Permianville Royalty Trust - Quarter Report: 2014 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2014

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: 001-35333

ENDURO ROYALTY TRUST

(Exact name of registrant as specified in its charter)

Delaware		45-6259461
(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 Global Corporate Trust 919 Congress Avenue, Suite 500 Austin, Texas		78701
(Address of principal executive offices)		(Zip Code)

1-512-236-6545

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	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 November 4, 2014, 33,000,000 units of beneficial interest in Enduro Royalty Trust were outstanding.

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TABLE OF CONTENTS

	Glossary of Certain Oil and Natural Gas Terms	1
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Statements of Assets, Liabilities and Trust Corpus as of September 30, 2014 and December 31, 2013	2
	Statements of Distributable Income for the three and nine months ended September 30, 2014 and 2013	3
	Statements of Changes in Trust Corpus for the three and nine months ended September 30, 2014 and 2013	4
	Notes to Financial Statements	5
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	17
	PART II — OTHER INFORMATION
Item 1A.	Risk Factors	18
Item 6.	Exhibits	18
	Signature	19
	Exhibit Index

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GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS

The following are definitions of significant terms used in this report.

Bbl—One stock tank barrel of 42 U.S. gallons liquid volume, used herein in reference to crude oil and other liquid hydrocarbons.

Boe—One stock tank barrel of oil equivalent, computed on an approximate energy equivalent basis that one Bbl of crude oil equals approximately six Mcf of natural gas.

Btu—A British Thermal Unit, a common unit of energy measurement.

Completion—The installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

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

Field—An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Gross acres or gross wells—The total acres or wells, as the case may be, in which a working interest is owned.

MBbl—One thousand barrels of crude oil or condensate.

MBoe—One thousand barrels of oil equivalent.

Mcf—One thousand cubic feet of natural gas.

MMBoe—One million barrels of oil equivalent.

MMcf—One million cubic feet of natural gas.

Net acres or net wells—The sum of the fractional working interests owned in gross acres or wells, as the case may be.

Net profits interest—A nonoperating interest that creates a share in gross production from an operating or working interest in oil and natural gas properties. The share is measured by net profits from the sale of production after deducting costs associated with that production.

NYMEX—New York Mercantile Exchange.

NYSE—New York Stock Exchange.

Plugging and abandonment—Activities to remove production equipment and seal off a well at the end of a well’s economic life.

Reservoir—A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Working interest—The right granted to the lessee of a property to explore for and to produce and own oil, gas, or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ENDURO ROYALTY TRUST

Statements of Assets, Liabilities and Trust Corpus

	September 30,		December 31,
	2014		2013
	(unaudited)
ASSETS
Cash and cash equivalents	$	228,163	$	85,352
Net profits interest in oil and natural gas properties, net	538,296,915		571,311,115

Total assets	$	538,525,078	$	571,396,467

LIABILITIES AND TRUST CORPUS
Trust corpus (33,000,000 units issued and outstanding)	$	538,525,078	$	571,396,467

Total liabilities and Trust corpus	$	538,525,078	$	571,396,467

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

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ENDURO ROYALTY TRUST

Statements of Distributable Income

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Income from net profits interest	$	7,415,563		$	14,203,592		$	25,627,287		$	34,711,925
Interest income	—			—			—			75
General and administrative expenses	(137,011		)	(160,615		)	(547,201		)	(589,949		)
Cash reserves used (withheld) for Trust expenses	(102,999		)	(14,347		)	(142,811		)	139,869
Distributable income	$	7,175,553		$	14,028,630		$	24,937,275		$	34,261,920

Distributable income per unit (33,000,000 units)	$	0.217441		$	0.425110		$	0.755675		$	1.038240

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

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ENDURO ROYALTY TRUST

Statements of Changes in Trust Corpus

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Trust corpus, beginning of period	$	549,094,921		$	600,760,345		$	571,396,467		$	637,845,277
Cash reserves withheld (used) for Trust expenses	102,999			14,347			142,811			(139,869		)
Distributable income	7,175,553			14,028,630			24,937,275			34,261,920
Distributions to unitholders	(7,175,553		)	(14,028,630		)	(24,937,275		)	(34,261,920		)
Amortization of net profits interest	(10,672,842		)	(17,111,416		)	(33,014,200		)	(54,042,132		)
Trust corpus, end of period	$	538,525,078		$	583,663,276		$	538,525,078		$	583,663,276

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

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ENDURO ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. ORGANIZATION OF THE TRUST

Formation of the Trust and Provisions for Liabilities and Expenses

Enduro Royalty Trust (the “Trust”) is a Delaware statutory trust formed in May 2011 pursuant to a trust agreement (the “Trust Agreement”) among Enduro Resource Partners LLC (“Enduro”), as trustor, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee, and Wilmington Trust Company (the “Delaware Trustee”), as Delaware Trustee.

The Trust was created to acquire and hold for the benefit of the Trust unitholders 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 in the states of Texas, Louisiana and New Mexico held by Enduro as of the date of the conveyance of the net profits interest to the Trust (the “Net Profits Interest”). The properties in which the Trust holds the Net Profits Interest are referred to as the “Underlying Properties.” Enduro is a Delaware limited liability company engaged in the production and development of oil and natural gas from properties located in the Rockies, the Permian Basin of west Texas and southeastern New Mexico, and the Arklatex region of Texas and Louisiana.

The Net Profits Interest is passive in nature and neither the Trust nor the Trustee has any management control over or responsibility for costs relating to the operation of the Underlying Properties. The Trust is not subject to any pre-set termination provisions based on a maximum volume of oil or natural gas to be produced or the passage of time. The Trust will dissolve upon the earliest to occur of the following:

· the Trust, upon approval of the holders of at least 75% of the outstanding Trust Units, sells the Net Profits Interest;

· the annual cash proceeds received by the Trust attributable to the Net Profits Interest are less than $2 million for each of any two consecutive years;

· the holders of at least 75% of the outstanding Trust Units vote in favor of dissolution; or

· the Trust is judicially dissolved.

The Trustee may create a cash reserve to pay for future liabilities of the Trust and may authorize the Trust to borrow money to pay administrative or incidental expenses of the Trust that exceed its cash on hand and available reserves. At September 30, 2014, the Trust had $228,163 of cash and cash equivalents, an increase of $142,811 from the December 31, 2013 cash and cash equivalents balance of $85,352. The Trustee may authorize the Trust to borrow from any person, including the Trustee, the Delaware Trustee or an affiliate thereof, although none of the Trustee, the Delaware Trustee or any affiliate of either of them intends to lend funds to the Trust. The Trustee may also cause the Trust to mortgage its assets to secure payment of the indebtedness. The terms of such indebtedness and security interest, if funds were loaned by the entity serving as Trustee or Delaware Trustee or an affiliate thereof, would be similar to the terms which such entity would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. Under the terms of the Trust Agreement, Enduro provided the Trust with a $1.0 million letter of credit 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. If the Trust requires more than the $1.0 million under the letter of credit to pay administrative expenses, Enduro has agreed to loan funds to the Trust necessary to pay such expenses. If the Trust borrows funds, draws on the letter of credit or Enduro loans funds to the Trust, no further distributions will be made to Trust unitholders until such amounts borrowed or drawn are repaid. Since its formation, the Trust has not borrowed any funds and no amounts have been drawn on the letter of credit.

Each month, the Trustee pays Trust obligations and expenses and distributes to Trust unitholders the remaining proceeds received from the Net Profits Interest. The cash held by the Trustee as a reserve against future liabilities or for distribution at the next distribution date may be held in a noninterest-bearing account or may be invested in:

· Interest-bearing obligations of the United States government;

· Money market funds that invest only in United States government securities;

· Repurchase agreements secured by interest-bearing obligations of the United States government; or

· Bank certificates of deposit.

At September 30, 2014 and December 31, 2013, the Trust did not have any cash on hand related to future distributions.

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ENDURO ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS - Continued

(unaudited)

Net Profits Interest Conveyance, Initial Public Offering and Secondary Offering

On November 8, 2011, Enduro conveyed to the Trust, through the merger of a wholly owned subsidiary of Enduro with the Trust, the Net Profits Interest in exchange for 33,000,000 units of beneficial interest in the Trust (the “Trust Units”). Immediately following the conveyance, Enduro completed an initial public offering of 13,200,000 Trust Units at $22.00 per unit. On October 2, 2013, Enduro completed a secondary offering of 11,200,000 Trust Units at a price of $13.85 per unit to the public. The Trust did not sell any units in the offering and did not receive any proceeds from the offering. After the completion of the secondary offering, and as of September 30, 2014 and December 31, 2013, Enduro owned 8,600,000 Trust Units, or 26% of the issued and outstanding Trust Units.

2. BASIS OF PRESENTATION

The accompanying Statement of Assets, Liabilities and Trust Corpus as of December 31, 2013, which has been derived from audited financial statements, and the unaudited interim financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Therefore, these financial statements should be read in conjunction with the financial statements and notes thereto included in the Trust’s 2013 Annual Report on Form 10-K.

In the opinion of the Trustee, the accompanying unaudited financial statements reflect all adjustments that are necessary for a fair presentation of the interim periods presented and include all the disclosures necessary to make the information presented not misleading.

The preparation of financial statements requires the Trustee to make estimates and assumptions that affect reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although the Trustee believes that these estimates are reasonable, actual results could differ from those estimates.

The Trust uses the modified cash basis of accounting to report Trust receipts of income from the Net Profits Interest and payments of expenses incurred. The Net Profits Interest represents the right to receive revenues (oil and natural gas sales), less direct operating expenses (lease operating expenses and production and property taxes) and development expenses of the Underlying Properties plus any payments made or net payments received in connection with the settlement of certain hedge contracts, multiplied by 80%. Cash distributions of the Trust are made based on the amount of cash received by the Trust pursuant to terms of the conveyance creating the Net Profits Interest.

Under the terms of the conveyance, the monthly Net Profits Interest calculation includes oil and natural gas revenues received as well as cash settlements for applicable hedge contracts received by Enduro during the relevant month for periods during which hedges were in place. Monthly operating expenses and capital expenditures represent incurred expenses, and as a result, represent accrued expenses as well as expenses paid during the period.

The financial statements of the Trust are prepared on the following basis:

(a) Income from Net Profits Interest is recorded when distributions are received by the Trust;

(b) Distributions to Trust unitholders are recorded when paid by the Trust;

(c) Trust general and administrative expenses (which includes the Trustee’s fees as well as accounting, engineering, legal, and other professional fees) are recorded when paid;

(d) Cash reserves for Trust expenses may be established by the Trustee for certain future expenditures that would not be recorded as contingent liabilities under accounting principles generally accepted in the United States of America (“GAAP”);

(e) Amortization of the Net Profits Interest in oil and natural gas properties is calculated on a unit-of-production basis and is charged directly to the Trust corpus; and

(f) The Net Profits Interest in oil and natural gas properties is periodically assessed whenever events or circumstances indicate that the aggregate value may have been impaired below its total capitalized cost based on the Underlying Properties. If an impairment loss is indicated by the carrying amount of the assets exceeding the sum of the undiscounted expected future net cash flows of the Net Profits Interest, then an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value determined using discounted cash flows.

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ENDURO ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS - Continued

(unaudited)

The financial statements of the Trust differ from financial statements prepared in accordance with GAAP because revenues are not accrued in the month of production; certain cash reserves may be established for contingencies which would not be accrued in financial statements prepared in accordance with GAAP; general and administrative expenses are recorded when paid instead of when incurred; and amortization of the net profits interest calculated on a unit-of-production basis is charged directly to trust corpus instead of as an expense. While these statements differ from financial statements prepared in accordance with GAAP, the modified cash basis of reporting revenues, expenses, and distributions is considered to be the most meaningful because monthly distributions to the Trust unitholders are based on net cash receipts.

This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

New Accounting Pronouncements

As the Trust’s financial statements are prepared on the modified cash basis, most accounting pronouncements are not applicable to the Trust’s financial statements. No new accounting pronouncements have been adopted or issued that would impact the financial statements of the Trust.

3. NET PROFITS INTEREST IN OIL AND NATURAL GAS PROPERTIES

The Net Profits Interest in oil and natural gas properties was recorded at its fair value on the date of conveyance. Amortization of the Net Profits Interest in oil and natural gas properties is calculated on a unit-of-production basis based on the Underlying Properties’ production and reserves. Accumulated amortization as of September 30, 2014 and December 31, 2013 was $187,703,085 and $154,688,885, respectively.

4. COMMODITY HEDGES

The Trust is exposed to fluctuations in energy prices in the normal course of business due to the Net Profits Interest in the Underlying Properties. The revenues derived from the Underlying Properties depend substantially on prevailing crude oil prices and, to a lesser extent, natural gas prices. As a result, commodity prices affect the amount of cash flow available for distribution to the Trust unitholders. Lower prices may also reduce the amount of oil and natural gas that Enduro and its third party operators can economically produce. In 2011, to mitigate the negative effects of a possible decline in oil and natural gas prices on distributable income to the Trust and to achieve more predictable cash flows, Enduro entered into hedge contracts with respect to approximately half of expected oil and natural gas production for 2013. Enduro did not enter into any hedge contracts relating to oil and natural gas volumes expected to be produced after 2013 and the terms of the Net Profits Interest prohibit Enduro from entering into new hedging arrangements burdening the Trust. Hedge contracts related to 2013 production matured on December 31, 2013; however as the Trust uses the modified cash basis of accounting, hedge receipts related to 2013 production continued to be included in the distribution until the distribution paid in March 2014. All production attributable to 2014 and thereafter for the Trust is unhedged.

5. INCOME TAXES

Federal Income Taxes

For federal income tax purposes, the Trust is a grantor trust and therefore is not subject to tax at the trust level. Trust unitholders are treated as owning a direct interest in the assets of the Trust, and each Trust unitholder is taxed directly on his pro rata share of the income and gain attributable to the assets of the Trust and entitled to claim his pro rata share of the deductions and expenses attributable to the assets of the Trust. The income of the Trust is deemed to have been received or accrued by each unitholder at the time such income is received or accrued by the Trust rather than when distributed by the Trust.

The deductions of the Trust consist of severance taxes and administrative expenses. In addition, each unitholder is entitled to depletion deductions because the Net Profits Interest constitutes “economic interests” in oil and gas properties for federal income tax purposes. Each unitholder is entitled to amortize the cost of the Trust Units through cost depletion over the life of the Net Profits Interest or, if greater, through percentage depletion. Unlike cost depletion, percentage depletion is not limited to a unitholder’s depletable tax basis in the Trust Units. Rather, a unitholder is entitled to percentage depletion as long as the applicable Underlying Properties generate gross income.

Some Trust Units are held by a middleman, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an interest for a custodian in street name). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Austin, Texas 78701, telephone number (512) 236-6545, is the representative of the Trust that will provide tax information in accordance with applicable U.S. Treasury Regulations governing

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ENDURO ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS - Continued

(unaudited)

the information reporting requirements of the Trust as a WHFIT. Tax information is also posted by the trustee at www.enduroroyaltytrust.com. Notwithstanding the foregoing, the middlemen holding units on behalf of unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting requirements under the U.S. Treasury Regulations with respect to such units, including the issuance of IRS Forms 1099 and certain written tax statements. Unitholders whose units are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust Units.

The tax consequences to a unitholder of ownership of Trust Units will depend in part on the unitholder’s tax circumstances. Unitholders should consult their tax advisors about the federal tax consequences relating to owning the Trust Units.

State Taxes

The Trust’s revenues are from sources in the states of Louisiana, New Mexico and Texas. Because it distributes all of its net income to unitholders, the Trust should not be taxed at the trust level in Louisiana or New Mexico. While the Trust should not owe tax, the Trustee is required to file a return with Louisiana reflecting the income and deductions of the Trust attributable to properties located in that state. Texas does not impose a state income tax, so the Trust’s income will not be subject to income tax at the trust level in Texas. Louisiana and New Mexico presently have income taxes which tax income of nonresidents from real property located within that state. Louisiana and New Mexico tax nonresidents on royalty income from the royalties located in that state. Louisiana and New Mexico also impose a corporate income tax which may apply to unitholders organized as corporations.

Texas imposes a franchise tax at a rate of 1% on gross revenues less certain deductions, as specifically set forth in the Texas franchise tax statutes. Entities subject to tax generally include trusts unless otherwise exempt. Trusts that receive at least 90% of their federal gross income from designated passive sources, including royalties from mineral properties and other income from other non-operating mineral interests, and do not receive more than 10% of their income from operating an active trade or business, generally are exempt from the Texas franchise tax as “passive entities.” While the Trust is intended to be exempt from Texas franchise tax at the Trust level as a passive entity, each unitholder that is considered a taxable entity under the Texas franchise tax would generally be required to include its portion of Trust net income in its own Texas franchise tax computation.

Each unitholder should consult his or her own tax advisor regarding state tax requirements, if any, applicable to such person’s ownership of Trust Units.

6. DISTRIBUTIONS TO UNITHOLDERS

Each month, the Trustee determines the amount of funds available for distribution to the Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the Net Profits Interest and other sources (such as interest earned on any amounts reserved by the Trustee) that month, over the Trust’s liabilities for that month, subject to adjustments for changes made by the Trustee during the month in any cash reserves established for future liabilities of the Trust. Distributions are made to the holders of Trust Units as of the applicable record date (generally the last business day of each calendar month) and are payable on or before the 10th business day after the record date.

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ENDURO ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS - Continued

(unaudited)

The following table provides information regarding the Trust’s distributions paid during the nine months ended September 30, 2014 and 2013:

			Distribution
Declaration Date	Record Date	Payment Date	per Unit
Nine Months Ended September 30, 2014:
December 20, 2013	December 31, 2013	January 15, 2014	$	0.134090
January 21, 2014	January 31, 2014	February 14, 2014	$	0.117935
February 18, 2014	February 28, 2014	March 14, 2014	$	0.100655
March 21, 2014	March 31, 2014	April 14, 2014	$	0.070692
April 17, 2014	April 30, 2014	May 14, 2014	$	0.032496
May 20, 2014	May 30, 2014	June 13, 2014	$	0.082366
June 20, 2014	June 30, 2014	July 15, 2014	$	0.075786
July 21, 2014	July 31, 2014	August 14, 2014	$	0.103852
August 19, 2014	August 29, 2014	September 16, 2014	$	0.037803
Year to Date —2014			$	0.755675

Nine Months Ended September 30, 2013:
December 20, 2012	December 31, 2012	January 15, 2013	$	0.139439
January 18, 2013	January 31, 2013	February 14, 2013	$	0.125276
February 15, 2013	February 28, 2013	March 14, 2013	$	0.070519
March 18, 2013	March 28, 2013	April 12, 2013	$	0.056553
April 19, 2013	April 30, 2013	May 14, 2013	$	0.124518
May 20, 2013	May 31, 2013	June 14, 2013	$	0.096825
June 18, 2013	June 28, 2013	July 15, 2013	$	0.128817
July 19, 2013	July 31, 2013	August 14, 2013	$	0.133930
August 20, 2013	August 30, 2013	September 16, 2013	$	0.162363
Year to Date —2013			$	1.038240

7. RELATED PARTY TRANSACTIONS

Under the terms of the Trust Agreement, the Trust pays an annual administrative fee of $200,000 to the Trustee and $2,000 to the Delaware Trustee. During the three and nine months ended September 30, 2014, the Trust paid $50,000 and $150,100, respectively, to the Trustee pursuant to the terms of the Trust Agreement. During the three and nine months ended September 30, 2013, the Trust paid $50,000 and $150,551 respectively, to the Trustee pursuant to the terms of the Trust Agreement. The Trust did not pay any fees to the Delaware Trustee for the nine months ended September 30, 2014 and 2013, respectively.

8. SUBSEQUENT EVENTS

On October 21, 2014, the Trust declared a distribution of $0.064625 per unit to unitholders of record as of October 31, 2014. The distribution is expected to be paid to unitholders on November 17, 2014.

Subsequent to the last announced distribution, during a review of capital expenditures, Enduro determined that in a prior distribution, capital expenditure accruals had been recorded for which actual costs were also recognized. This resulted in the Trust incurring $0.9 million in additional capital expenditures, net to the Trust. Enduro regularly reviews its expense accruals and records adjustments as necessary. As the Trust applies a modified cash basis of accounting, there is no impact on the Trust’s third quarter or historical financial statements. This amount will be included in the distribution to be paid in December 2014.

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

References to the “Trust” in this document refer to Enduro Royalty Trust while references to “Enduro” in this document refer to Enduro Resource Partners LLC.

The following review of the Trust’s financial condition and results of operations should be read in conjunction with the financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Trust’s 2013 Annual Report on Form 10-K. The Trust’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other filings with the SEC are available on the SEC’s website at www.sec.gov.

Forward-Looking Statements

This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q, including without limitation the statements under “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. No assurance can be given that such expectations will prove to have been correct. When used in this document, the words “believes,” “expects,” “anticipates,” “intends” or similar expressions are intended to identify such forward-looking statements. The following important factors, in addition to those discussed elsewhere in this Form 10-Q, could affect the future results of the energy industry in general, and Enduro and the Trust in particular, and could cause actual results to differ materially from those expressed in such forward-looking statements:

· risks associated with the drilling and operation of oil and natural gas wells;

· the amount of future direct operating expenses and development expenses;

· the effect of existing and future laws and regulatory actions;

· the effect of changes in commodity prices or alternative fuel prices;

· conditions in the capital markets;

· competition in the energy industry;

· uncertainty of estimates of oil and natural gas reserves and production; and

· cost inflation.

You should not place undue reliance on these forward-looking statements. All forward-looking statements speak only as of the date of this Form 10-Q. The Trust does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, unless the securities laws require us to do so.

This Form 10-Q describes other important factors that could cause actual results to differ materially from expectations of Enduro and the Trust, including under the caption “Risk Factors.” All subsequent written and oral forward-looking statements attributable to Enduro or the Trust or persons acting on behalf of Enduro or the Trust are expressly qualified in their entirety by such factors. The Trust assumes no obligation, and disclaims any duty, to update these forward-looking statements.

Overview

The Trust is a statutory trust created under the Delaware Statutory Trust Act in May 2011. The business and affairs of the Trust are administered by the Trustee. The Trustee has no authority over or responsibility for, and no involvement with, any aspect of the oil and gas operations or other activities on the Underlying Properties. The Delaware Trustee has only minimal rights and duties that are necessary to satisfy the requirements of the Delaware Statutory Trust Act.

In connection with the closing of the initial public offering, on November 8, 2011, Enduro contributed the Net Profits Interest to the Trust in exchange for 33,000,000 newly issued Trust Units. The Net Profits Interest entitles the Trust to receive 80% of the net profits from the sale and production of oil and natural gas attributable to the Underlying Properties that are produced during the term of the Conveyance, which commenced on July 1, 2011.

Immediately following the conveyance, Enduro completed an initial public offering of 13,200,000 Trust Units at $22.00 per unit. On October 2, 2013, Enduro completed a secondary offering of 11,200,000 Trust Units at a price of $13.85 per unit to the public. The Trust did not sell any units in the offering and did not receive any proceeds from the offering. After the completion of the secondary offering, and as of September 30, 2014 and December 31, 2013, Enduro owned 8,600,000 Trust Units, or 26% of the issued and outstanding Trust Units.

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The Trust is not subject to any pre-set termination provisions based on a maximum volume of oil or natural gas to be produced or the passage of time. The Trust will dissolve upon the earliest to occur of the following: (1) the Trust, upon approval of the holders of at least 75% of the outstanding Trust Units, sells the Net Profits Interest, (2) the annual cash proceeds received by the Trust attributable to the Net Profits Interest are less than $2 million for each of any two consecutive years, (3) the holders of at least 75% of the outstanding Trust Units vote in favor of dissolution or (4) the Trust is judicially dissolved.

The Trust is required to make monthly cash distributions of substantially all of its monthly cash receipts, after deducting the Trust’s administrative expenses, to holders of record (generally the last business day of each calendar month) on or before the 10th business day after the record date.

The amount of Trust revenues and cash distributions to Trust unitholders depends on, among other things:

· oil and natural gas sales prices;

· volumes of oil and natural gas produced and sold attributable to the Underlying Properties;

· production and development costs;

· price differentials;

· potential reductions or suspensions of production; and

· the amount and timing of Trust administrative expenses.

Generally, cash payment is received by Enduro for oil production 30 to 60 days after it is produced and for natural gas production 60 to 90 days after it is produced.

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Results of Operations

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

The Trust’s net profits income consists of monthly net profits attributable to the Net Profits Interest, which was determined as shown in the following table:

	Three Months Ended September 30,						Increase
	2014			2013			(Decrease)
Gross profits:
Oil sales	$	20,743,114		$	19,682,589		5	%
Natural gas sales	6,453,340			7,614,233			(15	)%
Total	27,196,454			27,296,822			0	%

Costs:
Direct operating expenses:
Lease operating expenses	7,821,000			7,105,000			10	%
Compression, gathering and transportation	774,000			930,000			(17	)%
Production, ad valorem and other taxes	1,996,000			1,900,000			5	%
Development expenses	7,336,000			1,100,000			567	%
Total	17,927,000			11,035,000			62	%

Settlement of hedge contracts	—			1,492,668			(100	)%
Net profits	$	9,269,454		$	17,754,490		(48	)%
Percentage allocable to Net Profits Interest	80		%	80		%
Income from Net Profits Interest	$	7,415,563		$	14,203,592		(48	)%
Trust general and administrative expenses and cash withheld for expenses	240,010			174,962			37	%
Distributable income	$	7,175,553		$	14,028,630		(49	)%

The following table displays oil and natural gas sales volumes and average prices (excluding the effects of the hedging arrangements discussed in Note 4 of the Notes to Financial Statements) from the Underlying Properties, representing the amounts included in the net profits calculation for distributions paid during the three months ended September 30, 2014 and 2013:

	Three Months Ended September 30,						Increase
	2014			2013			(Decrease)

Underlying Properties Production Volumes:
Oil (Bbls)	220,988			221,096			0	%
Natural Gas (Mcf)	1,290,424			2,111,895			(39	)%
Combined (BOE)	436,059			573,079			(24	)%

Average Prices:
Oil - NYMEX (March-May) ($/Bbl)	$	101.58		$	93.35		9	%
Differential	$	(7.72	)	$	(4.33	)	78	%
Oil prices realized ($/Bbl)	$	93.86		$	89.02		5	%

Natural gas - NYMEX (February-April) ($/Mcf)	$	4.75		$	3.55		34	%
Differential	$	0.25		$	0.06		347	%
Natural gas prices realized ($/Mcf)	$	5.00		$	3.61		39	%

Net profits income received by the Trust amounted to $7.4 million for the quarter ended September 30, 2014, a decrease of $6.8 million, or 48%, from the $14.2 million for the third quarter of 2013. The decreased net profits income was primarily due to a $6.2 million increase in development expenses related to Enduro’s participation in the Permian Basin Wolfcamp drilling program operated

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by Pioneer Natural Resources. In addition, lease operating expenses increased by 10% and the expiration of hedge contracts resulted in a decrease in income of $1.5 million due to the maturation of all hedge contracts related to 2013 production. All production attributable to 2014 and thereafter for the Trust is unhedged.

Oil sales included in the third quarter 2014 net profits interest calculation primarily relate to oil produced from the Underlying Properties from March to May 2014. Revenues from oil sales increased 5%, or $1.1 million, as a result of the higher average price received for oil at the wellhead of $93.86 per Bbl as compared to $89.02 per Bbl during the third quarter of 2013. The increase in oil wellhead pricing was due to increased NYMEX prices, partially offset by wider basis differentials. Oil volumes sold remained consistent with the comparable period in 2013 due to replacement of 13,452 Bbls of production with volumes from Wolfcamp capital projects coming online in months included in the third quarter of 2014.

Natural gas sales included in the third quarter of 2014 net profits interest calculation primarily related to natural gas produced from the Underlying Properties from February to April 2014. Natural gas revenues for the quarter ended September 30, 2014 decreased by 15%, or $1.2 million, compared to the third quarter of 2013. This decrease was the result of a 39% decline in production compared to the same period in 2013, due to natural production declines and differences in the timing of cash receipts. As natural gas sales volumes reported represent volumes for which Enduro was paid during the applicable period, reported volumes can fluctuate due to the timing of cash receipts from purchasers. During the third quarter of 2013, natural gas volumes reported included approximately 258,000 Mcf that was paid by an operator for 23 months of production from a well in north Louisiana. These volumes represented past production months for which Enduro was not paid on a timely basis. Natural gas production decline would have been approximately 30% absent this adjustment in the third quarter of 2013. The decrease in production volumes for the three months ended September 30, 2014 was partially offset by an increase of $1.39 per Mcf in realized prices due to a 34%, or $1.20, increase in NYMEX prices, and a $0.19 increase in the positive basis differential.

Expenses included in the third quarter 2014 net profits interest calculation relate to expenses incurred from April to June 2014. Expenses for the third quarter of 2014 increased 62%, or $6.9 million, from the third quarter of 2013 primarily due to higher capital development expenses and lease operating expenses. Capital expenses increased $6.2 million to $7.3 million as compared to the third quarter of 2013 due to participation in the Wolfcamp drilling program in the third quarter of 2014. Of the $7.3 million spent on capital projects in the third quarter of 2014, $4.8 million related to the Rocker B program drilled in the Wolfcamp reservoir.

Cash withheld for general and administrative expenses for the three month period ended September 30, 2014 increased approximately $0.1 million to $0.2 million from the same period of 2013. The increase was primarily due to the Trust having a lower beginning cash balance available at December 31, 2013 to cover immediate expenses.

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Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net profits income for the nine months ended September 30, 2014 and 2013 was determined as shown in the following table:

	Nine Months Ended September 30,						Increase
	2014			2013			(Decrease)
Gross profits:
Oil sales	$	61,001,900		$	56,960,258		7	%
Natural gas sales	18,293,009			22,962,787			(20	)%
Total	79,294,909			79,923,045			(1	)%

Costs:
Direct operating expenses:
Lease operating expenses	22,198,000			22,955,000			(3	)%
Compression, gathering and transportation	2,377,000			2,805,000			(15	)%
Production, ad valorem and other taxes	5,981,000			5,400,000			11	%
Development expenses	18,496,000			11,950,000			55	%
Total	49,052,000			43,110,000			14	%

Settlement of hedge contracts	1,791,200			6,576,861			(73	)%
Net profits	$	32,034,109		$	43,389,906		(26	)%
Percentage allocable to Net Profits Interest	80		%	80		%
Income from Net Profits Interest	$	25,627,287		34,711,925			(26	)%
Trust general and administrative expenses and cash withheld for expenses	690,012			450,005			53	%
Distributable income	$	24,937,275		$	34,261,920		(27	)%

	Nine Months Ended September 30,						Increase
	2014			2013			(Decrease)

Underlying Properties Production Volumes:
Oil (Bbls)	643,342			673,199			(4	)%
Natural Gas (Mcf)	4,233,078			6,820,364			(38	)%
Combined (BOE)	1,348,855			1,809,926			(25	)%

Average Prices:
Oil - NYMEX (September-May) ($/Bbl)	$	99.90		$	92.17		8	%
Oil Differential	$	(5.08	)	$	(7.56	)	(33	)%
Oil prices realized ($/Bbl)	$	94.82		$	84.61		12	%

Natural gas - NYMEX (August-April) ($/Mcf)	$	4.12		$	3.31		25	%
Differential	$	0.20		$	0.06		232	%
Natural gas prices realized ($/Mcf)	$	4.32		$	3.37		28	%

Net profits income received by the Trust amounted to $25.6 million for the nine months ended September 30, 2014, a decrease of $9.1 million, or 26%, from the $34.7 million for the nine months ended September 30, 2013. The decreased net profits income was primarily due to a $6.5 million increase in development expenses related to Enduro’s participation in the Permian Basin Wolfcamp drilling program operated by Pioneer Natural Resources, partially offset by decreases in lease operating expense and compression, gathering and transportation. The expiration of hedge contracts related to 2013 production resulted in a decrease in income of $4.8

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million for the nine month period ended September 30, 2014, as the last hedge settlement received was paid on the March 2014 distribution. All production attributable to 2014 and thereafter for the Trust is unhedged.

Oil sales included in the nine months ended September 30, 2014 net profits interest calculation primarily relate to oil produced from the Underlying Properties from September 2013 to May 2014. As compared to the nine months ended September 30, 2013, oil sales increased 7% as a result of increases in the average price received due to increased NYMEX prices and a decrease in the oil differential. During the months represented by the nine months ended September 30, 2014 net profits interest calculation, average realized oil prices increased by $10.21 per Bbl as a result of a $7.73 per Bbl increase in NYMEX coupled with a narrowing of basis differentials in the Permian Basin to an average of $5.08 per Bbl in the nine months ended September 30, 2014, compared to $7.56 per Bbl for the nine months ended September 30, 2013. Oil volumes declined 4% to 643 MBbls during the months included in the net profits interest calculation for the nine months ended September 30, 2014, compared to 673 MBbls for the same period in 2013, mainly due to natural decline and, to a lesser extent, the timing of payments received from third parties for the Underlying Properties.

Natural gas sales included in the nine months ended September 30, 2014 net profits interest calculation primarily related to natural gas produced from the Underlying Properties from August 2013 to April 2014. Natural gas sales decreased 20% compared to the nine months ended September 30, 2013 due to a 38% reduction in natural gas volumes from 6,820 MMcf in the nine months ended September 30, 2013 to 4,233 MMcf in the nine months ended September 30, 2014, partially offset by a $0.95 per Mcf increase in realized prices, from $3.37 per Mcf in the nine months ended September 30, 2013 to $4.32 per Mcf in the nine months ended September 30, 2014. NYMEX natural gas prices increased 25% for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013, while the positive differential increased over the same period, contributing to an increase of 28% in the average prices received for natural gas in the nine month period. Natural gas volumes reported during the nine months ended September 30, 2014 were lower than the natural gas volumes reported during the nine months ended September 30, 2013 as a result of natural decline and the timing of payments received from purchasers. Gas volumes reported in the nine months ended September 30, 2013 included approximately 258 MMcf that was paid by an operator for 23 months of production from a well in north Louisiana.

Expenses increased $5.9 million, or 14%, from the nine months ended September 30, 2013 net profits interest distribution calculation to the nine month period of 2014 primarily due to increased development expenses and production, ad valorem and other taxes, partially offset by decreases in lease operating and transportation expenses related to decreased sales volumes.

Capital development expenses for the nine months ended September 30, 2014 represent expenses incurred from October 2013 to June 2014. Capital development expenses increased $6.5 million to $18.5 million in the nine months ended September 30, 2014 as compared to the nine month period of 2013 due to participation in the Wolfcamp drilling program. Of the $18.5 million spent on capital projects in the nine month period of 2014, $10.9 million related to the Rocker B program in the Wolfcamp reservoir of the Permian Basin. Capital development expenses for the nine months ended September 30, 2013 primarily related to two Permian oil wells being drilled in the Lost Tank field in southeastern New Mexico.

Production, ad valorem and other tax expense increased $0.6 million to $6.0 million in the nine month period of 2014 as compared to the same period of 2013. Production tax increased $0.3 million due to an increase in oil revenues, which are taxed at a higher rate than gas revenues. Ad valorem taxes increased $0.3 million due to the absence of downward adjustments included in the nine month period ended September 30, 2013 for ad valorem taxes that came in less than anticipated.

Cash withheld for general and administrative expenses for the nine month period ended September 30, 2014 increased approximately $0.2 million from the same period of 2013. The increase was primarily due to the Trust having a lower beginning cash balance available at December 31, 2013 to cover immediate expenses.

Liquidity and Capital Resources

The Trust’s principal sources of liquidity are cash flow generated from the Net Profits Interest and borrowing capacity under the letter of credit described below. Other than Trust administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash is for distributions to Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the Net Profits Interest and other sources (such as interest earned on any amounts reserved by the Trustee) in that month, over the Trust’s expenses paid for that month. Available funds are reduced by any cash the Trustee decides to hold as a reserve against future expenses.

The Trustee may create a cash reserve to pay for future liabilities of the Trust. If the Trustee determines that the cash on hand and the cash to be received are, or will be, insufficient to cover the Trust’s liabilities, the Trustee may authorize the Trust to borrow money to pay administrative or incidental expenses of the Trust that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow from any person, including the Trustee or the Delaware Trustee or an affiliate thereof, although none of the Trustee, the Delaware Trustee or any affiliate of either of them intends to lend funds to the Trust. The Trustee may also cause the Trust to mortgage its assets to secure payment of the indebtedness. The terms of such indebtedness and security interest, if funds were loaned by the entity serving as Trustee or Delaware Trustee or an affiliate thereof, would be similar to the terms which such entity would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. In addition, Enduro provided the Trust with a $1 million letter of credit to be used by the Trust in the event that its cash on hand (including available cash reserves) is

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not sufficient to pay ordinary course administrative expenses. Further, if the Trust requires more than the $1 million under the letter of credit to pay administrative expenses, Enduro has agreed to loan funds to the Trust necessary to pay such expenses. If the Trust borrows funds, draws on the letter of credit or Enduro loans funds to the Trust, no further distributions will be made to Trust unitholders until such amounts borrowed or drawn are repaid. Except for the foregoing, the Trust has no source of liquidity or capital resources. The Trustee has no current plans to authorize the Trust to borrow money. Since the Trust’s formation, it has not borrowed any funds and no amounts have been drawn on the letter of credit.

In prior periods, any amounts received by Enduro from the hedge contract counterparty upon settlement of the hedge contracts reduced the operating expenses related to the Underlying Properties in calculating the net profits. However, Enduro did not enter into any hedge contracts relating to oil and natural gas volumes expected to be produced after 2013 and the terms of the Net Profits Interest prohibit Enduro from entering into new hedging arrangements burdening the Trust. As of December 31, 2013, all hedge contracts had matured. Consequently, all production attributable to the Trust in 2014 and thereafter is unhedged.

The Trust pays the Trustee an administrative fee of $200,000 per year. The Trust pays the Delaware Trustee a fee of $2,000 per year. The Trust also incurs, either directly or as a reimbursement to the Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the Trust before distributions are made to Trust unitholders. The Trust also is responsible for paying other expenses incurred as a result of being a publicly traded entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and Form 1099 preparation and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.

The Trust does not have any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the Trust’s liquidity or the availability of capital resources.

Distributions Declared After Quarter End

Off-Balance Sheet Arrangements

The Trust has no off-balance sheet arrangements. The Trust has not guaranteed the debt of any other party, nor does the Trust have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt, losses or contingent obligations other than the commodity hedge contracts disclosed in the section “Quantitative and Qualitative Disclosures About Market Risk.”

New Accounting Pronouncements

Critical Accounting Policies and Estimates

Please read “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” of the Trust’s 2013 Annual Report on Form 10-K for additional information regarding the Trust’s critical accounting policies and estimates. There were no material changes to the Trust’s critical accounting policies or estimates during the quarter ended September 30, 2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Commodity Price Sensitivity

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Item 4. Controls and Procedures.

Evaluation of 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). Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust were effective, as of the end of the period covered by this report, in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure.

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 and (ii) the Conveyance of the Net Profits Interest, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely on (A) information provided by Enduro, including information relating to results of operations, the costs and revenues attributable to the Trust’s interest under the conveyance 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 the Net Profits Interest, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers.

Changes in Internal Control over Financial Reporting.

During the quarter ended September 30, 2014, there was no change in the Trust’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal control over financial reporting of Enduro.

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PART II—OTHER INFORMATION

Item 1A. Risk Factors.

Risk factors relating to the Trust are discussed in Item 1A of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. No material change to such risk factors occurred during the three months ended September 30, 2014.

Item 6. Exhibits.

The exhibits listed in the accompanying index to exhibits are filed as part of the Quarterly Report on Form 10-Q.

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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.

	ENDURO ROYALTY TRUST

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

	By:	/s/ SARAH NEWELL
		Sarah Newell
		Vice President

Date: November 5, 2014

The Registrant, Enduro Royalty 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 such function exists pursuant to the terms of the Trust agreement under which it serves.

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INDEX TO EXHIBITS

Exhibit Number		Description
2.1		Agreement and Plan of Merger of Enduro Royalty Trust and Enduro Texas LLC, dated as of November 3, 2011 by and between the Bank of New York Mellon Trust Company, N.A. as Trustee of Enduro Royalty Trust and Enduro Texas LLC. (Incorporated herein by reference to Exhibit 1.2 to our Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))

3.1		Certificate of Trust of Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed on May 16, 2011 (Registration No. 333-174225))

3.2		Trust Agreement of Enduro Royalty Trust, dated as of May 3, 2011 by and between the Bank of New York Mellon Trust Company, N.A. as Trustee of Enduro Royalty Trust and Enduro Texas LLC. (Incorporated herein by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed on May 16, 2011 (Registration No. 333-174225))

4.1		Registration Rights Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))

4.2		Amendment No. 1 to Registration Rights Agreement, dated as of November 8, 2012, by and between Enduro Resource Partners LLC and Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 18, 2013 (File No. 1-35333))

10.1		Conveyance of Net Profits Interest, dated November 8, 2011, by and between Enduro Operating LLC and Enduro Texas LLC. (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))

10.2		Supplement to Conveyance of Net Profits Interest, dated November 8, 2011, from Enduro Operating LLC, Enduro Texas LLC and the Bank of New York Mellon Trust Company, N.A. as Trustee of Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))

31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.