Countries;
−Removed: the armed conflict between Russia and Ukraine and the potential
−Removed: destabilizing effect such conflict may pose for the global oil and gas markets;
−Removed: the effect of existing and future laws and regulatory actions;
−Removed: the effect of changes in commodity prices or alternative fuel
−Removed: the prohibition on the Trust’s entry into any new hedging
−Removed: arrangements under the terms of the Conveyance;
−Removed: conditions in the capital markets;
−Removed: competition from others in the energy industry;
−Removed: climate change and the potential impact on fossil fuels;
−Removed: uncertainty of estimates of oil and natural gas reserves and
−Removed: cost inflation.
−Removed: You should not place undue
−Removed: reliance on these forward-looking statements.
+Added: armed conflict between Russia and Ukraine and the potential destabilizing effect such conflict
+Added: may pose for the global oil and gas markets;
+Added: effect of existing and future laws and regulatory actions;
+Added: effect of changes in commodity prices or alternative fuel prices;
+Added: prohibition on the Trust’s entry into any new hedging arrangements under the terms
+Added: of the Conveyance;
+Added: in the capital markets;
+Added: · changes in interest rates;
+Added: · competition
+Added: from others in the energy industry;
+Added: change and the potential impact on fossil fuels;
+Added: · uncertainty
+Added: of estimates of oil and natural gas reserves and production;
+Added: You should not place undue reliance on these forward-looking
All forward-looking statements speak only as of the date of this Form 10-Q.
−Removed: does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances
−Removed: after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, unless the securities laws require the Trust
−Removed: This Form 10-Q describes
−Removed: other important factors that could cause actual results to differ materially from expectations of the Sponsor and the Trust.
−Removed: All forward-looking
−Removed: statements in this report and all subsequent written and oral forward-looking statements attributable to the Sponsor or the Trust or
−Removed: persons acting on behalf of the Sponsor or the Trust are expressly qualified in their entirety by such factors.
−Removed: The Trust assumes no
−Removed: obligation, and disclaims any duty, to update these forward-looking statements.
−Removed: Permianville Royalty Trust,
−Removed: a statutory trust created in May 2011, completed its initial public offering in November 2011.
−Removed: The Trust’s only asset
−Removed: 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
−Removed: production from the Underlying Properties.
−Removed: The Net Profits Interest is passive in nature and neither the Trust nor the Trustee has any
−Removed: management control over or responsibility for costs relating to the operation of the Underlying Properties.
−Removed: Additionally, third parties
−Removed: operate substantially all of the wells on the Underlying Properties and, therefore, the Sponsor is not in a position to control the timing
−Removed: of development efforts, associated costs, or the rate of production of the reserves.
−Removed: On August 31, 2018,
−Removed: COERT completed the acquisition from Enduro of the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the
−Removed: “Sale Transaction”).
−Removed: In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Amended
−Removed: and Restated Trust Agreement of the Trust and other instruments to which Enduro and the Trustee were parties.
−Removed: The Trust is required to
−Removed: make monthly cash distributions of substantially all of its monthly cash receipts, after deducting the Trust’s administrative expenses,
−Removed: to the holders of Trust Units as of the applicable record date (generally the last business day of each calendar month) on or before
−Removed: the 10 th business day after the record date.
−Removed: The Net Profits Interest is entitled to a share of the profits from and after
−Removed: July 1, 2011 attributable to production occurring on or after June 1, 2011.
−Removed: The amount of Trust revenues and cash distributions
−Removed: to Trust unitholders depends on, among other things:
−Removed: · oil and natural gas sales prices;
−Removed: · volumes of oil and natural gas produced and sold attributable
−Removed: to the Underlying Properties;
−Removed: · production and development costs;
−Removed: · price differentials;
−Removed: · potential reductions or suspensions of production;
−Removed: · the amount and timing of Trust administrative expenses;
+Added: The Trust does not undertake any obligation
+Added: to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this Form 10-Q
+Added: or to reflect the occurrence of unanticipated events, unless the securities laws require the Trust to do so.
+Added: This Form 10-Q describes other important
+Added: factors that could cause actual results to differ materially from expectations of the Sponsor and the Trust.
+Added: All forward-looking statements
+Added: in this report and all subsequent written and oral forward-looking statements attributable to the Sponsor or the Trust or persons acting
+Added: on behalf of the Sponsor or the Trust are expressly qualified in their entirety by such factors.
+Added: The Trust assumes no obligation, and
+Added: disclaims any duty, to update these forward-looking statements.
+Added: Permianville Royalty Trust, a statutory trust
+Added: created in May 2011, completed its initial public offering in November 2011.
+Added: The Trust’s only asset and source of income
+Added: is the Net Profits Interest, which entitles the Trust to receive 80% of the net profits from oil and natural gas production from the
+Added: Underlying Properties.
+Added: The Net Profits Interest is passive in nature and neither the Trust nor the Trustee has any management control
+Added: over or responsibility for costs relating to the operation of the Underlying Properties.
+Added: Additionally, third parties operate substantially
+Added: all of the wells on the Underlying Properties and, therefore, the Sponsor is not in a position to control the timing of development efforts,
+Added: associated costs, or the rate of production of the reserves.
+Added: On August 31, 2018, COERT completed the acquisition
+Added: from Enduro of the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the “Sale Transaction”).
+Added: In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Amended and Restated Trust Agreement
+Added: of the Trust and other instruments to which Enduro and the Trustee were parties.
+Added: The Trust is required to make monthly cash distributions
+Added: of substantially all of its monthly cash receipts, after deducting the Trust’s administrative expenses, to the holders of Trust
+Added: Units as of the applicable record date (generally the last business day of each calendar month) on or before the 10 th business
+Added: day after the record date.
+Added: The Net Profits Interest is entitled to a share of the profits from and after July 1, 2011 attributable
+Added: to production occurring on or after June 1, 2011.
+Added: The amount of Trust revenues and cash distributions to Trust unitholders depends
+Added: on, among other things:
+Added: and natural gas sales prices;
+Added: of oil and natural gas produced and sold attributable to the Underlying Properties;
+Added: and development costs;
+Added: differentials;
+Added: reductions or suspensions of production;
+Added: amount and timing of Trust administrative expenses;
establishment, increase, or decrease of reserves for approved development expenses or future
liabilities of the Trust.
−Removed: Generally, the Sponsor receives
−Removed: 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.
−Removed: The overall outlook for
−Removed: development activity on the Underlying Properties remained stable during the first quarter of 2023, despite a quarter-over-quarter decline
−Removed: in commodity prices.
−Removed: Meanwhile, the global economy remains volatile, reflecting, among other factors, the armed conflict between Russia
−Removed: and Ukraine and the lingering effects of the COVID-19 pandemic.
−Removed: Further clouding the outlook for commodity demand is the banking sector
−Removed: crisis and its potential impact on lending availability to consumers and businesses.
−Removed: Nevertheless, the Sponsor does not expect that these
−Removed: events will have a material impact on the Underlying Properties and the 2023 development activity compared to previously estimated levels
−Removed: detailed in the Trust’s 2022 Annual Report on Form 10-K, aside from the effects of volatile commodity prices.
−Removed: The West Texas
−Removed: Intermediate spot price of crude oil has decreased materially from $80.26 per barrel on December 30, 2022 to $70.78 per barrel on
−Removed: May 11, 2023.
−Removed: Natural gas prices have experienced greater pressure, with the Henry Hub spot price decreasing from $3.52 per MMBTU
−Removed: on December 30, 2022 to $2.12 per MMBTU on May 11, 2023.
−Removed: the price volatility, the Sponsor currently expects the previously disclosed capital spending outlook to remain within the range
−Removed: of $6.0 million to $9.0 million, or $4.8 million to $7.2 million net to the Trust’s 80% Net Profits Interest.
−Removed: While operators continue
−Removed: to evaluate their planned capital expenditures for 2023, taking into account the volatility in commodity prices, the majority of the
−Removed: operators of the Underlying Properties are Permian-focused, large cap operators who have indicated to the Sponsor their intent to continue
−Removed: with planned activities.
−Removed: The Sponsor does expect some moderation in the previously expected capital expenditure activity in the Haynesville
−Removed: area of the Underlying Properties.
−Removed: The Sponsor also expects that some of the inflationary pressures and supply chain bottlenecks operators
−Removed: of the Underlying Properties reported during 2022 will moderate this year.
−Removed: Given the market volatility, the Sponsor may reestablish a
−Removed: cash reserve for approved, future development expenses during 2023, similar to the cash reserve that the Sponsor had established in 2022.
−Removed: The Sponsor indicates that it continues to have access to adequate capital and liquidity to fund such capital expenditures as they come
−Removed: The Sponsor believes there
−Removed: could be further opportunity in 2023 for prospective divestitures, as operators of some of the Underlying Properties look to acquire
−Removed: assets at compelling valuations against the backdrop of favorable oil prices compared to prior years.
+Added: Generally, the Sponsor receives cash payment for
+Added: oil production 30 to 60 days after it is produced and for natural gas production 60 to 90 days after it is produced.
+Added: The overall outlook for development activity on
+Added: the Underlying Properties remained relatively stable during the first half of 2023, despite a year-over-year volatility in commodity
+Added: Although the global economy remains volatile, reflecting, among other factors, the armed conflict between Russia and Ukraine
+Added: and the lingering effects of the COVID-19 pandemic, the Sponsor does not expect that these events will have a material impact on the
+Added: Underlying Properties or the expected 2023 development activity as detailed in the Trust’s 2022 Annual Report on Form 10-K,
+Added: aside from the effects of volatile commodity prices.
+Added: The West Texas Intermediate spot price of crude oil has modestly improved from $80.26
+Added: per barrel on December 30, 2022 to $82.82 per barrel on August 10, 2023.
+Added: Natural gas prices have declined year-over-year, with
+Added: the Henry Hub spot price decreasing from $3.52 per MMBtu on December 30, 2022 to $2.83 per MMBtu on August 10, 2023.
+Added: oil prices achieving greater stability in recent periods, the Sponsor currently expects an incremental increase in the previously
+Added: disclosed capital spending outlook, from the earlier range of $6.0 million to $9.0 million, or $4.8 million to $7.2 million net
+Added: to the Trust’s Net Profits Interest, to an updated range of $8.0 million to $12.0 million, or $6.4 million to $9.6 million net
+Added: to the Trust’s Net Profits Interest.
+Added: The increase in expected capital expenditures is driven primarily by greater activity in the
+Added: Permian basin by large-cap public operators, which compose the majority of the operators of the Underlying Properties.
+Added: Meanwhile, the
+Added: Sponsor continues to expect some moderation in the expected capital expenditure activity in the Haynesville portion of the Underlying
+Added: Properties, although any declines in this area would be at least partially offset by higher, oil-weighted Permian activity.
+Added: Nevertheless,
+Added: the outlook for capital expenditures remains subject to change, as operators are expected to continue to reevaluate their planned capital
+Added: expenditures, particularly to the extent commodity prices experience further volatility in the future.
+Added: Over the first half of 2023, the Sponsor has begun
+Added: to see a moderation in some of the inflationary pressures and supply chain bottlenecks that had been affecting the Underlying Properties.
+Added: Given the market volatility and recently increased capital expenditure activity levels, the Sponsor may establish a new cash reserve
+Added: for approved, future development expenses during 2023, similar to the cash reserve that the Sponsor had established in 2022.
+Added: indicates that it continues to have access to adequate capital and liquidity to fund such capital expenditures as they come due.
+Added: The Sponsor believes there could be further opportunity
+Added: in 2023 for prospective divestitures, as operators of some of the Underlying Properties look to acquire assets at compelling valuations
+Added: against the backdrop of favorable oil prices compared to prior years.
Capex Drilling Activity Update
−Removed: Presented below is a summary
−Removed: of the current status of certain notable capital projects recently undertaken on the Underlying Properties pursuant to the capital expenditure
−Removed: program described above.
−Removed: The following table is not
−Removed: intended to be a comprehensive list reflecting all capital expenditures to date.
−Removed: In addition, there can often be a several-month delay
−Removed: from the time of capital expenditures to the time of production and cash flows attributable to the Underlying Properties, especially
−Removed: given the non-operated nature of the Underlying Properties.
−Removed: Working Interest
+Added: Presented below is a summary of the current status
+Added: of certain notable capital projects recently undertaken on the Underlying Properties pursuant to the capital expenditure program described
+Added: The following table is not intended to be a comprehensive
+Added: list reflecting all capital expenditures to date.
+Added: The table provides information regarding current projects that remain in process and
+Added: have not yet begun to generate revenues.
+Added: Additional information regarding producing wells drilled pursuant to the capital expenditure
+Added: program is provided following the table.
+Added: There can often be a several-month delay from
+Added: the time of capital expenditures to the time of production and cash flows attributable to the Underlying Properties, especially given
+Added: the non-operated nature of the Underlying Properties.
+Added: For example, as previously disclosed, in May 2023 three wells from one of
+Added: the larger, previously detailed drilling projects were finally converted to first revenues after a delay associated with the operator.
+Added: These wells began generating revenues in 2022, but the amounts were only finalized for non-operating partners in 2023.
+Added: The cash revenue
+Added: catch-up totaled approximately $3.7 million, or approximately $2.9 million net to the Trust’s Net Profits Interest, which
+Added: was reflected in the net profits interest calculation reported in July and will be included in the distribution that will be paid
+Added: to Trust unitholders on August 14, 2023.
(in thousands)
1 unchanged sentence
D&C New Drills
−Removed: 1 Drilled, Awaiting First Revenues;
Large Cap E&P 1
13 unchanged sentences
D&C New Drills
+Added: Large Cap E&P 4
+Added: D&C New Drills
Private E&P 2
−Removed: Of those projects identified above that are still
−Removed: in process or awaiting first revenues, the Sponsor expects a majority to be completed and to begin producing during 2023.
−Removed: Special Meeting of Unitholders to Consider Property Divestitures
−Removed: May 12, 2023, the Trust filed a preliminary proxy statement with the SEC with respect to a special meeting of unitholders to be
−Removed: held in 2023 for the purpose of considering and acting on proposals to approve:
−Removed: (1) a transaction pursuant to which (a) the
−Removed: Sponsor will sell its interests in certain oil and natural gas properties that constitute part of the oil and natural gas properties
−Removed: burdened by the Net Profits Interest held by the Trust (the “Divestiture Properties”), (b) the Trust will release the
−Removed: related Net Profits Interest associated with the Divestiture Properties, and (c) the net proceeds received by the Trust with respect
−Removed: to such sale will be distributed to the Trust unitholders;
−Removed: (2) amendments to the Trust Agreement to raise certain threshold requirements
−Removed: for a vote of Trust unitholders in connection with similar future transactions;
−Removed: (3) amendments to the Conveyance to raise certain
−Removed: threshold requirements for a vote of Trust unitholders in connection with similar future transactions;
−Removed: and (4) an adjournment of
−Removed: the special meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above proposals.
−Removed: makes no recommendation regarding any of the foregoing proposals.
−Removed: Unitholders should review carefully the definitive proxy statement
−Removed: that will be filed with the SEC with respect to the special meeting, when it becomes available, because it will contain important information
−Removed: about the release of the Trust’s Net Profits Interest with respect to the Divestiture Properties in connection with the proposed
+Added: As reflected in the table above, the Sponsor indicates
+Added: that since the first quarter a new Haynesville project has commenced (Large Cap E&P 4).
+Added: In addition, as indicated above, three wells
+Added: in the Midland began paying revenues during the second quarter, and the same operator (Large Cap E&P 1) has begun to produce from
+Added: three wells that had been previously categorized as drilling in-process, in addition to adding one new pre-drill project.
+Added: one of the Haynesville wells drilled (Large Cap Major 1) has come online and began to generate first revenues in the second quarter.
+Added: For the other projects identified above that are still in process or awaiting first revenues, the Sponsor expects a majority to be completed
+Added: and to begin producing during 2023.
+Added: Non-producing Property Divestiture
+Added: In May 2023, the Sponsor sold approximately
+Added: $0.3 million in non-producing, non-cash flowing acreage to a private oil company, free and clear of the Net Profits Interest, as permitted
+Added: under the Trust Agreement.
+Added: The proceeds from this sale attributable to the Trust’s 80% Net Profits Interest, or approximately $240,000, will be included in
+Added: the distribution that will be paid to Trust unitholders on August 14, 2023.
+Added: Sale of Divestiture Properties
+Added: May 3, 2023, the Sponsor notified the Trustee that the Sponsor had entered into an agreement to divest certain acreage and associated
+Added: production in the Permian Basin (the “Divestiture Properties”) that constituted part of the Underlying Properties and were
+Added: therefore burdened by the Trust’s Net Profits Interest, for a total purchase price of approximately $6.7 million.
+Added: 2023, at a special meeting of Trust unitholders, the unitholders approved the foregoing transaction and the release of the Trust’s
+Added: Net Profits Interest in the Divestiture Properties.
+Added: On August 9, 2023, the Sponsor completed the sale of the Divestiture Properties.
+Added: The total proceeds received by the Sponsor from the Divestiture Properties, after preliminary closing adjustments, were approximately
+Added: $6.5 million, inclusive of the escrow funded by the buyer and partial expense reimbursement associated with the proxy solicitation.
+Added: The Sponsor will deduct final transaction expenses from the sales proceeds, along with an escrow amount of $250,000 to cover possible
+Added: indemnification obligations under the purchase and sale agreement (the “Indemnification Escrow Amount”), to arrive at final
+Added: net proceeds, based upon the Trust’s 80% Net Profits Interest.
+Added: The Sponsor will set a record date and the special distribution,
+Added: reflecting 50% of the Trust’s share of the net proceeds, will be paid to Trust unitholders on or before September 22, 2023.
+Added: The remaining 50% of the Trust’s share of the net proceeds will be temporarily retained by the Sponsor as a source of payment of
+Added: the Trust’s proportionate share of any post-closing purchase price adjustments, with any amount remaining (less any amounts in
+Added: dispute) after such adjustments to be paid to the Trust within five business days after finalization of the settlement statement (which
+Added: is expected to occur within 90 days following the closing of the sale) and included in a distribution to unitholders.
+Added: Within 12 months
+Added: after the closing of the sale, any remaining amount from the Indemnification Escrow Amount (less any amounts in dispute) will be released
+Added: to the Trust and included in a distribution to unitholders.
Results of Operations
−Removed: Three Months Ended March 31, 2023 Compared
−Removed: to Three Months Ended March 31, 2022
−Removed: The Trust’s net profits
−Removed: income consists of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:
+Added: Three Months Ended June 30, 2023 Compared to Three Months
+Added: Ended June 30, 2022
+Added: The Trust’s net profits income consists
+Added: of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:
+Added: Three Months Ended
Gross profits:
5 unchanged sentences
Development expenses
+Added: Percentage allocable to Net Profits Interest
+Added: Net profits allocable to Net Profits Interest
+Added: Sponsor reserve release for capital expenditures
+Added: Trust general and administrative expenses and cash withheld for expenses, net of interest and investment income
+Added: Distributable income
+Added: The following table displays reported oil and
+Added: natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the net profits calculation
+Added: for distributions paid during the three months ended June 30, 2023 and 2022:
+Added: Three Months Ended June 30,
+Added: Underlying Properties Production Volumes:
+Added: Natural Gas (Mcf)
+Added: Combined (Boe)
+Added: Average Prices:
+Added: Oil - NYMEX (applicable NPI period) ($/Bbl)
+Added: Oil prices realized ($/Bbl)
+Added: Natural gas - NYMEX (applicable NPI period) ($/Mcf)
+Added: Natural gas prices realized ($/Mcf)
+Added: Net profits attributable to the Underlying Properties
+Added: for the three months ended June 30, 2023 were $2.9 million compared to $5.3 million for the three months ended June 30,
+Added: The $2.3 million decrease in net profits attributable to the Underlying Properties from the 2023 period to the 2022 period
+Added: was primarily due to the following items:
+Added: sales decreased $1.4 million due to lower realized prices and lower produced volumes.
+Added: 2% decrease in realized oil sales prices in the 2023 period compared to the 2022 period caused
+Added: revenues to decline by $0.2 million, and lower produced volumes caused a $1.2 million decline
+Added: Oil sales volumes decreased 12% as a result of natural production declines.
+Added: gas sales decreased $1.5 million due to lower produced volumes and lower realized prices.
+Added: The 28% decrease in gas sales volumes and the 2% decrease in realized gas prices in the 2023
+Added: period compared to the 2022 period caused revenues to decline by $1.2 million and $0.7 million,
+Added: respectively.
+Added: operating expenses during the three months ended June 30, 2023 remained consistent with
+Added: the three months ended June 30, 2022 at $6.0 million.
+Added: · Compression,
+Added: gathering and transportation costs decreased $0.3 million, primarily due to the decrease
+Added: in natural gas volumes.
+Added: · Production,
+Added: ad valorem and other taxes decreased $0.4 million during the three months ended June 30,
+Added: 2023 compared to the three months ended June 30, 2022, due to the decrease in oil and
+Added: natural gas produced volumes.
+Added: · Development
+Added: expenses increased $0.2 million in the 2023 period due to drilling and completion costs for
+Added: drilling multiple new wells in the Permian area in the 2023 period.
+Added: For the three months ended June 30, 2023,
+Added: the Trust withheld $0.4 million and paid $0.1 million for general and administrative expenses.
+Added: Expenses paid during the period primarily
+Added: consisted of fees for the preparation of the Trust’s monthly press releases, Trustee fees, and New York Stock Exchange listing
+Added: For the three months ended June 30, 2022, the Trust withheld $0.4 million and paid $0.2 million for general and administrative
+Added: Six Months Ended June 30, 2023 Compared to Six Months Ended
+Added: June 30, 2022
+Added: The Trust’s net profits income consists
+Added: of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:
+Added: Six Months Ended
+Added: Gross profits:
+Added: Natural gas sales
+Added: Direct operating expenses:
+Added: Lease operating expenses
+Added: Compression, gathering and transportation
+Added: Production, ad valorem and other taxes
+Added: Development expenses
Gross proceeds from sale of assets
4 unchanged sentences
Distributable income
−Removed: The following table displays
−Removed: reported oil and natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the
−Removed: net profits calculation for distributions paid during the three months ended March 31, 2023 and 2022:
−Removed: Three Months Ended March 31,
+Added: The following table displays reported oil and
+Added: natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the net profits calculation
+Added: for distributions paid during the six months ended June 30, 2023 and 2022:
+Added: Six Months Ended
Underlying Properties Production Volumes:
6 unchanged sentences
Natural gas prices realized ($/Mcf)
−Removed: Net profits attributable
−Removed: to the Underlying Properties for the three months ended March 31, 2023 were $3.9 million compared to $3.4 million for the three
−Removed: months ended March 31, 2022.
−Removed: The $0.5 million increase in net profits attributable to the Underlying Properties from the 2023
−Removed: period to the 2022 period was primarily due to the following items:
−Removed: sales increased $0.3 million due to higher realized prices, which caused oil sales to increase
+Added: Net profits attributable to the Underlying Properties
+Added: for the six months ended June 30, 2023 were $7.8 million compared to $9.5 million for the six months ended June 30, 2022.
+Added: The $1.7 million decrease in net profits attributable to the Underlying Properties from the 2023 period to the 2022 period was primarily
+Added: due to the following items:
+Added: sales decreased $1.0 million due to lower sales volumes, which caused oil sales to decrease
by $2.2 million.
−Removed: The increase in oil sales due to higher realized prices was partially
−Removed: offset by a $1.0 million decrease in oil sales due to reduced sales volumes.
+Added: The decrease in oil sales due to lower sales volumes was partially
+Added: offset by a $1.2 million increase in oil sales due to increased realized prices.
oil price received increased 7% as a result of the corresponding increase in the average
2 unchanged sentences
result of natural production declines.
−Removed: gas sales increased $0.8 million due to higher realized prices, which increased natural gas
−Removed: sales by $1.4 million, partially offset by lower produced volumes, which decreased natural
+Added: gas sales decreased $0.7 million due to lower sales volumes, which decreased natural gas
+Added: sales by $1.7 million, partially offset by higher realized prices, which increased natural
gas sales by $1.0 million.
−Removed: The average natural gas price received in the three months ended
−Removed: March 31, 2023 increased 43% compared to the three months ended March 31, 2022
−Removed: due to a 75% increase in the average NYMEX natural gas price.
+Added: The average natural gas price received in the six months
+Added: ended June 30, 2023 increased 17% compared to the six months ended June 30, 2022
+Added: due to an increase in the average NYMEX natural gas price.
Natural gas volumes decreased
1 unchanged sentence
operating expenses increased $0.5 million, primarily attributable to the increased number
−Removed: of producing wells in the three months ended March 31, 2023 compared to the three months
−Removed: ended March 31, 2022.
+Added: of producing wells in the six months ended June 30, 2023 compared to the six months
+Added: ended June 30, 2022.
· Compression,
2 unchanged sentences
· Production,
−Removed: ad valorem and other taxes decreased $0.4 million during the three months ended March 31,
−Removed: 2023 compared to the three months ended March 31, 2022, due to the decrease in oil and
+Added: ad valorem and other taxes decreased $0.8 million during the six months ended June 30,
+Added: 2023 compared to the six months ended June 30, 2022, due to the decrease in oil and
natural gas produced volumes.
2 unchanged sentences
new wells in the Permian and Haynesville areas.
−Removed: During the three months
−Removed: ended March 31, 2023, COERT released the remaining $0.9 million from the cash reserve for future development expenses it had established
−Removed: in 2022 through the withholding of net profits otherwise payable to the Trust.
−Removed: For the three months ended
−Removed: March 31, 2023, the Trust withheld $0.4 million and paid $0.4 million for general and administrative expenses.
−Removed: Expenses paid during
−Removed: the period primarily consisted of fees for the preparation of the 2022 tax information for Trust unitholders, preparation of the Trust’s
−Removed: 2022 reserve report, financial statement audit fees, preparation of the Trust’s monthly press releases, Trustee fees, and New York
−Removed: Stock Exchange listing fees.
−Removed: For the three months ended March 31, 2022, the Trust withheld $0.4 million and paid $0.2 million for
−Removed: general and administrative expenses.
+Added: During the six months ended June 30, 2023,
+Added: COERT released the remaining $1.0 million from the cash reserve for future development expenses it had established in 2022 through the
+Added: withholding of net profits otherwise payable to the Trust.
+Added: For the six months ended June 30, 2023, the
+Added: Trust withheld $0.8 million and paid $0.5 million for general and administrative expenses.
+Added: Expenses paid during the period primarily
+Added: consisted of fees for the preparation of the 2022 tax information for Trust unitholders, preparation of the Trust’s 2022 reserve
+Added: report, financial statement audit fees, preparation of the Trust’s monthly press releases, Trustee fees, and New York Stock Exchange
+Added: listing fees.
+Added: For the six months ended June 30, 2022, the Trust withheld $0.9 million and paid $0.4 million for general and administrative
Liquidity and Capital Resources
−Removed: The Trust’s principal
−Removed: sources of liquidity are cash flow generated from the Net Profits Interest and borrowing capacity under the letter of credit described
−Removed: Other than Trust administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s
−Removed: only use of cash is for distributions to Trust unitholders.
−Removed: Available funds are the excess cash, if any, received by the Trust from the
−Removed: Net Profits Interest and other sources (such as interest earned on any amounts reserved by the Trustee) in any given month, over the
−Removed: Trust’s expenses paid for that month.
−Removed: Available funds are reduced by any cash the Trustee determines to hold as a reserve against
−Removed: future expenses.
−Removed: The Trustee may create a
−Removed: cash reserve to pay for future liabilities of the Trust.
−Removed: In February 2022, the Trustee began withholding $37,833 from the funds
−Removed: otherwise available for distribution each month to gradually build a cash reserve of approximately $2.3 million for the payment of future
−Removed: known, anticipated or contingent expenses or liabilities of the Trust.
−Removed: Commencing with the distribution to Trust unitholders payable
−Removed: in April 2023, the Trustee has been withholding, and in the future intends to withhold, $50,000 from the funds otherwise available
−Removed: for distribution each month to gradually build the reserve.
−Removed: The Trustee may increase or decrease the targeted cash reserve amount at
−Removed: 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
−Removed: notice to the Trust unitholders.
+Added: The Trust’s principal sources of liquidity
+Added: are cash flow generated from the Net Profits Interest and borrowing capacity under the letter of credit described below.
+Added: Other than Trust
+Added: administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash
+Added: is for distributions to Trust unitholders.
+Added: Available funds are the excess cash, if any, received by the Trust from the Net Profits Interest
+Added: and other sources (such as interest earned on any amounts reserved by the Trustee) in any given month, over the Trust’s expenses
+Added: paid for that month.
+Added: Available funds are reduced by any cash the Trustee determines to hold as a reserve against future expenses.
+Added: The Trustee may create a cash reserve to pay for
+Added: future liabilities of the Trust.
+Added: In February 2022, the Trustee began withholding $37,833 from the funds otherwise available for
+Added: distribution each month to gradually build a cash reserve of approximately $2.3 million for the payment of future known, anticipated
+Added: or contingent expenses or liabilities of the Trust.
+Added: Commencing with the distribution to Trust unitholders payable in April 2023,
+Added: the Trustee has been withholding, and in the future intends to withhold, $50,000 from the funds otherwise available for distribution
+Added: each month to gradually build the reserve.
+Added: The Trustee may increase or decrease the targeted cash reserve amount at any time, and may
+Added: 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
Cash held in reserve will be invested as required by the Trust Agreement.
−Removed: Any cash reserved in excess
−Removed: of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually
−Removed: will be distributed to Trust unitholders, together with interest earned on the funds.
−Removed: As of March 31, 2023, the Trustee has withheld
−Removed: $516,053 toward this cash reserve.
−Removed: If the Trustee determines
−Removed: 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
−Removed: authorize the Trust to borrow money to pay administrative or incidental expenses of the Trust that exceed cash held by the Trust.
−Removed: Trustee may authorize the Trust to borrow from any person, including the Trustee or the Delaware Trustee or an affiliate thereof, although
−Removed: none of the Trustee, the Delaware Trustee or any affiliate thereof intends to lend funds to the Trust.
−Removed: The Trustee may also cause the
−Removed: Trust to mortgage its assets to secure payment of the indebtedness.
−Removed: The terms of such indebtedness and security interest, if funds were
−Removed: 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
−Removed: would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship.
−Removed: In addition, COERT has provided
−Removed: 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
+Added: Any cash reserved in excess of the amount necessary
+Added: to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to
+Added: Trust unitholders, together with interest earned on the funds.
+Added: As of June 30, 2023, the Trustee has withheld $666,053 toward this
+Added: cash reserve.
+Added: If the Trustee determines that the cash on hand
+Added: and the cash to be received are, or will be, insufficient to cover the Trust’s liabilities, the Trustee may authorize the Trust
+Added: to borrow money to pay administrative or incidental expenses of the Trust that exceed cash held by the Trust.
+Added: The Trustee may authorize
+Added: the Trust to borrow from any person, including the Trustee or the Delaware Trustee or an affiliate thereof, although none of the Trustee,
+Added: the Delaware Trustee or any affiliate thereof intends to lend funds to the Trust.
+Added: The Trustee may also cause the Trust to mortgage its
+Added: assets to secure payment of the indebtedness.
+Added: The terms of such indebtedness and security interest, if funds were to be loaned by the
+Added: entity serving as Trustee or Delaware Trustee or an affiliate thereof, would be similar to the terms which such entity would grant to
+Added: a similarly situated commercial customer with whom it did not have a fiduciary relationship.
+Added: In addition, COERT has provided the Trust
+Added: 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.
9 unchanged sentences
authorize the Trust to borrow any funds.
−Removed: As of March 31, 2023 and December 31, 2022, the Trust had cash of $958,007 and $922,913,
+Added: As of June 30, 2023 and December 31, 2022, the Trust had cash of $1,240,033 and $922,913,
respectively, to be used towards future Trust expenses.
4 unchanged sentences
COERT may advance funds to the Trust to pay such expenses.
−Removed: At March 31, 2023 and December 31, 2022, there was no outstanding
+Added: At June 30, 2023 and December 31, 2022, there was no outstanding
Any advances to the Trust will be carried forward to be repaid out of future net profits generated by the Underlying Properties.
−Removed: Cash held by the Trustee
−Removed: as a reserve against future liabilities or for distribution at the next distribution date may be held in a noninterest-bearing account
−Removed: or may be invested in:
+Added: Cash held by the Trustee as a reserve against
+Added: future liabilities or for distribution at the next distribution date may be held in a noninterest-bearing account or may be invested
· interest-bearing
obligations of the United States government;
−Removed: funds that invest only in United States government securities;
+Added: market funds that invest only in United States government securities;
agreements secured by interest-bearing obligations of the United States government;
−Removed: bank certificates of deposit.
−Removed: The Trust pays the Trustee
−Removed: an annual administrative fee of $200,000 and the Delaware Trustee an annual fee of $2,000.
−Removed: The Trust also incurs, either directly or
−Removed: as a reimbursement to the Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by
−Removed: the Trust before distributions are made to Trust unitholders.
−Removed: The Trust also is responsible for paying other expenses incurred as a result
−Removed: of being a publicly traded entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and
−Removed: Form 1099 preparation and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.
−Removed: The Trust does not have
−Removed: any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the Trust’s
−Removed: liquidity or the availability of capital resources.
+Added: certificates of deposit.
+Added: The Trust pays the Trustee an annual administrative
+Added: fee of $200,000 and the Delaware Trustee an annual fee of $2,000.
+Added: The Trust also incurs, either directly or as a reimbursement to the
+Added: Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the Trust before distributions
+Added: are made to Trust unitholders.
+Added: The Trust also is responsible for paying other expenses incurred as a result of being a publicly traded
+Added: entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and Form 1099 preparation
+Added: and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.
+Added: The Trust does not have any transactions, arrangements
+Added: or other relationships with unconsolidated entities or persons that could materially affect the Trust’s liquidity or the availability
+Added: of capital resources.
Off-Balance Sheet Arrangements
−Removed: The Trust has no off-balance
−Removed: sheet arrangements.
−Removed: The Trust has not guaranteed the debt of any other party, nor does the Trust have any other arrangements or relationships
−Removed: with other entities that could potentially result in unconsolidated debt, losses or contingent obligations.
+Added: The Trust has no off-balance sheet arrangements.
+Added: The Trust has not guaranteed the debt of any other party, nor does the Trust have any other arrangements or relationships with other
+Added: entities that could potentially result in unconsolidated debt, losses or contingent obligations.
Critical Accounting Policies and Estimates
Please read “Item 7.
−Removed: Trustee’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”
−Removed: of the Trust’s 2022 Annual Report on Form 10-K for additional information regarding the Trust’s critical accounting
−Removed: policies and estimates.
−Removed: There were no material changes to the Trust’s critical accounting policies or estimates during the three
−Removed: months ended March 31, 2023.
+Added: Trustee’s Discussion
+Added: and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”
+Added: of the Trust’s
+Added: 2022 Annual Report on Form 10-K for additional information regarding the Trust’s critical accounting policies and estimates.
+Added: There were no material changes to the Trust’s critical accounting policies or estimates during the three months ended June 30,
Subsequent Events
Distributions Paid or Declared
−Removed: On April 14, 2023, a
−Removed: distribution of $0.019350 per unit, which was declared on March 16, 2023, was paid to Trust unitholders of record as of March 31,
−Removed: On April 17, 2023, the
−Removed: Trust declared a distribution of $0.030000 per unit to unitholders of record as of April 28, 2023.
−Removed: The distribution was paid to
−Removed: unitholders on May 12, 2023.
−Removed: Quantitative and Qualitative
−Removed: Disclosures About Market Risk.
−Removed: As a “smaller reporting
−Removed: company”
−Removed: as defined in Item 10(f)(1) of Regulation S-K, the Trust is not required to provide information required by this
+Added: On July 14, 2023, a distribution of $0.012500
+Added: per unit, which was declared on June 16, 2023, was paid to Trust unitholders of record as of June 30, 2023.
+Added: On July 17, 2023, the Trust declared a distribution
+Added: of $0.053500 per unit to unitholders of record as of July 31, 2023.
+Added: The distribution will be paid to unitholders on August 14,
+Added: Quantitative and Qualitative Disclosures About Market
+Added: As a “smaller reporting company”
+Added: defined in Item 10(f)(1) of Regulation S-K, the Trust is not required to provide information required by this Item.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.