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): June 20, 2014
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: (713) 483-6792
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 June 20, 2014, Enduro Royalty Trust issued a press release announcing Enduro Royalty Trust’s distribution to be made in July 2014. 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 June 20, 2014. |
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: June 20, 2014 | By: | /s/ Mary Jo Davis | ||||
| Mary Jo Davis | ||||||
| Vice President | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Enduro Royalty Trust Press Release dated June 20, 2014. | |
Exhibit 99.1
Enduro Royalty Trust
Announces Monthly Cash Distribution
AUSTIN, Texas—(BUSINESS WIRE)— June 20, 2014
Enduro Royalty Trust (NYSE: NDRO) (the “Trust”) today announced a cash distribution to the holders of its units of beneficial interest of $0.075786 per unit, payable on July 15, 2014 to unitholders of record on June 30, 2014. The distribution primarily represents oil production during the month of March 2014 and natural gas production during February 2014.
The following table displays underlying oil and natural gas sales volumes and average prices attributable to the current and prior month distributions.
| Underlying Sales Volumes | Average Price | |||||||||||||||
| Oil (Bbls) |
Natural Gas (Mcf) |
Oil (per Bbl) |
Natural Gas (per Mcf) |
|||||||||||||
| Current Month |
70,173 | 422,376 | $ | 94.66 | $ | 5.53 | ||||||||||
| Prior Month |
67,374 | 462,608 | $ | 95.46 | $ | 4.71 | ||||||||||
Oil cash receipts increased $0.2 million from the prior month and totaled $6.6 million as a result of additional production days in March. Natural gas receipts increased $0.1 million from the prior month and totaled $2.3 million as a result of increased NYMEX prices, offset by reduced sales volumes due to fewer production days in February.
The current month distribution does not include production from the Permian Basin Wolfcamp drilling program. The first 3 wells (Rocker B 40H, 41H, and 42H) came online at the end of February, and the first payment was received in May. Revenue from the Rocker B wells will be included in next month’s distribution and will represent oil production from February, March, and April and gas production from February and March.
Capital expenditures included in the current month distribution increased approximately $0.4 million from the prior month and totaled approximately $2.2 million, which relates to capital expenditures incurred in April. Capital expenditures of approximately $1.0 million related to the Wolfcamp activity in the Midland Basin.
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Wolfcamp Activity Update
Enduro continues to receive drilling proposals from Pioneer Natural Resources for the 2014 Wolfcamp drilling program. Of the 25 gross wells anticipated to be drilled in 2014, Enduro has received drilling proposals for 17 gross wells, of which 3 are currently producing, 9 are waiting on completion, 3 are drilling, and 2 are waiting to be spud. The majority of the wells that are currently drilling or waiting on completion are anticipated to be completed in June and July.
The following table displays the current status of the Wolfcamp wells in progress and Enduro’s working interest percentage:
| Well Name |
Current Status | Reservoir | County & State |
Enduro Working Interest |
||||||
| Rocker B 43H |
Waiting on Completion | Wolfcamp | Reagan, TX | 6.25 | % | |||||
| Rocker B 44H |
Waiting on Completion | Wolfcamp | Reagan, TX | 6.25 | % | |||||
| Rocker B 45H |
Waiting on Completion | Wolfcamp | Reagan, TX | 6.25 | % | |||||
| Rocker B 46H |
Waiting on Completion | Wolfcamp | Irion, TX | 6.25 | % | |||||
| Rocker B 47H |
Waiting on Completion | Wolfcamp | Irion, TX | 6.25 | % | |||||
| Rocker B 48H |
Waiting on Completion | Wolfcamp | Irion, TX | 6.25 | % | |||||
| Rocker B 51H |
Drilling | Wolfcamp | Irion, TX | 12.50 | % | |||||
| Rocker B 52H |
Drilling | Wolfcamp | Irion, TX | 12.50 | % | |||||
| Rocker B 71H |
Waiting on Completion | Wolfcamp | Irion, TX | 12.50 | % | |||||
| Rocker B 72H |
Drilling | Wolfcamp | Irion, TX | 12.50 | % | |||||
| Rocker B 73H |
Waiting on Completion | Wolfcamp | Irion, TX | 12.50 | % | |||||
| Rocker B 74H |
Waiting on Completion | Wolfcamp | Irion, TX | 12.50 | % | |||||
About Enduro Royalty Trust
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 capital expenditures and 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.
Forward-Looking Statements and Cautionary Statements
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
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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, 2013, filed with the SEC on March 11, 2014. 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
Mary Jo Davis 1 (713) 483-6792