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): March 18, 2013
Enduro Royalty Trust
(Exact name of registrant as specified in its charter)
| Delaware | 1-35333 | 45-6259461 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| The Bank of New York Mellon Trust Company, N.A., Trustee | ||||
| Global Corporate Trust | ||||
| 919 Congress Avenue | ||||
| Austin, Texas | 78701 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (800) 852-1422
Not Applicable
(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)) |
Item 2.02 Results of Operations and Financial Condition.
On March 18, 2013, Enduro Royalty Trust issued a press release announcing Enduro Royalty Trust’s distribution to be made in April 2013. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit 99.1 Enduro Royalty Trust Press Release dated March 18, 2013.
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.
| Enduro Royalty Trust | ||||||
| By: | The Bank of New York Mellon Trust Company, N.A., as Trustee | |||||
| Date: March 18, 2013 | By: | /s/ Mike Ulrich | ||||
| Mike Ulrich | ||||||
| Vice President | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Enduro Royalty Trust Press Release dated March 18, 2013. | |
Exhibit 99.1
Enduro Royalty Trust
Announces Monthly Cash Distribution
AUSTIN, Texas—(BUSINESS WIRE)—March 18, 2013
Enduro Royalty Trust (NYSE: NDRO) (the “Trust”) announced today a cash distribution to the holders of its units of beneficial interest of $0.056553 per unit, payable on April 12, 2013, to unitholders of record on March 28, 2013. The distribution primarily represents oil production during the month of December 2012 and natural gas production during November 2012.
The following table displays underlying oil and natural gas sales volumes and average prices attributable to the current month and prior month distributions.
| Underlying Sales Volumes | Average Price | |||||||||||||||
| Oil (Bbls) |
Natural Gas (Mcf) |
Oil (per Bbl) |
Natural Gas (per Mcf) |
|||||||||||||
| Current Month |
77,391 | 755,408 | $ | 77.66 | $ | 3.54 | ||||||||||
| Prior Month |
75,573 | 798,646 | $ | 81.40 | $ | 3.21 | ||||||||||
Average oil prices decreased compared to the prior month due to the impact of wider than historical basis differentials in the Permian Basin. Basis differentials were wider than normal through February 2013 but have narrowed to return to normal levels in March 2013. Proceeds from the settlement of applicable hedge contracts related to the properties underlying the Trust were approximately $1.0 million.
Capital expenditures for the properties underlying the Trust during the period were approximately $3.8 million. Capital relates to expenses incurred during January 2013, primarily for two Permian oil wells being drilled in the Lost Tank field in southeastern New Mexico, in which Enduro owns a 50% working interest. Capital expenditures for these two wells are expected to total approximately $7.3 million, of which $2.9 million was included in the previous month’s capital, $3.2 million is included in the current month’s capital expenditures, and the remainder is expected to be incurred in March. The wells were spud in December 2012 and are expected to be completed and producing within the next two months. Capital remains consistent with expectations for the 2013 capital program of $22 – $24 million for the underlying properties ($18 – $19 million net to the Trust’s 80% net profits interest) as discussed in the prior month’s release and the February 2013 presentation included on the Trust’s Website.
Enduro Royalty Trust’s 2012 tax information booklet is complete and available on the Trust’s website.
Enduro Royalty Trust is a Delaware statutory trust formed by Enduro Resource Partners 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 of Enduro Resource Partners’ properties in the states of Texas, Louisiana and New Mexico. As described in the Trust’s filings with the Securities and Exchange Commission, the amount of the periodic distributions is expected to fluctuate, depending on the proceeds received by the Trust as a result of actual production volumes, oil and gas prices and the amount and timing of the Trust’s administrative expenses, among other factors. Future distributions are expected to be made on a monthly basis. For additional information on the Trust, please visit www.enduroroyaltytrust.com.
Enduro Royalty Trust
Monthly Cash Distribution
This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unitholders. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from Enduro Resource Partners 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 include expenses of the Trust and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither Enduro Resource Partners nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by Enduro Royalty Trust is subject to the risks described in the Trust’s filings with the SEC, including the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 30, 2012. The Trust’s quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.
Contact
Enduro Royalty Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Mike Ulrich, 1 (800) 852-1422
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