UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2019
PermRock Royalty Trust
(Exact name of registrant as specified in the
Amended and Restated PermRock Royalty Trust Agreement)
| Delaware |
001-38472 |
82-6725102 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| Simmons Bank, Trustee P.O. Box 470727 Fort Worth, Texas |
76147 | |
| (Address of principal executive offices) | (Zip Code) |
(855) 588-7839
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| Units of Beneficial Interest | PRT | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On September 20, 2019, PermRock Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing, among other things, a cash distribution to record holders of its trust units representing beneficial interests in the Trust (“Trust Units”) as of September 30, 2019 and payable on October 15, 2019 in the amount of $851,777.05 ($0.070014 per Trust Unit), based principally upon production during the month of July 2019.
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated September 20, 2019. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERMROCK ROYALTY TRUST | ||
| By: Simmons Bank, as Trustee | ||
| By: | /s/ Lee Ann Anderson | |
| Lee Ann Anderson | ||
| Senior Vice President | ||
Date: September 20, 2019
(The Trust has no directors or executive officers.)
Exhibit 99.1
PermRock Royalty Trust
News Release
PermRock Royalty Trust
Declares Monthly Cash Distribution
FORT WORTH, Texas, September 20, 2019 – PermRock Royalty Trust (NYSE:PRT) (the “Trust”) today declared a monthly cash distribution to record holders of its trust units representing beneficial interests in the Trust (“Trust Units”) as of September 30, 2019, and payable on October 15, 2019 in the amount of $851,777.05 ($0.070014 per Trust Unit), based principally upon production during the month of July 2019.
The following table displays underlying oil and natural gas sales volumes and average received wellhead prices attributable to the current and prior month net profits interest calculations:
| Underlying Sales Volumes | Average Price | |||||||||||||||||||||||
| Oil | Natural Gas | Oil (per Bbl) |
Natural Gas (per Mcf) |
|||||||||||||||||||||
| Bbls | Bbls/D | Mcf | Mcf/D | |||||||||||||||||||||
| Current Month |
49,806 | 1,607 | 52,379 | 1,689 | $ | 54.42 | $ | 1.05 | ||||||||||||||||
| Prior Month |
43,869 | 1,462 | 51,754 | 1,725 | $ | 49.94 | $ | 0.90 | ||||||||||||||||
Oil cash receipts for the properties underlying the Trust totaled $2.71 million for the current month, an increase of $0.52 million from the prior month distribution period. This increase was due to an increase in oil prices and sales volumes. Natural gas cash receipts for the properties underlying the Trust totaled $0.05 million for the current month, an amount that was stable in comparison to the prior month distribution period.
Total direct operating expenses, including marketing, lease operating expenses and workover expenses, were $0.58 million, an increase of $0.13 million from the prior month. Severance and ad valorem taxes were $0.25 million.
Capital expenditures were $0.57 million in the current month, a decrease of $0.55 million from the prior month. Boaz Energy indicated that the decrease was primarily because the majority of the capital required to drill the previously reported Terry County Clearfork well was accounted for in prior months. Boaz Energy reported the Terry County Clearfork well was put on pump September 1, 2019. The average gross production rate for the first 15 days of September 2019 was 223 barrels of oil per day. Boaz Energy believes additional well locations and waterflood patterns are now viable based on well results and 3D seismic data. Boaz Energy anticipates drilling 1 to 2 additional Kingdom Clearfork wells in the 4th quarter of 2019 as well as implementing a new waterflood pattern.
The Trustee has retained $58,000 from the distributions the Trust received in September 2019 as a cash reserve. Pursuant to the amended and restated Trust Agreement, dated as of May 4, 2018, by and among Boaz Energy, the Trustee and Wilmington Trust, National Association (the “Trust Agreement”), the Trustee is authorized to retain cash up to an aggregate of $1.0 million from the distributions the Trust receives 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. Accordingly, the Trustee will retain cash from distributions in amounts as the Trustee determines, but not less than $25,000 per month or more than $100,000 per month until such time as the Trust’s cash reserve equals or exceeds $1.0 million. Including the amount retained this month, the Trust’s cash reserve totals $300,000.
About PermRock Royalty Trust
PermRock Royalty Trust is a Delaware statutory trust formed by Boaz Energy II, LLC (“Boaz Energy”) to own a net profits interest representing the right to receive 80% of the net profits from the sale of oil and natural gas production from certain properties owned by Boaz Energy in the Permian Basin of West Texas. For more information on PermRock Royalty Trust, please visit our website at www.permrock.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements.” These forward-looking statements represent the Trust’s and Boaz Energy’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements include the amount and date of any anticipated distribution to unitholders, future cash retentions from distributions, and Boaz Energy’s anticipated drilling and completion activities, the estimated cost of such activities, the viability of wells and waterflood patterns and the resulting impact on the computation of the Trust’s net profits. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from Boaz Energy with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause actual results to differ materially from those projected in the forward-looking statements include expenses of the Trust and reserves for anticipated future expenses, Boaz Energy’s ability to obtain the required permits for anticipated drilling activities, uncertainties in estimating the cost of drilling activities and risks associated with drilling and operating oil and natural gas wells.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Trust does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Trust to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Trust’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019 and other public filings filed with the SEC. The risk factors and other factors noted in the Trust’s public filings with
the SEC could cause its actual results to differ materially from those contained in any forward-looking statement. The Trust’s filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.
| Contact: | PermRock Royalty Trust |
Simmons Bank, Trustee
Lee Ann Anderson, Senior Vice President
Toll-free: (855) 588-7839
Fax: (817) 298-5579
Website: www.permrock.com
e-mail: trustee@permrock.com