PermRock Royalty Trust: Form 10-Q for the period ended Mar 31, 2025

Introduction

The following discussion and analysis is intended to help the reader understand the Trust’s financial condition, results of operations, liquidity and capital resources. This discussion and analysis should be read in conjunction with the Trust’s unaudited condensed financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and the Trust’s audited financial statements and the accompanying notes included in the Trust’s 2024 Annual Report.

Cautionary Statement Regarding Forward Looking Statements

Certain information included in this Quarterly Report contains, and other materials filed or to be filed by the Trust with the SEC (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Such forward-looking statements generally are accompanied by words such as “may,” “will,” “estimate,” “expect,” “predict,” “project,” “anticipate,” “goal,” “should,” “assume,” “believe,” “plan,” “intend,” or other words that convey the uncertainty of future events or outcomes. All statements other than statements of historical fact included in this Quarterly Report are forward-looking statements, including without limitation statements under this “Trustee’s Discussion and Analysis of Financial Conditions and Results of Operations” and all statements regarding T2S and Argent Trust Company’s (as Trustee of the Trust) expectations, beliefs and plans regarding the following: (i) T2S’s capital projects, timing and estimated costs, and the resulting impact of those activities on the computation of the Net Profits Interest; (ii) outside operators’ capital projects and the resulting impact of those activities on the Net Profits Interest; (iii) implementation or continued use of waterflood projects and workovers and the location of waterflood projects and workovers; (iv) T2S’s estimated capital expenditures; (v) the timing of capital expenditures and capital reserve amounts; (vi) the expected timing of litigation proceedings; (vii) the impact of current litigation matters on the Trust; (viii) T2S’s staffing levels or future reductions in staffing on the Underlying Properties; and (ix) distributions to Trust unitholders. Such statements are based on certain assumptions of the Trustee, and certain assumptions of information provided to the Trust by T2S, the owner of the Underlying Properties; are based on an assessment of, and are subject to, a variety of factors deemed relevant by the Trustee and T2S; and involve risks and uncertainties. Certain factors could affect the future results of the energy industry in general, and T2S and the Trust in particular, and could cause actual results to differ materially from those projected in such forward-looking statements. Those factors include, without limitation, the following:

• the effect of changes in commodity prices or alternative fuel prices;
• the effects of armed conflict throughout the world on global oil and gas producing regions, countries, thoroughfares and the oil and gas markets;
• political and economic conditions in or affecting other oil and natural gas producing regions or countries;
• uncertainties in estimating production and oil and natural gas reserves of the Underlying Properties;
• risks associated with the drilling and operation of oil and natural gas wells;
• the cost of developing the Underlying Properties;
• the ability to maintain anticipated production levels;
• the amount of future direct operating expenses, development expenses and other capital expenditures;
• availability and terms of capital to fund capital expenditures;
• risks associated with T2S and its ability to transfer operation of the Underlying Properties to third parties without the approval of Trust unitholders;
• the performance of such third parties contracted by T2S and their ability or willingness to provide sufficient facilities and services to T2S on commercially reasonable terms;
• the effect of existing and future laws and regulatory actions;
• the actions of the Organizations of Petroleum Exporting Countries (“OPEC”);
• conditions in the capital markets;
• competition from others in the energy industry;
• uncertainty in whether development projects will be pursued;
• severe or unseasonable weather that may adversely affect production;
• adequacy of T2S’s insurance coverage;
• costs to comply with current and future governmental regulation of the oil and natural gas industry, including environmental, health and safety laws and regulations, and regulations with respect to hydraulic fracturing and the disposal of produced water;
• the effect of existing and future laws and regulatory actions, including real estate, bankruptcy and tax legislation and the ability to accurately interpret the impact of such laws;
• general economic conditions affecting the Permian Basin;
• risks associated with title deficiencies that may arise with respect to the Underlying Properties and T2S’s ability to cure any such defects;
• actions by T2S, including such that result in conflicts of interest, that adversely affect the Trust;
• the ability to successfully estimate the impact of litigation matters, and certain accounting and tax matters;
• the cost of inflation; and
• the risk factors discussed in Part I, Item 1A of the Trust’s 2024 Annual Report.

You should not place undue reliance on any forward-looking statements. All forward-looking statements speak as of the date of this Quarterly Report. The Trust does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, unless required by applicable law.

T2S Information

As a holder of a net profits interest, the Trust relies on T2S for information regarding T2S and its affiliates; the Underlying Properties, including the operations, acreage, well and completion count, working interests, production volumes, sales revenues, capital expenditures, operating expenses, reserves, drilling plans, drilling results and leasehold terms related to the Underlying Properties; and factors and circumstances that have or may affect the foregoing.

Overview

PermRock Royalty Trust, a Delaware statutory trust formed in November 2017, completed its initial public offering in May 2018. The Trust’s main asset and source of income is the Net Profits Interest, which entitles the Trust to receive 80% of the net profits from oil and natural gas production from the Underlying Properties. The Net Profits Interest is passive in nature and neither the Trust nor the Trustee has any management control over or responsibility for costs relating to the operation of the Underlying Properties.

The Trust is required to make monthly cash distributions of substantially all of its monthly cash receipts, after deduction of fees and expenses for the administration of the Trust and any cash reserves, to holders of its Trust units as of the applicable record date on or before the 10th business day after the record date. The Net Profits Interest is entitled to a share of the profits from and after January 1, 2018 attributable to production occurring on or after such date. 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 amount of Trust revenues and cash distributions to Trust unitholders depends on, among other things:

• volumes produced;
• wellhead prices;
• price differentials;
• production and development costs;
• potential reductions or suspensions of production; and
• the amount and timing of Trust administrative expenses.

T2S, as the operator of the Underlying Properties, typically receives 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.

Properties. The Underlying Properties consist of four operating areas in the Permian Basin in Texas, aggregating 31,354 gross (22,394 net) acres. The Permian Clearfork area consists of 2,434 net acres on the Central Basin Platform of the Permian Basin in Hockley and Terry Counties, Texas. The Permian Abo area consists of 1,667 net acres on the Central Basin Platform of the Permian Basin in Terry and Cochran Counties, Texas. The Permian Shelf area consists of 14,390 net acres on the Eastern Shelf of the Permian Basin in Glasscock, Schleicher, Stonewall and Coke Counties, Texas. The Permian Platform area consists of 3,903 net acres on the Central Basin Platform of the Permian Basin in Ward, Crane, Terry and Ector Counties, Texas.

Outlook

T2S’s estimated capital and workover budget for 2025 for the Underlying Properties (the "Plan") is $4.0 million, of which approximately $0.1 million has been expended as of March 31, 2025. T2S expects to continue the Plan implemented by Boaz Energy prior to T2S's acquisition of the Underlying Properties. The Plan includes drilling two wells (one injector well and one producer well in Crane County, Texas), participating in T2S's proportionate share of a new non-operated well that is planned to be drilled in the second quarter of 2025, along with investing in workovers, waterflood pattern conformance, and returning certain shut-in wells to production wells. The majority of capital spent in 2025 to date was spent on non-operated projects in the Permian Shelf Area. The $4.0 million estimate is subject to change based on, among other things, T2S’s continued analysis of the Plan, changes in the price of oil and natural gas, actual capital requirements, the pace of regulatory approvals and the mix of projects.

RESULTS OF OPERATIONS

Distributable Income

Three Months Ended March 31, 2025

For the three months ended March 31, 2025, net profits income received by the Trust was $1,710,763 compared to $1,296,408 for the same period of the prior year. This increase in net profits income was primarily due to slightly higher gas prices and lower operating expenses. See “Computation of Income from the Net Profits Interest Received by the Trust” below.

After considering interest income of $12,540 and general and administrative expenditures of $257,108, distributable income for the three months ended March 31, 2025, was $1,466,195, or $0.120517 per Trust unit.

Interest income for the quarter ended March 31, 2025, decreased $2,422 as compared to the same period in the prior year, due to lower interest rates. General and administrative expenditures increased by $68,240 for the three months ended March 31, 2025, as compared to the prior year, primarily due to the timing of payments.

Pursuant to the Trust Agreement, as of May 31, 2019, the Trustee is authorized to retain cash reserves for administrative expenses. The Trustee did not retain any cash reserves during the three months ended March 31, 2025, or March 31, 2024. Total cash reserves were $1,000,000 as of March 31, 2025, and March 31, 2024.

Based on 12,165,732 Trust units outstanding at each date listed below, the per unit distributions during the quarter ended March 31, 2025, were as follows:

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Computation of Income from the Net Profits Interest Received by the Trust

The Net Profits Interest entitles the Trust to receive 80% of the net profits attributable to Boaz Energy’s interest from the sale of oil and natural gas production from the Underlying Properties. The Trust’s income from the Net Profits Interest consists of monthly net profits attributable to income from the Underlying Properties. Because of the interval between the time of production and receipt of net profits income by the Trust, the Trust recognizes production during the month in which the related net profits income is paid to the Trust. Net profits income for the three months ended March 31, 2025, was based on production during the months of November 2024 through January 2025.

(1) Quarterly sales volumes are typically reported for a three-month period, and therefore sales volumes for the three months ended March 31, 2025, reflect production volumes for November 2024 through January 2025.

(2) Sales volumes for natural gas include NGLs.

(3) The operator of the Underlying Properties is entitled under the Conveyance to reserve up to $3.0 million from the net profits for certain future taxes and expenses. As of March 31, 2025, Boaz Energy had reserved funds in the amount of $270,174 net to the Trust for future capital expenses, which funds are now held by T2S, as successor in interest to Boaz Energy under the Conveyance and operator of the Underlying Properties.

Important factors used in calculating the Trust’s net profits income include the volumes of oil and natural gas produced from the Underlying Properties and the realized prices received for the sale of those minerals, including oil and natural gas liquids, as well as direct operating expenses, lease operating expenses, severance and ad valorem taxes, development and other expenses and capital reserves.

Sales Volumes

Oil

Oil sales volumes decreased by 4,880 Bbls (6.5%) for the three months ended March 31, 2025, as compared to the same period in 2024. T2S reports this decrease was primarily due to a natural decline in the producing properties and a decrease in demand.

Natural Gas

Natural gas sales volumes decreased by 4,780 Mcf (5.7%) for the three months ended March 31, 2025, as compared to the same period in 2024. T2S reports this decrease was primarily due to a natural decline in the producing properties and a decrease in demand.

Sales Prices

Oil

The average realized oil price per Bbl decreased for the three months ended March 31, 2025, as compared to the same period in 2024. T2S reports this decrease was primarily due to a decrease in the WTI benchmark oil price.

Natural Gas

The average realized natural gas price per Mcf increased for the three months ended March 31, 2025, as compared to the same period in 2024. T2S reports this increase was primarily due to an increase in the Henry Hub benchmark price for natural gas.

Costs

Direct Operating Expenses

Direct operating expenses decreased for the three months ended March 31, 2025, as compared to the prior year period primarily because of fewer projects to return wells to production.

Lease Operating Expenses

Lease operating expenses increased for the three months ended March 31, 2025, as compared to the prior year period because of plugging two wells in Nolan County, Texas.

Severance and Ad Valorem Taxes

Severance and ad valorem taxes decreased for the three months ended March 31, 2025, as compared to the prior year period primarily because of lower revenues and valuations of properties resulting from decreased oil prices.

Development Expenses Related to the Underlying Properties

Development expenses related to the Underlying Properties decreased for the three months ended March 31, 2025, as compared to the prior year period as a result of fewer capital projects.

Other Expenses

Other expenses increased for the three months ended March 31, 2025, as compared to the prior year periods primarily due to adjustments to overhead.

Capital Reserve

As of March 31, 2025, Boaz Energy had reserved $270,174 net to the Trust for future capital expenses, which funds are now held by T2S, as successor in interest to Boaz Energy.

LIQUIDITY AND CAPITAL RESOURCES

The Trust’s principal sources of liquidity and capital are cash flow generated from the Net Profits Interest, the amounts held by the Trustee as cash reserves to pay future liabilities, and borrowings, if any to fund administrative expenses. The Trust’s primary uses of cash are distributions to Trust unitholders, payment of Trust administrative expenses, including, if applicable, any reserves established by the Trustee for future liabilities.

Administrative expenses include the Trustee and Delaware Trustee fees, accounting, engineering, legal, tax advisory and other professional fees, and tax reporting and distribution expenses. The Trust is also responsible for paying other expenses incurred as a result of being a publicly traded entity, including costs associated with annual, quarterly and current reports to the SEC, New York Stock Exchange listing fees, independent auditor fees and registrar and transfer agent fees. If the Trustee determines that cash on hand and cash to be received in respect of the Net Profits Interest are, or will be, insufficient to cover the Trust’s liabilities and expenses, the Trustee may cause the Trust to borrow funds to pay liabilities of the Trust.

As authorized under the Trust Agreement, the Trustee is authorized to retain cash from the distributions the Trust receives (i) in an amount not to exceed $1.0 million at any one time 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 as they become due and (ii) in such amounts as the Trustee in its discretion deems appropriate to pay for future liabilities of the Trust, but not less than $25,000 or more than $100,000 per month. Cash reserves previously retained and currently held by the Trustee for future administrative expenses total $1,000,000 as of March 31, 2025.

T2S's Capital Expenditure Budget

T2S's estimated capital and workover budget for 2025 for the Underlying Properties (the "Plan") is $4.0 million, of which approximately $0.1 million has been expended as of March 31, 2025. T2S expects to continue the Plan implemented by Boaz Energy prior to T2S's acquisition of the Underlying Properties. The Plan includes drilling two wells (one injector well and one producer well in Crane County, Texas), participating in T2S's proportionate share of a new non-operated well that is planned to be drilled in the second quarter of 2025, along with investing in workovers, waterflood pattern conformance, and returning certain shut in wells to production wells. The majority of capital spent in 2025 to date was spent on non-operated projects in the Permian Shelf Area. The $4.0 million estimate is subject to change based on, among other things, T2S's continued analysis of the Plan, changes in the price of oil and natural gas, actual capital requirements, the pace of regulatory approvals and the mix of projects.

Distributions Declared After Quarter End

On April 17, 2025, the Trust declared a cash distribution of $0.023807 per Trust unit based upon production during the month of February 2025.

Off-Balance Sheet Arrangements

As of March 31, 2025, the Trust had no off-balance sheet arrangements.

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.

Critical Accounting Policies and Estimates

Refer to Note 2 to the unaudited condensed financial statements contained in this Quarterly Report and the Trust’s 2024 Annual Report on Form 10-K, including the audited financial statements of the Trust and notes thereto included therein, for a description of the Trust’s accounting policies and use of estimates.

The Trust is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

The Trustee conducted an evaluation of the effectiveness of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(a) and 15d-15(a) as of the end of the period covered by this Quarterly Report. Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust are effective as of March 31, 2025, that the information required to be disclosed by the Trust in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated, as appropriate to allow timely decisions regarding required disclosure. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by Boaz Energy.

Due to the nature of the Trust as a passive entity and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of the Trust Agreement and the Conveyance, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely on (A) information provided by Boaz Energy, including information relating to results of operations, the costs and revenues attributable to the Trust’s interests under the Conveyance and other operating and historical data, plans for future operating and capital expenditures, reserve information, information relating to projected production, and other information relating to the status and results of operations of the Underlying Properties, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers.

There have been no material changes in the risk factors disclosed under Part I, Item 1A of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024.