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Sandridge Permian Trust
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-07-25 Earnings, Exhibits
8-K 2019-04-25 Earnings, Exhibits
8-K 2019-01-24 Earnings, Exhibits
8-K 2019-01-24 Earnings, Exhibits
8-K 2018-12-19 Regulation FD, Exhibits
8-K 2018-11-01 Enter Agreement, Exhibits
8-K 2018-10-25 Earnings, Exhibits
8-K 2018-07-26 Earnings, Exhibits
8-K 2018-04-26 Earnings, Exhibits
8-K 2018-01-25 Earnings, Exhibits
CEO CNOOC 6,407,803
PARR Par Pacific Holdings 1,077
CRZO Carrizo Oil & Gas 795
LPI Life Partners Position Holder Trust 587
DNR Denbury Resources 540
REI Ring Energy 93
MPO Midstates Petroleum Company 89
HESM Hess Midstream Partners 0
SDT Sandridge Mississippian Trust I 0
FLMN Falcon Minerals 0
PER 2019-06-30
Part I. Financial Information
Item 1. Financial Statements
Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1A. Risk Factors
Item 6. Exhibits
EX-31.1 a19-10403_1ex31d1.htm
EX-32.1 a19-10403_1ex32d1.htm

Sandridge Permian Trust Earnings 2019-06-30

PER 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 a19-10403_110q.htm 10-Q

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 


 

(Mark One)

 

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

 

For the quarterly period ended June 30, 2019

 

OR

 

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

 

For the transition period from              to

 

Commission File Number: 001-35274

 


 

SANDRIDGE PERMIAN TRUST

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

45-6276683

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

The Bank of New York Mellon Trust Company, N.A., Trustee
601 Travis Street, 16th Floor,
Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(512) 236-6555

 

Former name, former address and former fiscal year, if changed since last report: Not applicable

 


 

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

 

PER

 

The 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 x  No o

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes o  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

 

Large accelerated filer

o

 

Accelerated filer

x

Non-accelerated filer

o

 

Smaller reporting company

x

 

 

 

Emerging growth company

o

 

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. o

 

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

 

As of August 8, 2019, 52,500,000 units of Beneficial Interest in SandRidge Permian Trust were outstanding.

 

 

 


Table of Contents

 

SANDRIDGE PERMIAN TRUST

FORM 10-Q

Quarter Ended June 30, 2019

 

PART I. FINANCIAL INFORMATION

 

 

 

ITEM 1.

Financial Statements (Unaudited)

4

 

Statements of Assets and Trust Corpus

4

 

Statements of Distributable Income

5

 

Statements of Changes in Trust Corpus

6

 

Notes to Financial Statements

7

ITEM 2.

Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

11

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

16

ITEM 4.

Controls and Procedures

16

 

 

 

PART II. OTHER INFORMATION

 

 

 

ITEM 1A.

Risk Factors

18

ITEM 6.

Exhibits

18

 

All references to “we,” “us,” “our,” or the “Trust” refer to SandRidge Permian Trust.  References to “SandRidge” refer to SandRidge Energy, Inc., and where the context requires, its subsidiaries.

 

The overriding royalty interests conveyed by SandRidge to the Trust constitute undivided interests in and to all minerals that may be produced and saved from designated target formations underlying certain properties located in the Permian Basin in Andrews County, Texas (the “Underlying Properties”) are referred to as the “Royalty Interests.”

 

As disclosed in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”) and elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”), on November 1, 2018, SandRidge sold all of its interests in the Underlying Properties and all of its outstanding Trust units to Avalon Energy, LLC, a Texas limited liability company (“Avalon”).

 

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DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report includes “forward-looking statements” about the Trust, Avalon and other matters discussed herein that are subject to risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this document, including, without limitation, statements under “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I and elsewhere in this Quarterly Report regarding the Trust’s or Avalon’s plans and objectives for future operations, are forward-looking statements. Actual outcomes and results may differ materially from those projected.  Forward-looking statements are generally accompanied by words such as “estimate,” “target,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “could,” “may,” “foresee,” “plan,” “goal,” “should,” “intend” or other words that convey the uncertainty of future events or outcomes.  We have based these forward-looking statements on our current expectations and assumptions about future events.  These statements are based on certain assumptions made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances.  However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risk factors discussed in Item 1A of the Trust’s 2018 Form 10-K, which could affect the future results of the energy industry in general, and the Trust and Avalon in particular, and could cause those results to differ materially from those expressed in such forward-looking statements.  The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Avalon’s business or the Trust’s results.  Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in such forward-looking statements.  The Trust undertakes no obligation to publicly update or revise any forward-looking statements.

 

3


Table of Contents

 

PART I. Financial Information

 

ITEM 1. Financial Statements

 

SANDRIDGE PERMIAN TRUST

STATEMENTS OF ASSETS AND TRUST CORPUS (Unaudited)

(In thousands, except unit data)

 

 

 

June 30,
2019

 

December 31,
2018

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

3,169

 

$

2,367

 

Investment in royalty interests

 

549,831

 

549,831

 

Less: accumulated amortization and impairment

 

(442,188

)

(436,973

)

Net investment in royalty interests

 

107,643

 

112,858

 

Total assets

 

$

110,811

 

$

115,225

 

TRUST CORPUS

 

 

 

 

 

Trust corpus, 52,500,000 units issued and outstanding at June 30, 2019 and December 31, 2018

 

$

110,811

 

$

115,225

 

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

 

SANDRIDGE PERMIAN TRUST

STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)

(In thousands, except per unit data)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2019

 

2018

 

2019

 

2018

 

Revenues

 

 

 

 

 

 

 

 

 

Royalty income

 

$

4,901

 

$

7,737

 

$

11,158

 

$

14,662

 

Total revenues

 

4,901

 

7,737

 

11,158

 

14,662

 

Expenses

 

 

 

 

 

 

 

 

 

Post-production expenses

 

8

 

11

 

20

 

24

 

Production taxes

 

233

 

368

 

533

 

700

 

Franchise taxes

 

47

 

47

 

47

 

47

 

Trust administrative expenses

 

609

 

124

 

1,042

 

672

 

Cash reserves withheld for current Trust expenses, net of amounts (used) withheld

 

224

 

619

 

755

 

716

 

Total expenses

 

1,121

 

1,169

 

2,397

 

2,159

 

Distributable income available to unitholders

 

$

3,780

 

$

6,568

 

$

8,761

 

$

12,503

 

Distributable income per unit (52,500,000 units issued and outstanding)

 

$

0.071

 

$

0.125

 

$

0.166

 

$

0.238

 

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

 

SANDRIDGE PERMIAN TRUST

STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)

(In thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2019

 

2018

 

2019

 

2018

 

Trust corpus, beginning of period

 

$

113,190

 

$

123,352

 

$

115,225

 

$

126,168

 

Amortization of investment in royalty interests

 

(2,655

)

(2,804

)

(5,215

)

(5,719

)

Net cash reserves withheld

 

224

 

619

 

755

 

716

 

Distributable income

 

3,780

 

6,568

 

8,761

 

12,503

 

Distributions paid to unitholders

 

(3,728

)

(6,562

)

(8,715

)

(12,495

)

Trust corpus, end of period

 

$

110,811

 

$

121,173

 

$

110,811

 

$

121,173

 

 

The accompanying notes are an integral part of these financial statements.

 

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SANDRIDGE PERMIAN TRUST

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

1. Organization of Trust

 

SandRidge Permian Trust (the “Trust”) is a statutory trust formed under the Delaware Statutory Trust Act pursuant to a trust agreement, as amended and restated (the “Trust Agreement”), by and among SandRidge Energy, Inc. (“SandRidge”), as Trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and The Corporation Trust Company, as Delaware Trustee (the “Delaware Trustee”).

 

The Trust holds Royalty Interests in specified oil and natural gas properties located in Andrews County, Texas (the “Underlying Properties”). The Royalty Interests were conveyed by SandRidge to the Trust concurrent with the initial public offering of the Trust’s common units in August 2011 pursuant to the terms set forth in conveyancing documents effective April 1, 2011 (the “Conveyances”). As consideration for conveyance of the Royalty Interests, the Trust remitted the proceeds of the offering, along with 4,875,000 Trust common units and 13,125,000 Trust subordinated units, which subsequently converted to common units as a result of SandRidge having met its drilling obligation to the Trust in November 2014, to certain wholly-owned subsidiaries of SandRidge.  At October 31, 2018, SandRidge owned 13,125,000 Trust units, or 25% of all Trust units.

 

On November 1, 2018, SandRidge sold all of its interests in the Underlying Properties and all of its Trust units to Avalon Energy, LLC, a Texas limited liability company (“Avalon”). The Conveyances permitted SandRidge to sell all or any part of its interest in the Underlying Properties, where the Underlying Properties were sold subject to and burdened by the Royalty Interests.  In connection with the transaction (the “Sale Transaction”), Avalon and its affiliates assumed all of SandRidge’s obligations under the Conveyances and the Trust Agreement and the administrative services agreement between SandRidge and the Trust pursuant to which SandRidge and Avalon have provided accounting, tax preparation, bookkeeping and informational services to the Trust (the “Administrative Services Agreement”).  In addition, SandRidge assigned its rights to Avalon under the registration rights agreement between SandRidge and the Trust. As of June 30, 2019, Avalon holds 13,125,000 Trust units, or 25% of all Trust units.

 

As a part of the Sale Transaction, SandRidge and Avalon entered into a transition services agreement pursuant to which SandRidge provided certain transition services to Avalon, including trust administration services, through April 30, 2019.  The transition services agreement has expired.

 

The Trust is passive in nature and neither the Trust nor the Trustee has any control over, or responsibility for, any operating or capital costs related to the Underlying Properties. The business and affairs of the Trust are administered by the Trustee. The Trust Agreement generally limits the Trust’s business activities to owning the Royalty Interests and activities reasonably related thereto, including activities required or permitted by the terms of the conveyances related to the Royalty Interests.

 

The Trust makes quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses, property tax and Texas franchise tax and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter. Due to the timing of the payment of production proceeds to the Trust, each distribution covers production from a three-month period consisting of the first two months of the most recently ended quarter and the final month of the quarter preceding it.

 

The Trust will dissolve and begin to liquidate on March 31, 2031, unless sooner dissolved pursuant to the terms of the Trust Agreement as described below (earliest to occur of such events, the “Termination Date”), and will soon thereafter wind up its affairs and terminate. At the Termination Date, 50% of the Royalty Interests will revert automatically to Avalon (as the assignee of SandRidge).  The remaining 50% of the Royalty Interests will be sold at that time, with the net proceeds of the sale, as well as any remaining Trust cash reserves, distributed to the unitholders on a pro rata basis.  Avalon has a right of first refusal to purchase the Royalty Interests retained by the Trust at the Termination Date.  The Trust may also dissolve should one of the following events occur prior to March 31, 2031:  (a) the Trust sells all of the Royalty Interests; (b) cash available for distribution for any four consecutive quarters, on a cumulative basis, is less than $5.0 million; (c) the Trust unitholders approve an earlier dissolution of the Trust; or (d) the Trust is judicially dissolved pursuant to the provisions of the Delaware Statutory Trust Act.  In the case of any of the foregoing, the Trustee would then sell all of the Trust’s assets (subject to the reconveyance of 50% of the Royalty Interests to Avalon and the right of first refusal described above), either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders after payment, or reasonable provision for payment, of all Trust liabilities.

 

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2. Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Accounting.  The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as the Trust records revenues when cash is received (rather than when earned) and expenses when paid (rather than when incurred) and may also establish cash reserves for contingencies, which would not be accrued in financial statements prepared in accordance with GAAP.  This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the United States Securities and Exchange Commission (“SEC”) as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.  Amortization of investment in the Royalty Interests, calculated on a unit-of-production basis, and any impairments are charged directly to the trust corpus.  Distributions to unitholders are recorded when declared.

 

Significant Accounting Policies.  Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with GAAP, which may require such entities to accrue or defer revenues and expenses in a period other than when such revenues are received or expenses are paid. Because the Trust’s financial statements are prepared on the modified cash basis as described above, most accounting pronouncements are not applicable to the Trust’s financial statements.

 

The Trust is treated for federal and applicable state income tax purposes as a partnership.  For U.S. federal income tax purposes, a partnership is not a taxable entity and incurs no U.S. federal income tax liability.

 

With respect to state taxation, a partnership is typically treated in the same manner as it is for U.S. federal income tax purposes.  However, the Trust’s activities result in the Trust having nexus in Texas and, therefore, make it subject to Texas franchise tax.  Texas franchise tax is treated as an income tax for financial statement purposes.  The Trust is required to pay Texas franchise tax each year at a maximum effective rate (subject to changes in the statutory rate) of 0.525% of its gross income, all of which is realized from activities in Texas. The Trust records Texas franchise tax when paid.

 

Impairment of Investment in Royalty Interests.  On a quarterly basis, the Trust evaluates the carrying value of the investment in royalty interests by comparing the undiscounted cash flows expected to be realized from the Royalty Interests to the carrying value.  If the expected future undiscounted cash flows are less than the carrying value, the Trust recognizes an impairment loss for the difference between the carrying value and the estimated fair value of the Royalty Interests, which is determined using future cash flows of the net oil, natural gas and natural gas liquids (“NGL”) reserves attributable to the Royalty Interests, discounted at a rate based upon the weighted average cost of capital of publicly traded royalty trusts. The weighted average cost of capital is based upon inputs that are readily available in the public market.  The future cash flows of the net oil, natural gas and NGL reserves attributable to the Royalty Interests utilizes the oil and natural gas futures prices readily available in the public market adjusted for differentials and estimated quantities of oil, natural gas and NGL reserves that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under existing economic and operating conditions. As there are numerous uncertainties inherent in estimating quantities of proved reserves, these quantities are a significant unobservable input resulting in the fair value measurement being considered a level 3 measurement within the fair value hierarchy.  There were no impairments in the carrying value of the investment in the Royalty Interests during the six-month periods ended June 30, 2019 and 2018.  Material write-downs in subsequent periods may occur if commodity prices decline.  Any impairment would result in a non-cash charge to the trust corpus and would not affect the Trust’s distributable income. See “Risks and Uncertainties” in Note 5 below for further discussion.

 

Distributable Income Per Unit. Distributable income per unit amounts as calculated for the periods presented in the accompanying unaudited statements of distributable income may differ from declared distribution amounts per unit due to rounding and the timing of the Trust’s payment of Trust administrative expenses and other costs.

 

Interim Financial Statements.  The accompanying unaudited interim financial statements have been prepared in accordance with the accounting policies stated in the audited financial statements contained in the 2018 Form 10-K and reflect all adjustments that are, in the opinion of the Trustee, necessary to state fairly the information in the Trust’s unaudited interim financial statements. The accompanying statement of assets and trust corpus as of December 31, 2018 has been derived from audited financial statements.  The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the 2018 Form 10-K.

 

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3. Distributions to Unitholders

 

The Trust makes quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses, property tax and Texas franchise tax and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter.  Distributions cover a three-month production period consisting of the first two months of the most recently ended quarter and the final month of the preceding quarter.  See Note 6 for discussion of the Trust’s quarterly distribution to be paid in August 2019.  A summary of the Trust’s distributions to unitholders during the six-month period ended June 30, 2019 and the year ended December 31, 2018 is as follows:

 

 

 

 

 

 

 

 

 

Total

 

Distribution

 

 

 

Covered

 

 

 

 

 

Distribution

 

Per Common

 

 

 

Production Period

 

Date Declared

 

Date Paid

 

Paid

 

Unit

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

Calendar Quarter 2019

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

September 1, 2018 — November 30, 2018

 

January 24, 2019

 

February 22, 2019

 

$

5.0

 

$

0.095

 

Second Quarter

 

December 1, 2018 — February 28, 2019

 

April 25, 2019

 

May 24, 2019

 

$

3.8

 

$

0.071

 

Calendar Quarter 2018

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

September 1, 2017 — November 30, 2017

 

January 25, 2018

 

February 23, 2018

 

$

5.9

 

$

0.113

 

Second Quarter

 

December 1, 2017 — February 28, 2018

 

April 26, 2018

 

May 25, 2018

 

$

6.6

 

$

0.125

 

Third Quarter

 

March 1, 2018 — May 31, 2018

 

July 26, 2018

 

August 24, 2018

 

$

6.8

 

$

0.129

 

Fourth Quarter

 

June 1, 2018 — August 31, 2018

 

October 25, 2018

 

November 23, 2018

 

$

6.0

 

$

0.115

 

 

4. Related Party Transactions

 

Trustee Administrative Fee.  Under the terms of the Trust Agreement, the Trust pays the Trustee an annual administrative fee, which prior to 2017 was $150,000. The annual fee can be adjusted for inflation by no more than 3% in any year.  The Trustee’s administrative fees paid during the three-month periods ended June 30, 2019 and 2018 totaled approximately $39,000 and $38,000, respectively.  The Trustee’s administrative fees paid during the six-month periods ended June 30, 2019 and 2018 totaled approximately $78,000 and $76,000, respectively.

 

Registration Rights Agreement.  The Trust is party to a registration rights agreement pursuant to which the Trust has agreed to register the offering of the Trust units now held by Avalon upon request by Avalon.  The holders have the right to require the Trust to file no more than five registration statements in aggregate, one of which has been filed to date.  The Trust does not bear any expenses associated with such transactions.

 

Administrative Services Agreement.  The Trust is party to an Administrative Services Agreement with Avalon (as the assignee of SandRidge) that obligates the Trust to pay Avalon an annual administrative services fee for accounting, tax preparation, bookkeeping and informational services performed by Avalon on behalf of the Trust.  For its services under the Administrative Services Agreement, Avalon receives an annual fee of $300,000, which is payable in equal quarterly installments and will remain fixed for the life of the Trust. Avalon is also entitled to receive reimbursement for its out-of-pocket fees, costs and expenses incurred in connection with the provision of any of the services under the Administrative Services Agreement.  The Administrative Services Agreement will terminate on the earliest to occur of: (i) the date the Trust shall have dissolved and commenced winding up in accordance with the Trust Agreement, (ii) the date that all of the Royalty Interests have been terminated or are no longer held by the Trust, (iii) pertaining to services to be provided with respect to any Underlying Properties transferred by Avalon, the date that either Avalon or the Trustee may designate by delivering 90-days’ prior written notice, provided that the transferee of such Underlying Properties assumes responsibility to perform the services in place of Avalon and (iv) a date mutually agreed by Avalon and the Trustee. Administrative fees paid to Avalon for the three-month period ended June 30, 2019 totaled $75,000.  There were no amounts paid to SandRidge during the three-month period ended June 30, 2018, as the related quarterly administrative fee was paid during a prior period.  During each of the six-month periods ended June 30, 2019 and 2018, the Trust paid administrative fees in the amount of $150,000 to Avalon and SandRidge, respectively.

 

5. Commitments and Contingencies

 

Loan Commitment.  Pursuant to the Trust Agreement, if at any time the Trust’s cash on hand (including available cash reserves) is not sufficient to pay the Trust’s ordinary course administrative expenses as they become due, Avalon (as the assignee of SandRidge) will, at the Trustee’s request, loan funds to the Trust necessary to pay such expenses.  Any funds loaned by Avalon pursuant to this commitment will be limited to the payment of current accounts payable or other obligations to trade creditors in connection with

 

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obtaining goods or services or the payment of other current liabilities arising in the ordinary course of the Trust’s business, and may not be used to satisfy Trust indebtedness, or to make distributions.  If Avalon loans funds pursuant to this commitment, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until such loan is repaid in full, with interest, unless Avalon consents to any further distributions.  Any such loan will be on an unsecured basis, and the terms of such loan will be substantially the same as that which would be obtained in an arm’s length transaction between Avalon and an unaffiliated third party.  No such loan from Avalon was outstanding at June 30, 2019 or December 31, 2018.

 

Risks and Uncertainties.  The Trust’s revenue and distributions are substantially dependent upon the prevailing and future prices for oil, natural gas and NGL, each of which depends on numerous factors beyond the Trust’s control such as overall oil, natural gas and NGL production and inventories in the Permian Basin, economic conditions impacting the energy industry generally, the global political environment, regulatory developments and competition from other energy sources.  Oil, natural gas and NGL prices historically have been volatile and may be subject to significant fluctuations in the future.  In the absence of derivative arrangements, low levels of future production and low commodity prices would reduce the Trust’s revenues and distributable income available to unitholders.

 

Following the closing of the Sale Transaction, the Trust is highly dependent on Avalon for multiple services, including the operation of the oil and gas wells burdened by the Royalty Interests, remittance of net proceeds from the sale of production from such wells to the Trust, administrative services such as accounting, tax preparation, bookkeeping and information services performed on behalf of the Trust.  Avalon and its affiliates are each recently formed companies with no significant operating history.  Their activities to date have been limited to organizational efforts, assembling a management team, raising capital, developing and implementing its business plan and operating the Underlying Properties. The ability of Avalon and its affiliates to continue operation of the Underlying Properties depends on Avalon’s future financial condition and economic performance, access to capital, and other factors, many of which are out of its control.

 

6. Subsequent Events

 

Distribution to Unitholders. On July 25, 2019, the Trust declared a cash distribution of $0.089 per unit covering production for the three-month period from March 1, 2019 to May 31, 2019.  The distribution will be paid on or about August 23, 2019 to record holders as of August 9, 2019.  Distributable income for March 1, 2019 to May 31, 2019 was calculated as follows (in thousands, except for unit and per unit amounts):

 

Revenues

 

 

 

Royalty income

 

$

6,050

 

Total revenues

 

6,050

 

Expenses

 

 

 

Post-production expenses

 

13

 

Production taxes

 

283

 

Cash reserves withheld by Trustee (1)

 

910

 

Total expenses

 

1,206

 

Distributable income to unitholders

 

$

4,844

 

Additional cash reserve (2)

 

190

 

Distributable income available to unitholders

 

$

4,654

 

Distributable income per unit (52,500,000 units issued and outstanding)

 

$

0.089

 

 


(1) Includes amounts withheld for payment of future Trust administrative expenses.

(2) Cash reserve increase for the payment of future known, anticipated or contingent expenses or liabilities.

 

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Table of Contents

 

ITEM 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

 

Introduction

 

The following discussion and analysis are intended to help the reader understand the financial condition, results of operations, liquidity and capital resources of SandRidge Permian Trust (the “Trust”). This discussion and analysis should be read in conjunction with the Trust’s unaudited interim financial statements and the accompanying notes included in this Quarterly Report and the Trust’s audited financial statements and the accompanying notes included in the 2018 Form 10-K. All information regarding operations was provided to the Trustee by Avalon.

 

Overview

 

The Trust is a statutory trust formed under the Delaware Statutory Trust Act pursuant to a trust agreement, as amended and restated (the “Trust Agreement”), by and among SandRidge Energy, Inc. (“SandRidge”), as Trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and The Corporation Trust Company, as Delaware Trustee (the “Delaware Trustee”).

 

The Trust holds Royalty Interests in specified oil and natural gas properties located in Andrews County, Texas (the “Underlying Properties”). The Royalty Interests were conveyed by SandRidge to the Trust concurrent with the initial public offering of the Trust’s common units in August 2011 pursuant to the terms set forth in conveyancing documents effective April 1, 2011 (the “Conveyances”). As consideration for conveyance of the Royalty Interests, the Trust remitted the proceeds of the offering, along with 4,875,000 Trust common units and 13,125,000 Trust subordinated units, which subsequently converted to common units as a result of SandRidge having met its drilling obligation to the Trust in November 2014, to certain wholly-owned subsidiaries of SandRidge.  At October 31, 2018, SandRidge owned 13,125,000 Trust units, or 25% of all Trust units.

 

On November 1, 2018, SandRidge sold all of its interests in the Underlying Properties and all of its Trust units to Avalon Energy LLC, a Texas limited liability company (“Avalon”).  The Conveyances permitted SandRidge to sell all or any part of its interest in the Underlying Properties, where the Underlying Properties were sold subject to and burdened by the Royalty Interests.  In connection with the transaction (the “Sale Transaction”), Avalon and its affiliates assumed all of SandRidge’s obligations under the Conveyances and the Trust Agreement and the administrative services agreement between SandRidge and the Trust pursuant to which SandRidge and Avalon have provided accounting, tax preparation, bookkeeping and informational services to the Trust (the “Administrative Services Agreement”).  In addition, SandRidge assigned its rights to Avalon under the registration rights agreement between SandRidge and the Trust.  As of June 30, 2019, Avalon holds 13,125,000 Trust units, or 25% of all Trust units.

 

As a part of the Sale Transaction, SandRidge and Avalon entered into a transition services agreement pursuant to which SandRidge provided certain transition services to Avalon, including trust administration services, through April 30, 2019. The transition services agreement has expired.

 

The Trust is passive in nature and neither the Trust nor the Trustee has any control over, or responsibility for, any operating or capital costs related to the Underlying Properties.  The business and affairs of the Trust are administered by the Trustee.  The Trust Agreement generally limits the Trust’s business activities to owning the Royalty Interests and activities reasonably related thereto, including activities required or permitted by the terms of the conveyances related to the Royalty Interests.

 

The Trust makes quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses, property tax and Texas franchise tax and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter.  Due to the timing of the payment of production proceeds to the Trust, each distribution covers production from a three-month period consisting of the first two months of the most recently ended quarter and the final month of the quarter preceding it.

 

The Trust will dissolve and begin to liquidate on March 31, 2031, unless sooner dissolved pursuant to the terms of the Trust Agreement as described below (earliest to occur of such events, the “Termination Date”) and will soon thereafter wind up its affairs and terminate.  At the Termination Date, 50% of the Royalty Interests will revert automatically to Avalon (as the assignee of SandRidge).  The remaining 50% of the Royalty Interests will be sold at that time, with the net proceeds of the sale, as well as any remaining Trust cash reserves, distributed to the unitholders on a pro rata basis.  Avalon has a right of first refusal to purchase the Royalty Interests retained by the Trust at the Termination Date.  The Trust may also dissolve should one of the following events occur prior to March 31, 2031:  (a) the Trust sells all of the Royalty Interests; (b) cash available for distribution for any four consecutive quarters, on a cumulative basis, is less than $5.0 million; (c) the Trust unitholders approve an earlier dissolution of the Trust; or (d) the Trust is judicially dissolved pursuant to the provisions of the Delaware Statutory Trust Act.  In the case of any of the foregoing, the Trustee would then sell all of the Trust’s assets (subject to the reconveyance of 50% of the Royalty Interests to Avalon and the right of first refusal described above), either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders after payment, or reasonable provision for payment, of all Trust liabilities.

 

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Table of Contents

 

Commodity Price Volatility. The Trust’s quarterly cash distributions are highly dependent upon the prices realized from the sale of oil, natural gas and NGL.  The markets for these commodities are volatile and experienced depressed pricing throughout 2016. While oil, natural gas and NGL prices rose during 2017, they fell significantly from September 2018 to January 2019 due to a buildup in inventories and lower global demand.  Since that time prices have fluctuated significantly, rising again during the three months ended March 31, 2019 as a result of global supply and restraints on trade concerns and declining during the three months ended June 30, 2019 due to increasing global supply and reduced demand.  These swings in price further reinforce the volatility of the market for these commodities.  As a result, there can be no assurance that prices for oil, natural gas and NGL will be maintained for any significant period of time.

 

Properties. As of June 30, 2019, the Trust’s properties consisted of Royalty Interests in oil and natural gas wells, all of which are located in Andrews County, Texas.

 

Distributions. The Trust makes quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses, property tax and Texas franchise tax and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter. Trust unitholders are responsible for all federal and state tax liabilities associated with distributions they receive from the Trust.

 

Pursuant to Internal Revenue Code (“IRC”) Section 1446, withholding tax on income effectively connected to a United States trade or business allocated to foreign partners should be made at the highest marginal rate.  Under IRC Section 1441, withholding tax on fixed, determinable, annual, periodic income from United States sources allocated to foreign partners should be made at 30% of gross income unless the rate is reduced by treaty.  This is intended to be a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) by the Trust, and while specific relief is not specified for IRC Section 1441 income, this disclosure is intended to suffice.  Nominees and brokers should withhold at the highest marginal rate on the distribution made to foreign partners.

 

Results of Trust Operations

 

The primary factors affecting the Trust’s revenues and costs are the quantity of oil, natural gas and NGL production attributable to the Royalty Interests, the prices received for such production and post-production costs (primarily transportation).  Royalty income, post-production expenses and certain taxes are recorded on a cash basis when net revenue distributions are received by the Trust from Avalon.  Information regarding the Trust’s production, pricing and costs for the three-and six-month periods ended June 30, 2019 and 2018 is presented below.

 

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Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2019(1)

 

2018(2)

 

2019(3)

 

2018(4)

 

Production Data

 

 

 

 

 

 

 

 

 

Oil (MBbls)

 

104

 

121

 

213

 

249

 

NGL (MBbls)

 

15

 

17

 

31

 

37

 

Natural gas (MMcf)

 

46

 

59

 

97

 

120

 

Combined equivalent volumes (MBoe)

 

126

 

149

 

260

 

305

 

Average daily combined equivalent volumes (MBoe/d)

 

1.4

 

1.6

 

1.4

 

1.7

 

Well Data

 

 

 

 

 

 

 

 

 

Initial and Trust Development Wells producing - average

 

1,024

 

1,065

 

1,042

 

1,068

 

Revenues (in thousands)

 

 

 

 

 

 

 

 

 

Royalty income

 

$

4,901

 

$

7,737

 

$

11,158

 

$

14,662

 

Total revenue

 

4,901

 

7,737

 

11,158

 

14,662

 

Expenses (in thousands)

 

 

 

 

 

 

 

 

 

Post-production expenses

 

8

 

11

 

20

 

24

 

Production taxes

 

233

 

368

 

533

 

700

 

Franchise taxes

 

47

 

47

 

47

 

47

 

Trust administrative expenses

 

609

 

124

 

1,042

 

672

 

Cash reserves withheld for current Trust expenses, net of amounts (used) withheld

 

224

 

619

 

755

 

716

 

Total expenses

 

1,121

 

1,169

 

2,397

 

2,159

 

Distributable income available to unitholders

 

$

3,780

 

$

6,568

 

$

8,761

 

$

12,503

 

Average Prices

 

 

 

 

 

 

 

 

 

Oil (per Bbl)

 

$

43.59

 

$

59.37

 

$

48.12

 

$

 54.41

 

NGL (per Bbl)

 

$

18.54

 

$

22.75

 

$

22.51

 

$

 23.56

 

Combined oil and NGL (per Bbl)

 

$

40.45

 

$

54.81

 

$

44.89

 

$

 50.45

 

Natural gas (per Mcf)

 

$

2.08

 

$

2.22

 

$

1.91

 

$

 2.16

 

Combined equivalent (per Boe)

 

$

38.75

 

$

52.05

 

$

42.81

 

$

 47.99

 

Average Prices — including impact of post-production expenses

 

 

 

 

 

 

 

 

 

Natural gas (per Mcf)

 

$

1.91

 

$

2.03

 

$

1.70

 

$

 1.96

 

Combined equivalent (per Boe)

 

$

38.69

 

$

51.97

 

$

42.74

 

$

 47.92

 

Expenses (per Boe)

 

 

 

 

 

 

 

 

 

Post-production production

 

$

0.06

 

$

0.08

 

$

0.08

 

$

 0.08

 

Production taxes

 

$

1.85

 

$

2.48

 

$

2.05

 

$

 2.30

 

 


(1)         Production volumes and related revenues and expenses for the three-month period ended June 30, 2019 (included in Avalon’s May 2019 net revenue distribution to the Trust) represent production from December 1, 2018 to February 28, 2019.

(2)         Production volumes and related revenues and expenses for the three-month period ended June 30, 2018 (included in SandRidge’s May 2018 net revenue distribution to the Trust) represent production from December 1, 2017 to February 28, 2018.

(3)         Production volumes and related revenues and expenses for the six-month period ended June 30, 2019 (included in Avalon’s February 2019 and May 2019 net revenue distribution to the Trust) represent production from September 1, 2018 to February 28, 2019.

(4)         Production volumes and related revenues and expenses for the six-month period ended June 30, 2018 (included in SandRidge’s February 2018 and May 2018 net revenue distribution to the Trust) represent production from September 1, 2017 to February 28, 2018.

 

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Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018

 

Revenues

 

Royalty Income. Royalty income is a function of production volumes sold attributable to the Royalty Interests and associated prices received. Royalty income received during the three-month period ended June 30, 2019 totaled $4.9 million compared to $7.7 million received during the three-month period ended June 30, 2018. The approximate $2.8 million decrease in royalty income consisted of approximately $1.1 million attributable to a decrease in total volumes produced and approximately $1.7 million attributable to a decrease in prices received.  The average number of producing wells in the three-month period ended June 30, 2019 decreased by 41 from 1,065 wells in the three-month period ended June 30, 2018, because wells that could not produce minerals in commercial quantities due to a continuing decline in production were shut-in.

 

Expenses

 

Property Taxes.  There were no property taxes paid during the three months ended June 30, 2019 or June 30, 2018 as the applicable taxes were paid during a prior period.

 

Production Taxes.  Production taxes are calculated as a percentage of oil and natural gas revenues, net of any applicable tax credits. Production taxes for the three-month period ended June 30, 2019 totaled approximately $0.2 million, or $1.85 per Boe, and were approximately 4.8% of royalty income.  Production taxes for the three-month period ended June 30, 2018 totaled approximately $0.4 million, or $2.48 per Boe, and were approximately 4.8% of royalty income.

 

Trust Administrative Expenses. Trust administrative expenses generally consist of fees paid to the Trustee and the Delaware Trustee, administrative services fees paid to Avalon, tax return and related form preparation fees, legal and accounting fees, and other expenses incurred as a result of being a publicly traded entity.  Trust administrative expenses for the three-month period ended June 30, 2019 totaled approximately $0.6 million compared to approximately $0.1 million for the three-month period ended June 30, 2018.  The increase during the 2019 period primarily relates to the timing of administrative expense payments.

 

Distributable Income

 

Distributable income for the three-month period ended June 30, 2019 was $3.8 million, which included a net addition of approximately $0.2 million to the cash reserve for the payment of future Trust expenses, reflecting approximately $0.8 million withheld from the May 2019 cash distribution to unitholders partially offset by approximately $0.6 million used to pay Trust expenses during the period.  Distributable income for the three-month period ended June 30, 2018 was $6.6 million, which included a net addition of approximately $0.6 million to the cash reserve for payment of future Trust expenses, reflecting approximately $0.8 million withheld from the February 2018 cash distribution to unitholders partially offset by approximately $0.2 million used to pay Trust expenses during the period.

 

Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

 

Revenues

 

Royalty Income. Royalty income received during the six-month period ended June 30, 2019 totaled $11.1 million compared to $14.7 million received during the six-month period ended June 30, 2018.  The approximate $3.6 million decrease in royalty income consisted of approximately $2.2 million attributable to a decrease in total volumes produced and approximately $1.4 million attributable to a decrease in prices received.  The average number of producing wells in the six-month period ended June 30, 2019 decreased by 26 from 1,068 wells in the six-month period ended June 30, 2018, because wells that could not economically produce due to continued declining production were shut-in.

 

Expenses

 

Property Taxes. There were no property taxes paid during the six months ended June 30, 2019 or June 30, 2018 as the applicable taxes were paid during a prior period.

 

Production Taxes. Production taxes for the six-month period ended June 30, 2019 totaled approximately $0.5 million, or $2.05 per Boe, and were approximately 4.8% of royalty income. Production taxes for the six-month period ended June 30, 2018 totaled approximately $0.7 million, or $2.30 per Boe, and were approximately 4.8% of royalty income.

 

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Trust Administrative Expenses. Trust administrative expenses for the six-month period ended June 30, 2019 totaled approximately $1.0 million compared to approximately $0.7 million for the six-month period ended June 30, 2018.  The increase during the 2019 period primarily relates to the timing of administrative expense payments.

 

Distributable Income. Distributable income for the six-month period ended June 30, 2019 was $8.8 million, which included a net addition of approximately $0.8 million to the cash reserve for payment of future Trust expenses, reflecting approximately $1.8 million withheld in aggregate from the February 2019 and May 2019 cash distributions to unitholders partially offset by approximately $1.0 million used to pay Trust expenses during the period. Distributable income for the six-month period ended June 30, 2018 was $12.5 million, which included a net addition of approximately $0.7 million to the cash reserve for payment of future Trust expenses, reflecting approximately $1.4 million withheld in aggregate from the February 2018 and May 2018 cash distributions to unitholders partially offset by approximately $0.7 million used to pay Trust expenses during the period.

 

Liquidity and Capital Resources

 

The Trust has no source of liquidity or capital resources other than cash flow generated from the Royalty Interests and borrowings to fund administrative expenses, including any amounts borrowed under Avalon’s loan commitment described in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report. The Trust’s primary uses of cash are distributions to Trust unitholders, the payment of Trust administrative expenses, establishing reserves (as determined by the Trustee) for future liabilities, the payment of applicable taxes and the payment of expense reimbursements to Avalon for out-of-pocket expenses incurred on behalf of the Trust. The Trust does not have any obligation to pay any costs associated with the operation of the Underlying Properties or the wells located thereon.

 

Administrative expenses include payments to the Trustee and the Delaware Trustee as well as a quarterly fee of $75,000 paid to Avalon pursuant to the Administrative Services Agreement.  Each quarter, the Trustee determines the amount of funds available for distribution. Available funds are the excess cash, if any, received by the Trust from the sale of production attributable to the Royalty Interests during that quarter over the Trust’s expenses for the quarter.  If at any time the Trust’s cash on hand (including available cash reserves) is not sufficient to pay the Trust’s ordinary course administrative expenses as they become due, the Trust may borrow funds from the Trustee or other lenders, including Avalon, to pay such expenses. The Trustee does not intend to lend funds to the Trust.  Pursuant to the Trust Agreement, if at any time the Trust’s cash on hand (including available cash reserves) is not sufficient to pay the Trust’s ordinary course administrative expenses as they become due, Avalon (as the assignee of SandRidge) will, at the Trustee’s request, loan funds to the Trust necessary to pay such expenses.  Any funds loaned by Avalon pursuant to this commitment will be limited to the payment of current accounts payable or other obligations to trade creditors in connection with obtaining goods or services or the payment of other current liabilities arising in the ordinary course of the Trust’s business, and may not be used to satisfy Trust indebtedness, or to make distributions.  If Avalon loans funds pursuant to this commitment, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until such loan is repaid in full, with interest, unless Avalon consents to any further distributions.  Any such loan will be on an unsecured basis, and the terms of such loan will be substantially the same as that which would be obtained in an arm’s length transaction between Avalon and an unaffiliated third party. No such loan was outstanding at June 30, 2019 or December 31, 2018.

 

Commencing with the distribution to unitholders paid in the first quarter of 2019, the Trustee has withheld, and in the future intends to withhold, the greater of $190,000 or 3.5% of the funds otherwise available for distribution to Trust unitholders each quarter to gradually increase cash reserves for the payment of future known, anticipated or contingent expenses or liabilities by a total of approximately $2,275,000,. In February and May 2019, the Trustee withheld an aggregate of $380,000 from the funds otherwise available for distribution to Trust unitholders. The withholding related to the distribution to Trust unitholders that is expected to occur on or before August 23, 2019 is $190,000.

 

The Trust is highly dependent on Avalon for multiple services, including the operation of the oil and gas wells burdened by the Royalty Interests, remittance of net proceeds from the sale of associated production to the Trust, administrative services such as accounting, tax preparation, bookkeeping, regulatory filings and information services performed on behalf of the Trust, and potentially for loans to pay Trust administrative expenses.  Avalon and its affiliates are each recently formed companies with no significant operating history.  Their activities to date have been limited to organizational efforts, assembling a management team, raising capital, developing and implementing its business plan and operating the Underlying Properties. The ability of Avalon and its affiliates to continue operation of the Underlying Properties depends on Avalon’s future financial condition and economic performance, access to capital, and other factors, many of which are out of its control.

 

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Table of Contents

 

2019 Trust Distributions to Unitholders. During the six-month period ended June 30, 2019, the Trust’s distributions to unitholders were as follows:

 

 

 

 

 

 

 

 

 

Total

 

Distribution

 

 

 

Covered

 

 

 

 

 

Distribution

 

Per Common

 

 

 

Production Period

 

Date Declared

 

Date Paid

 

Paid

 

Unit

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

Calendar Quarter 2019

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

September 1, 2018 — November 30, 2018

 

January 24, 2019

 

February 22, 2019

 

$

5.0

 

$

0.095

 

Second Quarter

 

December 1, 2018 — February 28, 2019

 

April 25, 2019

 

May 24, 2019

 

$

3.8

 

$

0.071

 

 

Future Trust Distributions to Unitholders. During the three-month production period from March 1, 2019 to May 31, 2019, combined sales volumes were lower than the previous period and the average price received per Boe from the sale of oil, natural gas and NGLs attributable to the Royalty Interests increased as compared to the three-month period ended February 28, 2019.  On July 25, 2019, the Trust declared a cash distribution of $0.089 per unit covering production for the period. The distribution will be paid on or about August 23, 2019 to record unitholders as of August 9, 2019 and was calculated as follows (in thousands, except for unit and per unit amounts):

 

Revenues

 

 

 

Royalty income

 

$

6,050

 

Total revenues

 

6,050

 

Expenses

 

 

 

Post-production expenses

 

13

 

Production taxes

 

283

 

Cash reserves withheld by Trustee (1)

 

910

 

Total expenses

 

1,206

 

Distributable income to unitholders

 

$

4,844

 

Additional cash reserve (2)

 

190

 

Distributable income available to unitholders

 

$

4,654

 

Distributable income per unit (52,500,000 units issued and outstanding)

 

$

0.089

 

 


(1) Includes amounts withheld for payment of future Trust administrative expenses.

(2) Cash reserve increase for the payment of future known, anticipated or contingent expenses or liabilities.

 

As the Trust cannot acquire or cause additional wells to be drilled on its behalf, the Trust’s production is expected to decline each quarter during the remainder of its life.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

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

 

ITEM 4. Controls and Procedures

 

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 Exchange Act, designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust are effective as of the end of the period covered by this report. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by Avalon (as successor to SandRidge).

 

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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, (ii) the Administrative Services Agreement and (iii) the Conveyances granting the Royalty Interests, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely on (A) information provided by Avalon (as successor to SandRidge), including information relating to results of operations, the costs and revenues attributable to the Royalty Interests 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 (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Trust’s internal control over financial reporting during the quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, the Trustee’s internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, has not evaluated and makes no statement concerning, the internal control over financial reporting of Avalon and its affiliates.

 

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Table of Contents

 

PART II. Other Information

 

ITEM 1A.  Risk Factors

 

There have been no material changes to the risk factors contained in Item 1A of the 2018 Form 10-K.

 

ITEM 6.  Exhibits

 

The following exhibits are filed or furnished as part of this Quarterly Report:

 

 

 

 

 

Incorporated by Reference

 

Filed or

Exhibit
No.

 

Exhibit Description

 

Form

 

SEC
File No.

 

Exhibit

 

Filing Date

 

Furnished
Herewith

3.1

 

Certificate of Trust of SandRidge Permian Trust

 

S-1

 

333-174492

 

3.1

 

05/25/2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Amended and Restated Trust Agreement of SandRidge Permian Trust, dated August 16, 2011, by and among SandRidge Energy, Inc., The Bank of New York Mellon Trust Company, N.A., and The Corporation Trust Company

 

8-K

 

001-35274

 

4.1

 

08/19/2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.3

 

Amendment No. 1 to Amended and Restated Trust Agreement of SandRidge Permian Trust, dated June 18, 2012, by the Bank of New York Mellon Trust Company, N.A.

 

10-Q

 

001-35274

 

3.3

 

08/13/2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Section 302 Certification

 

 

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Section 906 Certification

 

 

 

 

 

 

 

 

 

*

 

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Table of Contents

 

SIGNATURE

 

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 thereunto duly authorized.

 

 

SANDRIDGE PERMIAN TRUST

 

 

 

 

 

 

 

By:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee

 

 

 

 

 

 

By:

/s/ Sarah Newell

 

 

 

Sarah Newell

 

 

 

Vice President

 

 

 

 

Date: August 8, 2019

 

 

 

 

The Registrant, SandRidge Permian Trust, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available, and none have been provided. In signing the report above, the Trustee does not imply that it has performed any such function or that any such function exists pursuant to the terms of the trust agreement under which it serves.

 

19