# Permianville Royalty Trust: Form 10-Q for the period ended Jun 30, 2024

- Company: [Permianville Royalty Trust](/companies/pvl.md) (CIK 1520048)
- Form: 10-Q
- Filed: 2024-08-14
- Accepted by EDGAR: Aug 14, 2024, 20:05 ET
- Period: 2024-06-30
- Accession: 0001104659-24-089610
- Inline XBRL: no
- Main document: https://www.sec.gov/Archives/edgar/data/1520048/000110465924089610/tm2415207d1_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1520048/000110465924089610/

## Management's discussion and analysis

As filed, 34,936 characters.

References to the “Trust” in this document refer to Permianville Royalty Trust, previously known as Enduro Royalty Trust, while references to “COERT” or the “Sponsor” in this document refer to COERT Holdings 1 LLC. References to “Enduro” in this document refer to Enduro Resource Partners LLC, the original sponsor of the Trust. The following review of the Trust’s financial condition and results of operations should be read in conjunction with the financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”). The Trust’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other filings with the SEC are available on the SEC’s website at www.sec.gov.

### Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q, including without limitation the statements under this “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. No assurance can be given that such expectations will prove to have been correct. When used in this document, the words “believes,” “expects,” “anticipates,” “intends” or similar expressions are intended to identify such forward-looking statements. The following important factors, in addition to those discussed elsewhere in this Form 10-Q, in the Trust’s 2023 Annual Report on Form 10-K and the Trust’s other filings with the SEC could affect the future results of the energy industry in general, and COERT and the Trust in particular, and could cause actual results to differ materially from those expressed in such forward-looking statements:

- risks associated with the drilling and operation of oil and natural gas wells;
- the amount of future direct operating expenses and development expenses;
- the occurrence or threat of epidemic or pandemic diseases, such as the COVID-19 pandemic, or any government response to such occurrence or threat;
- the impact of geopolitical developments and tensions, war and uncertainty involving or in the geographical region of oil producing countries (including the ongoing armed conflicts between Russia and Ukraine and between Israel and Hamas and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);
- global economic conditions, such as a general slowdown in the global economy, supply chain disruptions, inflationary pressures, currency fluctuations, changes in interest rates, and instability of financial institutions;
- the effects of actions by, or disputes among or between members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil-exporting nations with respect to production levels or other matters related to the prices of oil and natural gas;
- the effect of existing and future laws and regulatory actions;
- the effect of changes in commodity prices or alternative fuel prices;
- the prohibition on the Trust’s entry into any new hedging arrangements under the terms of the Conveyance;
- conditions in the capital markets;
- competition from others in the energy industry;
- uncertainty of estimates of oil and natural gas reserves and production;
- potential impacts on the Sponsor’s business resulting from climate change, greenhouse gas regulations, and the impact of climate change related changes in the frequency and severity of weather patterns; and
- other risks described under the caption “Risk Factors” in Part I, Item 1A of the 2023 Annual Report on Form 10-K.

You should not place undue reliance on these forward-looking statements. All forward-looking statements speak only as of the date of this Form 10-Q. The Trust does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, unless the securities laws require the Trust to do so.

This Form 10-Q describes other important factors that could cause actual results to differ materially from expectations of the Sponsor and the Trust. All forward-looking statements in this report and all subsequent written and oral forward-looking statements attributable to the Sponsor or the Trust or persons acting on behalf of the Sponsor or the Trust are expressly qualified in their entirety by such factors. The Trust assumes no obligation, and disclaims any duty, to update these forward-looking statements.

### Overview

Permianville Royalty Trust, a statutory trust created in May 2011, completed its initial public offering in November 2011. The Trust’s only asset and source of income is the net profits interest representing the right to receive 80% of the net profits from the sale of oil and natural gas production from certain properties in the states of Texas, Louisiana and New Mexico held by Enduro as of the date of the conveyance of the net profits interest to the Trust (the “Net Profits Interest”). The properties in which the Trust holds the Net Profits Interest are referred to as the “Underlying Properties.” The Net Profits Interest is passive in nature and neither the Trust nor the Trustee has any management control over or responsibility for costs relating to the operation of the Underlying Properties. Additionally, third parties operate substantially all of the wells on the Underlying Properties and, therefore, the Sponsor is not in a position to control the timing of development efforts, associated costs, or the rate of production of the reserves.

On August 31, 2018, COERT completed the acquisition from Enduro of the Underlying Properties and all of the outstanding Trust Units owned by Enduro (the “Sale Transaction”). In connection with the Sale Transaction, COERT assumed all of Enduro’s obligations under the Amended and Restated Trust Agreement of the Trust (the “Trust Agreement”) and other instruments to which Enduro and the Trustee were parties.

The Trust is required to make monthly cash distributions of substantially all of its monthly cash receipts, after deducting the Trust’s administrative expenses, to the holders of Trust Units as of the applicable record date (generally the last business day of each calendar month) on or before the 10th business day after the record date. The Net Profits Interest is entitled to a share of the profits from and after July 1, 2011 attributable to production occurring on or after June 1, 2011. The amount of Trust revenues and cash distributions to Trust unitholders depends on, among other things:

- oil and natural gas sales prices;
- volumes of oil and natural gas produced and sold attributable to the Underlying Properties;
- production and development costs;
- price differentials;
- potential reductions or suspensions of production;
- the amount and timing of Trust administrative expenses; and
- the establishment, increase, or decrease of reserves for approved development expenses or future liabilities of the Trust.

Generally, the Sponsor receives cash payment for oil production 30 to 60 days after it is produced and for natural gas production 60 to 90 days after it is produced.

### Outlook

Although development expenditures reported for the Underlying Properties increased over 300% for the six-month period ended June 30, 2024 compared to the same period in 2023, the Sponsor indicates that development activity for the remainder of 2024 is expected to decrease materially based on operator-forecasted activity, continued volatility in commodity prices and the overall decline in active rig counts within the Permian and Haynesville regions. As previously disclosed, development expenditures for the six-month period ended June 30, 2024 were elevated in part due to prior period capital expenditures (and associated production) incurred by operators of the Underlying Properties but not yet allocated to COERT and the Trust until pending title work could be completed. The Sponsor expects the estimated activity reduction for the remainder of the year will be driven by a normalization of capital expenditures in the Permian region and a continued decline in activity in the Haynesville area of the Underlying Properties, given multi-year lows in recent natural gas pricing. Although the global economy remains volatile, reflecting, among other factors, the current hostilities between Israel and Hamas amid continued tensions in the Middle East, the ongoing war between Russia and Ukraine and the lingering effects of the COVID-19 pandemic, the Sponsor does not expect that these events will have a material impact on the Underlying Properties or the expected development activity during the remainder of 2024. The West Texas Intermediate spot price of crude oil has modestly improved from $71.89 per barrel on December 31, 2023 to $74.99 per barrel on August 2, 2024. Natural gas prices have declined year-over-year, with the Henry Hub spot price decreasing from $2.58 per MMBtu on December 31, 2023 to $1.89 per MMBtu on August 2, 2024.

Given the significant increase in capital expenditures for the first six months of 2024, the Sponsor has revised its 2024 capital spend outlook from the prior range of $5.0 million to $9.0 million, or $4.0 million to $7.2 million net to the Trust’s Net Profits Interest, as detailed in the Trust’s 2023 Annual Report on Form 10-K, to $18.0 million to $23.0 million, or $14.4 million to $18.4 million net to the Trust’s Net Profits Interest. The significant majority of this increase represents the $12.9 million of capital expenditures incurred in the second quarter ended June 30, 2024 as discussed above. Aside from those prior period capital expenditures, the Sponsor indicates that operators in the Permian Basin continue to guide to flat to modest growth, while Haynesville operators continue to guide to production and activity declines for calendar year 2024. The Sponsor expects the remaining anticipated capital expenditures in 2024 to be primarily focused in the Permian basin, representing activity by large-cap public operators, which compose the majority of the operators of the Underlying Properties. The capital expenditure outlook could change if there is a recovery in natural gas prices, but at current levels the Sponsor has observed a continued decline in year-over-year spending activity in the Haynesville portion of the Underlying Properties. As in prior periods, the outlook for capital expenditures remains subject to change, as operators are expected to continue to reevaluate their planned capital expenditures, particularly given volatile capital and geopolitical markets in addition to volatile capital markets.

Over the first six months of 2024, the Sponsor continued to see a stabilization of inflationary pressures and operating costs that had been affecting the Underlying Properties in prior periods on an aggregate basis, as seen in the slight decline in lease operating expenditures per barrel of oil equivalent for the six months ended June 30, 2024 compared to the same period in 2023. However, some legacy producing properties of the Underlying Properties continue to see operating cost and production issues consistent with late-life oil and gas properties, and currently it is unclear if such legacy producing properties will be able to realize a return to prior period operating costs and cash flow profile. This continued reduction in legacy properties has been somewhat offset by the new production and revenue from prior period capital expenditures that have now been turned to sales. While the markets remain volatile and there remains an inherent delay in cash flows given the non-operated nature of the Underlying Properties, the Sponsor indicates that it continues to have access to adequate capital and liquidity to fund such operating and capital expenditures as they come due.

The Sponsor believes there could be further opportunity in 2024 for prospective divestitures and/or leasing of Underlying Properties, as certain operators of the Underlying Properties look to acquire assets, particularly oil-weighted assets given the current consensus oil price outlook.

### Capex Drilling Activity Update

Presented below is a summary of the current status of certain notable capital projects recently undertaken on the Underlying Properties pursuant to the capital expenditure program described above. All information has been provided by the Sponsor.

The following table is not intended to be a comprehensive list reflecting all capital expenditures to date. In addition, there can often be a several-month delay from the time of capital expenditures to the time of production and cash flows attributable to the Underlying Properties, especially given the non-operated nature of the Underlying Properties.

| Operator | Region | Number of Wells | Underlying Properties W/I | Project | Capex Cumulative Total (in thousands) | Status |
| --- | --- | ---: | ---: | --- | ---: | --- |
| Large Cap E&P 1 | Midland | 5 | 10.6% | D&C New Drills | $201 | 2 Producing, Awaiting First Revenues; 1 Drilling In-Process, 2 Pre Drill |
| Large Cap E&P 2 | Conventional Permian | N/A (Field) | 0.8% | New Drills / Workovers | $169 | In-process/ Continual Program |
| Large Private E&P 1 | Haynesville | 6 | 3.5% | D&C New Drills | $1,143 | 6 Drilling In-Process |
| PE-Backed Private 1 | Delaware | 4 | 0.7% | D&C New Drills | - | 4 Drilling In-Process |
| Large Cap E&P 3 | Midland | 4 | 3.4% | D&C New Drills | $680 | 4 Drilling In-Process |
| Large Cap E&P 4 | Delaware | 19 | 3.7% | D&C New Drills | $3,195 | 19 Pre Drills |
| Large Cap E&P 4 | Haynesville | 3 | 13.6% | D&C New Drills | - | 3 Pre Drill |

In addition to the updated cumulative capital expenditures reported above and the commencement of a new Delaware project (undertaken by Large Cap E&P 4 in the table above), the Sponsor has informed the Trustee that fifteen wells in the Midland operated by Large Cap E&P 1 began paying revenues in the second quarter, following the completion of previously pending title work. The other projects identified above are still in process or awaiting first revenues, and the Sponsor expects a majority of those projects to be completed and to begin producing during 2024.

### Lease of Non-producing Property

In February 2024, the Sponsor leased approximately $0.1 million in non-producing, non-cash flowing acreage to two private oil companies, for upfront cash payments in addition to future royalty revenues if the properties eventually turn to sales. These properties remain burdened by the Trust’s Net Profits Interest. The proceeds from this transaction attributable to the Trust’s Net Profits Interest were included in the distribution announcement in April 2024.

### Results of Operations

#### Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

The Trust’s net profits income consists of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:

| Gross profits: | Three Months Ended June 30, 2024 | 2023 | Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Oil sales | $15,754,950 | $8,639,804 | 82% |
| Natural gas sales | 2,690,578 | 2,691,517 | 0% |
| Total | 18,445,528 | 11,331,321 | 63% |
| Costs: |  |  |  |
| Direct operating expenses: |  |  |  |
| Lease operating expenses | 8,408,000 | 5,510,000 | 53% |
| Compression, gathering and transportation | 898,000 | 504,000 | 78% |
| Production, ad valorem and other taxes | 1,273,000 | 768,000 | 66% |
| Development expenses | 12,895,000 | 1,603,000 | 704% |
| Total | 23,474,000 | 8,385,000 | 180% |
| Gross proceeds from sale of assets | 146,400 | – | 100% |
| Net profits (shortfall) | (4,882,072) | 2,946,321 | (266%) |
| Percentage allocable to Net Profits Interest | 80% | 80% |  |
| Net profits (shortfall) allocable to Net Profits Interest | (3,905,657) | 2,357,057 | (266%) |
| Plus: Sponsor reserve release for capital expenditures | – | 100,000 | (100%) |
| Less: Trust general and administrative expenses and cash withheld for expenses net of interest income | – | (383,007) | (100%) |
| Plus: Net profits allocable to Net Profits Interest shortfall | 3,905,657 | – | 100% |
| Distributable income | $– | $2,074,050 | (100%) |

During the three months ended June 30, 2024, direct operating and development expenses exceeded revenues, thereby causing net profits attributable to the Underlying Properties to be negative and resulting in an approximately $3.9 million Net Profits Interest shortfall as of June 30, 2024, which was carried forward to be deducted from future net profits generated by the Underlying Properties. As a result, there were no net profits reported or distributed in the second quarter of 2024, although the Net Profits Interest shortfall ultimately was fully recouped following the end of the quarter.

The following table displays reported oil and natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the net profits calculation for distributions paid or payable during the three months ended June 30, 2024 and 2023:

| Underlying Properties Production Volumes: | Three Months Ended June 30, 2024 | 2023 | Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Oil (Bbls) | 205,150 | 113,267 | 81% |
| Natural Gas (Mcf) | 1,050,147 | 636,761 | 65% |
| Combined (Boe) | 380,175 | 219,394 | 73% |
| Average Prices: |  |  |  |
| Oil - NYMEX (applicable NPI period) ($/Bbl) | $74.99 | $80.68 | (7)% |
| Differential | $1.81 | $(4.40) | (141)% |
| Oil prices realized ($/Bbl) | $76.80 | $76.28 | 1% |
| Natural gas - NYMEX (applicable NPI period) ($/Mcf) | $2.85 | $5.54 | (49)% |
| Differential | $(0.29) | $(1.31) | (78)% |
| Natural gas prices realized ($/Mcf) | $2.56 | $4.23 | (39)% |

As reported net profits during the three months ended June 30, 2024 were negative, after giving effect to the cumulative Net Profits Interest shortfall, no distributions were paid to Trust unitholders with respect to these three months; accordingly, the corresponding reported oil and natural gas sales volumes and average prices from the Underlying Properties were excluded from the table above, consistent with prior periods of Net Profits Interest shortfalls as reported by the Trust.

Net profits attributable to the Underlying Properties for the three months ended June 30, 2024 were $(4.9) million compared to $2.9 million for the three months ended June 30, 2023. As a result of cumulative Net Profits Interest shortfall that was carried from March 2024, the Trust did not make any distributions to Trust unitholders during the three months ended June 30, 2024. The $7.8 million decrease in net profits attributable to the Underlying Properties from the 2023 period to the 2024 period was primarily due to the following items:

- Oil sales increased $7.1 million due to increased produced volumes, slightly offset by lower realized prices. The 82% increase in produced volumes increased revenues by $7.0 million. This increase was primarily due to the 15 new Permian wells that either turned to sales or completed title work and thereby allowed production attributable to prior periods to be released by the operators of the Underlying Properties. Realized oil sales prices increased 1% in the 2024 period compared to the 2023 period, which increased revenues by $0.1 million.
- Natural gas sales remained consistent with the prior period at $2.7 million. The 65% increase in natural gas sales volumes increased revenues by $1.7 million, which was offset by lower realized prices that decreased revenues by $1.7 million.
- Lease operating expenses during the three months ended June 30, 2024 increased $2.9 million compared to the three months ended June 30, 2023.
- Compression, gathering and transportation costs increased $0.4 million, primarily due to the new wells that came online during the three months ended June 30, 2024.
- Production, ad valorem and other taxes increased $0.5 million during the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to the increase in oil and natural gas produced volumes.
- Development expenses increased $11.2 million in the 2024 period due to drilling and completion costs incurred related to the drilling of multiple new wells in the Permian area.

For the three months ended June 30, 2024, the Trust withheld $0.0 million and paid $0.4 million for general and administrative expenses. Expenses paid during the period primarily consisted of fees for the preparation of the Trust’s monthly press releases, insurance expense, Trustee fees, and New York Stock Exchange listing fees. For the three months ended June 30, 2023, the Trust withheld $0.4 million and paid $0.1 million for general and administrative expenses.

#### Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

The Trust’s net profits income consists of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:

| Gross profits: | Six Months Ended June 30, 2024 | 2023 | Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Oil sales | $25,460,484 | $18,369,023 | 39% |
| Natural gas sales | 4,378,759 | 7,158,304 | (39)% |
| Total | 29,839,243 | 25,527,327 | 17% |
| Costs: |  |  |  |
| Direct operating expenses: |  |  |  |
| Lease operating expenses | 15,016,000 | 11,204,000 | 34% |
| Compression, gathering and transportation | 1,497,000 | 742,000 | 102% |
| Production, ad valorem and other taxes | 2,175,000 | 1,557,000 | 40% |
| Development expenses | 15,968,000 | 4,207,000 | 280% |
| Total | 34,656,000 | 17,710,000 | 96% |
| Gross proceeds from sale of assets | 146,400 | – | 100% |
| Net profits (shortfall) | (4,670,357) | 7,817,327 | (160)% |
| Percentage allocable to Net Profits Interest | 80% | 80% |  |
| Net profits (shortfall) allocable to Net Profits Interest | (3,736,285) | 6,253,862 | (160)% |
| Plus: Sponsor reserve release for capital expenditures | – | 1,000,000 | (100)% |
| Less: Trust general and administrative expenses and cash withheld for expenses net of interest income | (169,372) | (784,212) | (78)% |
| Plus: Net profits allocable to Net Profits Interest Shortfall | 3,905,657 | – | (100)% |
| Distributable income | $– | $6,469,650 |  |

The Net Profits Interest generated positive income for the first two months in the period, which eliminated the cumulative Net Profits Interest shortfall of $1.2 million that existed as of December 31, 2023. In March 2024, however, direct operating and development expenses exceeded revenues, thereby causing net profits attributable to the Underlying Properties to be negative and resulting in an approximately $3.9 million Net Profits Interest shortfall as of June 30, 2024, which was carried forward to be deducted from future net profits generated by the Underlying Properties. As a result, there were no net profits reported or distributed in the first six months of 2024, although the Net Profits Interest shortfall ultimately was fully recouped following the end of the period.

The following table displays reported oil and natural gas sales volumes and average prices from the Underlying Properties, representing the amounts included in the net profits calculation for distributions paid or payable during the six months ended June 30, 2024 and 2023:

| Underlying Properties Production Volumes: | Six Months Ended June 30, 2024 | 2023 | Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Oil (Bbls) | 320,493 | 225,538 | 42% |
| Natural Gas (Mcf) | 1,761,271 | 1,327,294 | 33% |
| Combined (Boe) | 614,038 | 446,754 | 37% |
| Average Prices: |  |  |  |
| Oil - NYMEX (applicable NPI period) ($/Bbl) | $79.54 | $81.53 | (2)% |
| Differential | $(0.10) | $(0.08) | 10% |
| Oil prices realized ($/Bbl) | $79.44 | $81.45 | (2)% |
| Natural gas - NYMEX (applicable NPI period) ($/Mcf) | $2.46 | $5.34 | (54)% |
| Differential | $0.03 | $0.05 | (48)% |
| Natural gas prices realized ($/Mcf) | $2.49 | $5.39 | (54)% |

As reported net profits during the six months ended June 30, 2024 were negative, after giving effect to the cumulative Net Profits Interest shortfall, no distributions were paid to Trust unitholders with respect to these six months; accordingly, the corresponding reported oil and natural gas sales volumes and average prices from the Underlying Properties were excluded from the table above, consistent with prior periods of Net Profits Interest shortfalls as reported by the Trust.

Net profits attributable to the Underlying Properties for the six months ended June 30, 2024 were $(4.7) million compared to $7.8 million for the six months ended June 30, 2023. As a result of cumulative Net Profits Interest shortfall that was carried from 2023 and the subsequent Net Profits Interest shortfall that arose in 2024, the Trust did not make any distributions to Trust unitholders during the first six months of 2024. The $12.5 million decrease in net profits attributable to the Underlying Properties from the 2023 period to the 2024 period was primarily due to the following items:

- Oil sales increased $7.1 million due to increased produced volumes, and slightly offset by lower realized prices. The 42% increase in produced volumes increased revenues by $7.7 million. This increase was primarily due to the 15 new Permian wells that either turned to sales or completed title work and thereby allowed production attributable to prior periods to be released by the operators of the Underlying Properties. Realized oil sales prices decreased by 2% in the 2024 period compared to the 2023 period, which increased revenues by $0.6 million.
- Natural gas sales decreased $2.8 million primarily due to lower realized prices. The 33% increase in gas sales volumes in the 2024 period compared to the 2023 period increased revenues by $2.3 million; however, the 54% decrease in realized gas prices caused revenues to decrease by $5.1 million.
- Lease operating expenses during the six months ended June 30, 2024 increased $3.8 million compared to the six months ended June 30, 2023.
- Compression, gathering and transportation costs increased $0.8 million, primarily due to the new wells that came online during the six months ended June 30, 2024.
- Production, ad valorem and other taxes increased $0.6 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023, due to the increase in oil and natural gas produced volumes.
- Development expenses increased $11.8 million in the 2024 period due to drilling and completion costs incurred related to the drilling of multiple new wells in the Permian area.

For the six months ended June 30, 2024, the Trust withheld $0.2 million and paid $0.6 million for general and administrative expenses. Expenses paid during the period primarily consisted of fees for the preparation of the Trust’s monthly press releases, insurance expense, Trustee fees, and New York Stock Exchange listing fees. For the six months ended June 30, 2023, the Trust withheld $0.8 million and paid $0.5 million for general and administrative expenses.

### Liquidity and Capital Resources

The Trust’s principal sources of liquidity are cash flow generated from the Net Profits Interest and borrowing capacity under the letter of credit described below. Other than Trust administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash is for distributions to Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the Net Profits Interest and other sources (such as interest earned on any amounts reserved by the Trustee) in any given month, over the Trust’s expenses paid for that month. Available funds are reduced by any cash the Trustee determines to hold as a reserve against future expenses.

The Trustee may create a cash reserve to pay for future liabilities of the Trust. In February 2022, the Trustee began withholding $37,833 from the funds otherwise available for distribution each month to gradually build a cash reserve of approximately $2.3 million for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. Commencing with the distribution to Trust unitholders payable in April 2023, the Trustee has been withholding, and in the future intends to withhold, $50,000 from the funds otherwise available for distribution each month to gradually build the reserve. The Trustee may increase or decrease the targeted cash reserve amount at any time, and may increase or decrease the rate at which it is withholding funds to build the cash reserve at any time, without advance notice to the Trust unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to Trust unitholders, together with interest earned on the funds. As of June 30, 2024, the Trustee has withheld $991,386 toward this cash reserve. Due to the cumulative Net Profits Interest shortfall, no amounts were withheld toward the cash reserve during the three months ended June 30, 2024.

If the Trustee determines that the cash on hand and the cash to be received are, or will be, insufficient to cover the Trust’s liabilities, the Trustee may authorize the Trust to borrow money to pay administrative or incidental expenses of the Trust that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow from any person, including the Trustee or the Delaware Trustee or an affiliate thereof, although none of the Trustee, the Delaware Trustee or any affiliate thereof intends to lend funds to the Trust. The Trustee may also cause the Trust to mortgage its assets to secure payment of the indebtedness. The terms of such indebtedness and security interest, if funds were to be loaned by the entity serving as Trustee or Delaware Trustee or an affiliate thereof, would be similar to the terms which such entity would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. In addition, COERT has provided the Trust with a $1.2 million letter of credit to be used by the Trust if its cash on hand (including available cash reserves) is insufficient to pay ordinary course administrative expenses. Further, if the Trust requires more than the $1.2 million under the letter of credit to pay administrative expenses, COERT has agreed to loan funds to the Trust necessary to pay such expenses. Any loan made by COERT to the Trust would be evidenced by a written promissory note, be on an unsecured basis, and have terms that are no less favorable to COERT than those that would be obtained in an arm’s length transaction between COERT and an unaffiliated third party. If the Trust borrows funds or draws on the letter of credit, no further distributions will be made to Trust unitholders until such amounts borrowed or drawn are repaid. Except for the foregoing, the Trust has no source of liquidity or capital resources. The Trustee has no current plans to authorize the Trust to borrow any funds. As of June 30, 2024 and December 31, 2023, including the aggregate amounts withheld as of such dates toward the approximately $2.3 million cash reserve discussed above, the Trust had cash of $1,519,676 and $1,394,697, respectively, to be used towards future Trust expenses. Since its formation, the Trust has not borrowed any funds and no amounts have been drawn on the letter of credit.

From time to time, if the Trust’s cash on hand (including available cash reserves, if any) is not sufficient to pay the Trust’s ordinary course administrative expenses that are due prior to the monthly payment to the Trust of proceeds from the Net Profits Interest, COERT may advance funds to the Trust to pay such expenses. At June 30, 2024 and December 31, 2023, there was an outstanding advance of $527,076 and $0, respectively. Any advances to the Trust will be carried forward to be repaid out of future net profits generated by the Underlying Properties.

Cash held by the Trustee as a reserve against future liabilities or for distribution at the next distribution date may be held in a noninterest-bearing account or may be invested in:

- interest-bearing obligations of the United States government;
- money market funds that invest only in United States government securities;
- repurchase agreements secured by interest-bearing obligations of the United States government; or
- bank certificates of deposit.

The Trust pays the Trustee an annual administrative fee of $200,000 and the Delaware Trustee an annual fee of $2,000. The Trust also incurs, either directly or as a reimbursement to the Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the Trust before distributions are made to Trust unitholders. The Trust also is responsible for paying other expenses incurred as a result of being a publicly traded entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and Form 1099 preparation and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.

The Trust does not have any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the Trust’s liquidity or the availability of capital resources.

### Off-Balance Sheet Arrangements

The Trust has no off-balance sheet arrangements. The Trust has not guaranteed the debt of any other party, nor does the Trust have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt, losses or contingent obligations.

### Critical Accounting Policies and Estimates

Please read “Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” of the Trust’s 2023 Annual Report on Form 10-K for additional information regarding the Trust’s critical accounting policies and estimates. There were no material changes to the Trust’s critical accounting policies or estimates during the six months ended June 30, 2024.

## Market risk

As filed, 151 characters.

As a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, the Trust is not required to provide information required by this Item.

## Controls and procedures

As filed, 2,023 characters.

#### Evaluation of Disclosure Controls and Procedures

The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust were effective, as of the end of the period covered by this report, in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure.

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

#### Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2024, there were no changes in the Trust’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal control over financial reporting of the Sponsor.

## Risk factors

As filed, 124 characters.

There have been no material changes to the risk factors contained in Item 1A of the Trust’s 2023 Annual Report on Form 10-K.

Filed Aug 14, 2024.
Source: SEC EDGAR, the filing index for accession 0001104659-24-089610. Last ingested by Listed: Oct 24, 2026, 15:13 ET. No prices; not investment advice.