10-Q

10-Q 1 permrock_10-q_2024-09-30.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period to

Commission File Number: 001-38472

PERMROCK ROYALTY TRUST

(Exact name of registrant as specified in its charter)


Delaware	82-6725102
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Argent Trust Company Trustee 3838 Oak Lawn Ave, Suite 1720 Dallas, Texas 75219-4518
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (855) 588-7839

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 13, 2024, 12,165,732 trust units representing beneficial interests in PermRock Royalty Trust were outstanding.


Glossary of Terms	1
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements	2
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS	3
CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)	4
CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)	5
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	6
ITEM 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	16
ITEM 4. Controls and Procedures	16
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	17
ITEM 1A. Risk Factors	17
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
ITEM 3. Defaults Upon Senior Securities	17
ITEM 4. Mine Safety Disclosures	17
ITEM 5. Other Information	17
ITEM 6. Exhibits.	17
SIGNATURE	18


Bbl	Barrel (of oil).

Boe	One barrel of crude oil equivalent.

differential	The difference between a benchmark price of oil and natural gas, such as the NYMEX crude oil spot, and the wellhead price received.

distributable income	An amount paid to Trust unitholders equal to the net profits income received by the Trust during a given period plus interest, less the expenses and payment of liabilities of the Trust, adjusted by any changes in cash reserves.

GAAP	United States generally accepted accounting principles.

MBbl	One thousand barrels of crude oil or condensate.

MBoe	One thousand barrels of crude oil equivalent.

Mcf	One thousand cubic feet (of natural gas).

MMcf	One million cubic feet (of natural gas).

natural gas liquids (NGL)	Those hydrocarbons that are separated from the gas as liquids through the process of absorption, condensation, or other methods in gas processing or cycling plants.

net acres	The sum of the fractional working interests owned by a given operator in gross acres.

net profits	Gross profits received by Boaz Energy from the sale of production from the Underlying Properties, less applicable costs, as provided in the Conveyance.

net profits income	Net profits multiplied by the net profits percentage of 80%, which is paid to the Trust by Boaz Energy. “Net profits income” is referred to as “royalty income” for tax reporting purposes.

Net Profits Interest	An interest in an oil and natural gas property measured by net profits from the sale of production, rather than a specific portion of production. An 80% net profits interest was conveyed to the Trust entitling the Trust to receive 80% of the net profits from the Underlying Properties.

NYMEX	The New York Mercantile Exchange is a commodity futures exchange that quotes prices for transactions which are the prices paid for various commodities, including oil and natural gas, throughout the world.

Trust units	Trust units representing beneficial interests in the Trust.

Underlying Properties	The interest in certain oil and natural gas properties from which the Net Profits Interest was conveyed by Boaz Energy. The Underlying Properties include working interests in oil and natural gas producing properties located in the Permian Basin in Texas.

working interest	An operating interest in an oil and natural gas property that provides the owner a specified share of production that is subject to all production expense and development costs.


	September 30, 2024 (unaudited)		December 31, 2023
ASSETS
Cash and short-term investments	$	1,365,300	$	1,368,611
Net Profits Interest (1)		73,173,666		75,876,170
TOTAL ASSETS	$	74,538,966	$	77,244,781
LIABILITIES AND TRUST CORPUS
Distribution payable to unitholders	$	365,300	$	368,611
Cash reserves (2)		1,000,000		1,000,000
Trust corpus		73,173,666		75,876,170
TOTAL LIABILITIES AND TRUST CORPUS	$	74,538,966	$	77,244,781


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net profits income	$	1,548,855		$	1,691,590		$	4,503,683		$	5,632,011
Interest income		15,485			15,039			45,056			43,539
Total revenue		1,564,340			1,706,629			4,548,739			5,675,550
Expenditures – general and administrative		(223,556	)		(240,461	)		(735,415	)		(769,027	)
Cash reserves (1)		—			—			—			—
Distributable income	$	1,340,784		$	1,466,168		$	3,813,324		$	4,906,523
Distributable income per unit (2)	$	0.110208		$	0.120516		$	0.313443		$	0.403307


Record Date	Payment Date	Distribution per Unit
July 31, 2024	August 14, 2024	$	0.040021
August 30, 2024	September 16, 2024		0.040161
September 30, 2024	October 15, 2024		0.030026
		$	0.110208


Production Month	Underlying Sales Volumes				Average Price
	Oil (Bbls)		Gas (Mcf)		Oil (per Bbl)		Gas (per Mcf)
August		24,944		29,787	$	74.92	$	2.00


	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Underlying Properties sales volumes(1):
Oil (Bbl)		70,584			76,784			217,572			241,932
Natural gas (Mcf)(2)		90,213			98,109			255,462			294,328
Total sales (Boe)		85,620			93,136			260,149			290,987
Average realized sales price:
Oil (per Bbl)	$	78.07		$	70.44		$	76.63		$	73.79
Natural gas (per Mcf)	$	2.07		$	2.68		$	2.71		$	3.80
Calculation of net profits:
Gross profits:
Oil sales	$	5,510,827		$	5,408,315		$	16,672,061		$	17,853,245
Natural gas sales		186,659			263,217			692,626			1,116,993
Other revenue		42,409			27,451			116,954			77,116
Total gross profits	$	5,739,895		$	5,698,983		$	17,481,641		$	19,047,354
Costs:
Direct operating expenses:	$	519,461		$	490,143		$	1,465,890		$	1,589,039
Lease operating expenses		1,660,728			1,813,721			5,131,318			5,491,775
Severance and ad valorem taxes		433,070			463,898			1,148,229			1,455,225
Development expenses		1,058,132			771,639			2,576,684			3,584,505
Other expenses		473,935			480,095			1,308,977			1,611,796
Total costs	$	(4,145,326	)	$	(4,019,496	)	$	(11,631,098	)	$	(13,732,340	)
Net profits	$	1,594,569		$	1,679,487		$	5,850,543		$	5,315,014
Percentage allocable to Net Profits Interest		80	%		80	%		80	%		80	%
Net profits income (before capital reserve)	$	1,275,655		$	1,343,590		$	4,680,435		$	4,252,011
Capital reserve activity (3)		273,200			348,000			(176,752	)		1,380,000
Net profits income received by the Trust	$	1,548,855		$	1,691,590		$	4,503,683		$	5,632,011


Exhibit No.	Description
3.1	Certificate of Trust of PermRock Royalty Trust (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 (SEC File No. 333-224191) filed on April 6, 2018).
3.2	Amended and Restated Trust Agreement of PermRock Royalty Trust, dated May 4, 2018, among Boaz Energy II, LLC, Wilmington Trust, National Association, as Delaware Trustee of PermRock Royalty Trust, and Argent Trust Company, as Trustee of PermRock Royalty Trust (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (SEC File No. 001-38472) filed on May 8, 2018).
3.3	Amendment No. 1 to the Amended and Restated Trust Agreement of PermRock Royalty Trust, dated May 4, 2022 (incorporated by reference to Exhibit 4.1 to Current Report on form 8-K (SEC File No 001-38472) filed on May 6, 2022).
31.1	Section 302 Certification.*
32.1	Section 906 Certification.*


PERMROCK ROYALTY TRUST

By:		Argent Trust Company, as Trustee


By:		/s/ Jana Egeler
		Jana Egeler
		VP Trust Administrator

SEC Form 10-Q filed by PermRock Royalty Trust