UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

☒

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2021

for the Quarterly Period Ended June 30, 2022

or

 

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to

for the transition period from _____ to _____

Commission File No. 001-08032

 

 

SAN JUAN BASIN ROYALTY TRUST

(Exact name of registrant as specified in the Amended and Restated San Juan Basin Royalty Trust Indenture)

 

 

 

Texas 75-6279898

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

BBVA USAPNC Bank, National Association

PNC Asset Management Group

2200 Post Oak Blvd, Floor 18

Houston, Texas 77056

(Address of principal executive offices) (Zip Code)

(866) 809-4553

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

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

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

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

 

Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer ☒  Smaller reporting company ☒
   Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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

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 SJT New York Stock Exchange

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

Number of Units of beneficial interest outstanding at August 16, 2021:15, 2022: 46,608,796

 

 

 

Table of Contents

 

 PART I. FINANCIAL INFORMATION  

Item 1

 

Financial Statements

   1 

Item 2

 

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

   54 

Item 3

 

Quantitative and Qualitative Disclosures about Market Risk

10

Item 4

Controls and Procedures

10
PART II. OTHER INFORMATION

Item 1

Legal Proceedings

11

Item 1A

Risk Factors

11

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

11

Item 3

Defaults Upon Senior Securities

   11 

Item 4

 

Mine Safety DisclosuresControls and Procedures

   11
PART II. OTHER INFORMATION

Item 1

Legal Proceedings12

Item 1A

Risk Factors12

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds12

Item 3

Defaults Upon Senior Securities12

Item 4

Mine Safety Disclosures12 

Item 5

 

Other Information

   1112 

Item 6

 

Exhibits

   1213 
 SIGNATURE  

SAN JUAN BASIN ROYALTY TRUST

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

 

 

  June 30,   December 31,   June 30,   December 31, 
  2021   2020   2022   2021 
  (Unaudited)   (Audited)   (Unaudited)   (Audited) 

ASSETS

        

Cash and short-term investments

  $1,821,025   $1,286,468   $6,202,132   $6,240,726 

Net overriding royalty interest in producing oil and gas properties (net of accumulated amortization of $128,889,723 and $128,151,694 at June 30, 2021 and December 31, 2020, respectively)

   4,385,805    5,123,834 

Net overriding royalty interest in producing oil and gas properties (net of accumulated amortization of $129,984,517 and $129,584,681 at June 30, 2022, and December 31, 2021, respectively)

   3,291,011    3,690,847 
  

 

   

 

   

 

   

 

 

Total assets

  $6,206,830   $6,410,302   $9,493,143   $9,931,573 
  

 

   

 

   

 

   

 

 

LIABILITIES AND TRUST CORPUS

        

Distribution payable to Unit Holders

  $821,025   $286,468   $5,202,132   $5,240,726 

Cash reserves

   1,000,000    1,000,000    1,000,000    1,000,000 

Trust corpus – 46,608,796 Units of beneficial interest authorized and outstanding

   4,385,805    5,123,834    3,291,011    3,690,847 
  

 

   

 

   

 

   

 

 

Total liabilities

  $6,206,830   $6,410,302   $9,493,143   $9,931,573 
  

 

   

 

   

 

   

 

 

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)

 

 

  Three Months Ended
June 30,		 Six Months Ended
June 30,		   Three Months Ended
June 30,		 Six Months Ended
June 30,		 
  2021 2020 2021 2020   2022 2021 2022 2021 

Royalty income

  $7,565,789  $970,722  $15,777,876  $6,039,129   $13,722,931  $7,565,789  $28,613,422  $15,777,876 

Interest income

   357   2,052   770   5,613    1,829   357   2,036   770 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total income

   7,566,146   972,774   15,778,646   6,044,742    13,724,760   7,566,146   28,615,458   15,778,646 

General and administrative expenses

   (400,138)   (494,672)   (861,395)   (948,379)    (381,718)   (400,138)   (903,189)   (861,395) 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Decrease in cash reserves

   —     107,142   —     107,142 

Distributable income

  $7,166,008  $585,244  $14,917,251  $5,203,505   $13,343,042  $7,166,008  $27,712,269  $14,917,251 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Distributable income per Unit (46,608,796 Units)

  $0.153748  $0.012557  $0.320052  $0.111642   $0.286277  $0.153748  $0.594571  $0.320052 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)

   Three Months Ended
June 30,		  Six Months Ended
June 30,		 
   2022  2021  2022  2021 

Trust corpus, beginning of period

  $3,436,820  $4,758,683  $3,690,847  $5,123,834 

Amortization of net overriding royalty interest

   (145,809)   (372,878)   (399,836)   (738,029) 

Distributable income

   13,343,042   7,166,008   27,712,269   14,917,251 

Distributions declared

   (13,343,042)   (7,166,008)   (27,712,269)   (14,917,251) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Trust corpus, end of period

  $3,291,011  $4,385,805  $3,291,011  $4,385,805 
  

 

 

  

 

 

  

 

 

  

 

 

 

Distributions declared (per Unit)

  $0.286277  $0.153748  $0.594571  $0.320052 
  

 

 

  

 

 

  

 

 

  

 

 

 

These Condensed Financial Statements should be read in conjunction with the accompanying

Notes to Condensed Financial Statements included herein.

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)

   Three Months Ended
June 30,		  Six Months Ended
June 30,		 
   2021  2020  2021  2020 

Trust corpus, beginning of period

  $4,758,683  $5,254,179  $5,123,834  $5,452,207 

Amortization of net overriding royalty interest

   (372,878)   (82,109)   (738,029)   (280,137) 

Distributable income

   7,166,008   585,244   14,917,251   5,203,505 

Distributions declared

   (7,166,008)   (585,244)   (14,917,251)   (5,203,505) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Trust corpus, end of period

  $4,385,805  $5,172,070  $4,385,805  $5,172,070 
  

 

 

  

 

 

  

 

 

  

 

 

 

Distributions declared (per Unit)

  $0.153748  $0.012557  $0.320052  $0.111642 
  

 

 

  

 

 

  

 

 

  

 

 

 

These Condensed Financial Statements should be read in conjunction with the accompanying

Notes to Condensed Financial Statements included herein.

1.

1. Basis of Presentation

The preceding condensed statement of assets, liabilities and trust corpus as of December 31, 2020,2021, which has been derived from audited financial statements, and the unaudited interim condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in San Juan Basin Royalty Trust (the “Trust”) Annual Report on Form 10-K for the year ended December 31, 2020.2021. In the opinion of BBVA USA,PNC Bank, National Association, the trustee of the Trust (the(“PNC Bank” or the “Trustee”), and based upon information provided to the Trust by Hilcorp San Juan L.P. (“Hilcorp”), the present owner of certain oil and gas interests (the “Subject Interests”) originally owned by Southland Royalty Company (“Southland”) in properties located in the San Juan Basin of northwestern New Mexico, (the “Royalty Income”), all adjustments, consisting only of normal recurring adjustments, have been included that are necessary to fairly present the assets, liabilities and trust corpus of the Trust at June 30, 2021,2022, and the distributable income and changes in trust corpus for the three-month and six-month periods ended June 30, 20212022 and 2020.2021. The distributable income for such interim periods is not necessarily indicative of the distributable income for the full year.

The financial statements of the Trust are prepared on the following basis and are not intended to present the financial position and results of operations of the Trust in conformity with U.S. generally accepted accounting principles (“GAAP”):

 

The net proceeds attributableNet Overriding Royalty Conveyance (the “Conveyance”) conveyed to the Trust a 75% net overriding royalty interest (the “Royalty”) that burdens the Subject Interests recorded for a month isInterests. The Trust receives royalty income (“Royalty Income”) equal to 75% of the amount computed and paidNet Proceeds attributable to the Subject Interests. “Net Proceeds,” as used in the Conveyance, means the excess of Gross Proceeds received by Hilcorp toduring a particular period over Production Costs for such period. “Gross Proceeds” means the Trustee for the Trust. Royalty Income consists of the proceedsamount received by Hilcorp from the sale of production less accruedattributable to the Subject Interests, subject to certain adjustments (e.g., fuel, gathering and transportation). “Production Costs” include both capital and non-capital costs incurred by Hilcorp in operating the Subject Interests including development drilling, production costs, development and drillingprocessing costs, applicable taxes, and operating charges, and other costs and deductions, multiplied by 75%.charges. The calculation of net proceedsNet Proceeds by Hilcorp for any month includesmay include adjustments to proceeds and costs for prior months and affectswhich will affect the Royalty Income paid to the Trust and the distribution to Unit Holders for that month. See Item 2 Part I of this Quarterly Report on Form 10-Q entitled “Gross Proceeds and Severance Tax Estimates” for a more detailed explanation of the estimate and true-up process for distributable income reporting and distributions to Unit Holders.

 

Although permitted under the Net Overriding Royalty Conveyance that transferred the Royalty to the Trust, (the “Conveyance”), Hilcorp has informed the Trust that, for wells operated by Hilcorp, it generally does not intend to accrue lease operating expenses to the Trust.

 

Hilcorp has informed the Trust that oil revenue isGross Proceeds are typically reported to the Trust based on actual volumes and pricingpricing. Proceeds from production in the first month are generally received by Hilcorp in the second month, the Royalty Income is paid by Hilcorp to the Trustee in the third month, and that duedistribution by the Trustee to timing, Hilcorp reports accruedthe Unit Holders is made in the fourth month. Net Proceeds for a calendar year are typically based on the actual natural gas revenues toand oil production during the Trust based on actual production volumes fromperiod beginning with November of the meters. Generally, Hilcorp reconcilespreceding calendar year through October of the natural gas revenue accruals with the plant processing statements the month following the previously reported financial information.current calendar year.

 

Hilcorp has notified the Trust that non-operated revenue is reported to the Trust based on a three-month lag.lag from operated revenues. Non-operated revenue for a calendar year is typically based on the actual natural gas and oil production during the period, beginning with OctoberAugust of the preceding calendar year through SeptemberJuly of the current calendar year.

 

 • 

Trust expenses recorded are based on liabilities paid and cash reserves established from Royalty Income for liabilities and contingencies.

 

Distributions to Unit Holders are recorded when declared by the Trustee.

 

The Conveyance provides that any excess production costsProduction Costs applicable to the Subject Interests over gross proceedsGross Proceeds from such properties must be recovered from future net proceedsNet Proceeds before Royalty Income is again paid to the Trust. The Trust is not obligated to reimburse Hilcorp for any excess production costsProduction Costs if future gross proceedsGross Proceeds from the Subject Interests are insufficient to cover such costs.

 

Depletion and any impairment are recorded as a reduction in trust corpus instead of an expense.

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 liabilities and contingencies which would not be accrued in financial statements prepared in accordance with GAAP; expenses are recorded when paid, instead of when incurred; and amortization of the Royalty calculated on a unit-of-production basis is charged directly to trust corpus instead of as an expense. Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with GAAP, directing such entities to accrue or defer revenues and expenses in a period other than when such revenues were received, or expenses were 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. This comprehensive basis of accounting corresponds to the accounting permitted for royalty trusts by the SEC, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

The Trustee routinely reviews the Trust’s royalty interests in oilnatural gas and natural gasoil properties for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If an impairment event occurs and it is determined

that the carrying value of the Trust’s royalty interests may not be recoverable, an impairment will be recognized as measured by the amount by which the carrying amount of the royalty interests exceeds the fair value of these assets, which would likely be measured by discounting projected cash flows and is charged directly to trust corpus instead of as an expense. There was no impairment of the Trust’s assets as of June 30, 2021.2022.

2.

2. Federal Income Taxes

For federal income tax purposes, the Trust constitutes a fixed investment trust that is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. The Unit Holders are considered to own the Trust’s income and principal as though no trust were in existence. The income of the Trust is deemed to have been received or accrued by each Unit Holder at the time such income is received or accrued by the Trust rather than when distributed by the Trust.

The Trust is a widely held fixed investment trust (“WHFIT”) classified as a non-mortgage widely held fixed investment trust (“NMWHFIT”) for federal income tax purposes. The Trustee is the representative of the Trust that will provide tax information in accordance with the applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT and a NMWHFIT.

The Royalty constitutes an “economic interest” in oilnatural gas and natural gasoil properties for federal income tax purposes. Unit Holders must report their share of the production revenues of the Trust as ordinary income from oilnatural gas and natural gasoil royalties and are entitled to claim depletion with respect to such income. The Royalty is treated as a single property for depletion purposes. The Trust has on file technical advice memoranda confirming such tax treatment.

Under present law, the Trust’s production and sale of natural gas from Coal Seam Wells does not qualify for tax credit under Section 45K of the Code (the “Section 45 Tax Credit”). Congress has at various times since 2002 considered energy legislation, including provisions to reinstate the Section 45 Tax Credit in various ways and to various extents, but no legislation that would qualify the Trust’s current production for such credit has been enacted. No prediction can be made as to what future tax legislation affecting Section 45K of the Code may be proposed or enacted or, if enacted, its impact, if any, on the Trust and the Unit Holders.

The classification of the Trust’s income, for purposes of the passive loss rules, may be important to a Unit Holder. Royalty incomeIncome, such as that derived through the Trust, will generally be treated as portfolio income that may not be offset or reduced by passive losses.

Tax positions taken by the Trust related to the Trust’s pass-through status and state tax positions have been reviewed, and the Trustee is of the opinion that the material tax positions it has taken would more likely than not be sustained by examination. As of June 30, 2021,2022, the Trust’s tax years 20172018 and thereafter remain subject to examination.

Each Unit Holder should consult his or her own tax advisor regarding tax compliance matters related to such Unit Holder’s interest in the Trust.

3.

3. Commitments and Contingencies

Contingencies related to the Subject Interests that are unfavorably resolved would generally be reflected by the Trust as reductions to future Royalty Income payments to the Trust with corresponding reductions to cash distributions to Unit Holders. See Note 1 Basis of Presentation, for a summary of the terms of the Conveyance with respect to recovery of costs.

Covid-19 Pandemic.Pandemic. The Trust continues to request periodic updates from Hilcorp as to its production and financial expectations with respect to the Subject Interests due to any effects caused by the ongoing Covid-19 pandemic and the recent fluctuations in oil and gas pricing. Hilcorp has informed the Trust that, given the current natural gas pricing environment, Hilcorp does not anticipate materially reducing any of the Subject Interests’ production or taking any of the Subject Interests’ wells offline; however, both the Trust and Hilcorp continue to monitor the impact that future Covid-19 restrictions or outbreaks may have on production, including as it relates to personnel availability in New Mexico and other Subject InterestInterests’ areas. Hilcorp further informed the Trust that it does not anticipate that the current state of the Covid-19 has not had, nor does it anticipate that Covid-19pandemic will have any material impact on its operation of the Subject Interests or on its payments of Royalty Income to the Trust. However, the continuing impact of the ongoingcontinued Covid-19 pandemic, including additional surgesa resurgence of COVID-19 lockdowns in Asia, may extend existing supply chain disruptions and order backlogs for materials or variants and requiredservices needed to maintain production in the Subject Interest areas, or recommended pandemic mitigation efforts,have other unknown impacts on Hilcorp and the Subject Interests, remains unknown and any such impact could result in actual results being different from Hilcorp’s expectations, despiteexpectations.

Geo-Political Uncertainties. Prices for goods and services have risen over the lacklast 12 months, and inflationary pressures have accelerated in the first half of a materially adverse2022, as regional and global commodity prices have risen in response to the conflict in Ukraine. The impact to-dateof ongoing or extended conflict on Hilcorp’s ability to produce from the pandemic.Subject Interests or on commodity prices is unknown.

Gross Proceeds and Severance TaxProduction Cost Estimates.Hilcorp has advised the Trust that for certain months (since the closing of its purchase of the assets), it has reported estimates of cash revenues and expenses based on the best information available to it at the time, instead of reporting actual amounts. Hilcorp further has informed the Trust that it believes that its estimates have been prepared in accordance with the Conveyance, and the Trust and its advisors continue to review such estimates for compliance with the Conveyance.

Hilcorp’s process of reconciling actual revenue and severance taxes to previously reported estimates (which the Trust refers to as “true-ups”“true-ups”) are were still occurring and being reported in 2021. In addition,At the beginning of 2021, Hilcorp informed the Trust that dueit planned to Hilcorp’s transitionrefine further its estimating and reporting processes and that Hilcorp would review prior periods to a new accounting system,ensure greater accuracy and consistency, both for prior periods as well as future reporting periods. As part of that review process, Hilcorp informed the February, MarchTrust that it may reverse and April 2021 production months were based on estimated production, estimated prices and estimated costs utilizing historical trends.rebook revenue for certain periods. Thus, distributions to the Trust from Hilcorp in any given month may becertain months during 2021 were subject to adjustments based upon prior months’ true-ups and rebooking, plus interest. During the three months ended June 30, 2021, Hilcorp made no true-up adjustments.

Hilcorp notifiedinformed the Trust that as ofit completed the date of this Quarterly Report, Hilcorp anticipates that it will adjust the previously reported productiontransition to its new accounting system and financial information for the production months of January 2021 through April 2021began to report actual, not estimated, revenue and expenses for operated wells beginning with the June 2021 production month (August 2021 reporting month) and November 2020 through Aprilthat it has reversed and rebooked revenue for certain prior periods. As of December 31, 2021, for non-operated wells. Therefore, Hilcorp believes that these adjustments willall prior month true-ups have been completed for operated wells. The true-ups of revenues for non-operated properties for the 2021 distribution periods were completed in the February and March 2022 reporting months.

The amount of Gross Proceeds depends on the volumes of natural gas and oil produced from the Subject Interests. Under the terms of the Indenture, the Trust cannot acquire new natural gas and oil assets, and as a result, Royalty Income is dependent on the natural gas and oil volumes attributable to the Subject Interests. Although Hilcorp and other operators of the Subject Interests may conduct drilling operations or well recompletions in changes to future distributions of net proceeds tothe near term, the Subject Interests are depleting assets; Hilcorp has informed the Trust that reflects such rebookingit is unable to estimate the productive life of the Subject Interests. The reduction in proved reserve quantities is a common measure of depletion. Hilcorp’s (or a future operator’s) capital investments in the Subject Interests will affect the quantity of proved reserves and true-ups plus interest on such amounts (as requiredcan offset any reduction in proved reserves. Lower commodity prices may also cause Hilcorp to reduce drilling operations, workover, and/or recompletions, thus reducing the volume of natural gas and oil produced from the Subject Interests by Hilcorp. Hilcorp did not conduct any new drill projects or recompletions within the Conveyance)Subject Interests in 2021 or to the extent an under payment to the Trust has occurred. Hilcorp has confirmed that it will continue to waive interest to the extent there were any overpayments to the Trust based on true-upsdate in 2021.2022.

4.

4. Settlements and Litigation

None

None.

5.

5. Subsequent Events

On July 20, 2021,19, 2022, the Trust announced a cash distribution of $3,949,643.61$6,766,905.11 or $0.084740$0.145185 per Unit, based primarily upon estimated production during the month of May 2021,2022, which was paid on August 13, 2021. In addition, Hilcorp advised the Trust that the May 2021 reporting month included additional gross profits of $2,559,341 ($1,919,505 net to the Trust) based on true-ups to the lease operating expense, property tax and capital cost categories for the January 2021 through April 2021 production months.

12, 2022.

Item 2.

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

Overview

The Trust is an express trust created under the laws of the state of Texas by the San Juan Basin Royalty Trust Indenture entered into on November 1, 1980, between Southland Royalty Company (“Southland”) and The Fort Worth National Bank (the “Original Indenture”). The Original Indenture was amended and restated on September 30, 2002, and further amended and restated on December 12, 2007, which the Trust refers to as the “Indenture” in this Quarterly Report on Form 10-Q. BecauseAs a result of a series of mergers and other business combination transactions, the current Trustee of the Trust is BBVA USA. On June 1, 2021, the PNC Financial Services Group, Inc. (“PNC”) completed its acquisition of BBVA USA Bancshares, Inc., including its U.S. banking subsidiary, BBVA USA. The Trustee will continue to operate as BBVA USA, a wholly owned subsidiary of PNC, until the conversion of bank systems, which PNC anticipates to occur in or around October 2021. After the conversion of bank systems is completed, the Trustee will be PNC Bank.

The Conveyance and the Royalty

Pursuant to the Net Overriding Royalty Conveyance (the “Conveyance”) effective November 1, 1980, Southland conveyed the Royalty that burdens the Subject Interests in properties located in the San Juan Basin of northwestern New Mexico to the Trust. Subsequent to the Conveyance of the Royalty, through a series of sales, assignments and mergers, Southland’s successor became Hilcorp, which acquired the Subject Interests from Burlington Resources Oil & Gas Company LP (“Burlington”), an indirect wholly owned subsidiary of ConocoPhillips, on July 31, 2017.

The Royalty constitutes the principal asset of the Trust. The beneficial interest in the Royalty is divided into 46,608,796 units (the “Units”), representing undivided fractional interests in the beneficial interest of the Trust, equal to the number of shares of theSouthland common stock of Southland outstanding as of the close of business on November 3, 1980. Each stockholder of Southland of record at the close of business on November 3, 1980, received one freely tradable Unit for each share of the Southland common stock of Southland then held. Holders of Units in the Trust are referred to herein as “Unit Holders.”

The Trustee

The primary function of the Trustee is to collect Royalty Income, to pay all expenses and charges of the Trust and distribute the remaining available income to the Unit Holders. The amount of income distributable to Unit Holders, which we refer to as “Distributable Income,” depends on the amount of Royalty Income and interest received by the Trust, as well as the amount of expenses paid by the Trust and any change in cash reserves. The Trust has no employees, officers, or directors. The Trustee performs all administrative functions of the Trust.

Hilcorp

Hilcorp is the principal operator of the majority of the Subject Interests and is responsible, subject to the terms of a prior agreement with the Trust, for marketing the oilnatural gas and natural gasoil production from such properties, either under existing sales contracts or under future arrangements, at the best prices and on the best terms it shall deem reasonably obtainable under the circumstances. A very high percentage of the Royalty Income is attributable to the production and sale by Hilcorp of natural gas, from the Subject Interests.Interests, by Hilcorp. Accordingly, the market price and demand for natural gas produced and sold from the San Juan Basin heavily influences the amount of Royalty Income distributed by the Trust and, by extension, the price of the Units.

Natural Gas and Oil. The sale of San Juan Basin assets, including the Subject Interests, from Burlington to Hilcorp closed on July 31, 2017. Under the terms of the sale, Hilcorp is required to make payments to Burlington if natural gas prices are above a certain price. Hilcorp has confirmed that in accordance with the Conveyance, Hilcorp will not charge the Trust any portion of such payments.

Gross Proceeds and Severance Tax Estimates.Hilcorp has advised the Trust that for certain months (since the closing of its purchase of the assets), it has reported estimates of cash revenues and expenses based on the best information available to it at the time, instead of reporting actual amounts. Hilcorp further has informed the Trust that it believes that its estimates have been prepared in accordance with the Conveyance, and the Trust and its advisors continue to review such estimates for compliance with the Conveyance.

Hilcorp’s process of reconciling actual revenue and severance taxes to previously reported estimates (which the Trust refers to as “true-ups”) arewere still occurring and being reported in 2021. In addition,At the beginning of 2021, Hilcorp informed the Trust that dueit planned to Hilcorp’s transitionrefine further its estimating and reporting processes, and that Hilcorp would review prior periods to a new accounting system,ensure greater accuracy and consistency, both for prior periods as well as future reporting periods. As part of that review process, Hilcorp informed the February, MarchTrust that it may reverse and April 2021 production months were based on estimated production, estimated prices and estimated costs utilizing historical trends.rebook revenue for certain prior periods. Thus, distributions to the Trust from Hilcorp in any given month may becertain months during 2021 were subject to adjustments based upon prior months’ true-ups and rebooking, plus interest. During

Hilcorp informed the Trust that it completed the transition to its new accounting system and began to report actual, not estimated, revenue and expenses for operated wells beginning with the June 2021 production month (August 2021 reporting month) and that it has reversed and rebooked revenue for certain prior periods. As of December 31, 2021, Hilcorp believes that all prior month true-ups have been completed for operated wells. The true-ups of revenues for non-operated properties for the 2021 distribution periods were completed in the February and March 2022 reporting months.

The amount of Gross Proceeds also depends on the volumes of natural gas and oil produced from the Subject Interests. Under the terms of the Indenture, the Trust cannot acquire new natural gas and oil assets, and as a result, Royalty Income is dependent on the natural gas and oil volumes attributable to the Subject Interests. Although Hilcorp and other operators of the Subject Interests may conduct drilling operations or well recompletions in the near term, the Subject Interests are depleting assets; Hilcorp has informed the Trust that it is unable to estimate the productive life of the Subject Interests. The reduction in proved reserve quantities is a common measure of depletion. Hilcorp’s (or a future operator’s) capital investments in the Subject Interests will affect the quantity of proved reserves and can offset any reduction in proved reserves. Lower commodity prices may also reduce the volume of natural gas and oil produced from the Subject Interests by Hilcorp. Hilcorp did not conduct any new drill projects or recompletions within the Subject Interests in 2021 or to date in 2022.

Relatedly, because of Hilcorp’s prior process of providing production estimates rather than actual production, a simple year-over-year comparison from the prior distribution reports from Hilcorp will not reflect the actual comparable production amounts. For example, a comparison of the April 2021 estimated production with the April 2022 actual production on the June 2022 Distribution Report would reflect a decline of approximately 7.1%. However, comparing the April 2021 actual production from the November 2021 Distribution Report actualization to April 2022 actual production would reflect an,increase of 14.7%. In reviewing the Distribution Reports on a year-to-date basis, the total MMBtu production was 14,689,896 as of June 2021 compared to the total MMBtu production of 13,672,177 as of June 2022, which results in a year-to-date decline of 6.93%

On February 17, 2022, the Trust announced that Hilcorp had provided the Trust with its 2022 capital project plan for the Subject Interests (the “2022 Plan”), and Hilcorp has estimated its 2022 capital expenditures for the Subject Interests to be $1.9 million. The objective of this capital project plan is to address the natural depletion of oil and gas assets. Specifically, Hilcorp informed the Trust that its 2022 Plan will allocate approximately $1.5 million of the 2022 Plan’s budget towards 24 well recompletions and workovers scheduled to be completed in the Mesaverde, Pictured Cliffs and Fruitland Coal formations. Approximately $300,000 of the 2022 Plan’s budget will be allocated to facilities projects related to natural gas compression, and approximately $100,000 will be spent for permitting and surveying costs for future new drill projects that are being considered for 2023 and 2024. Hilcorp further informed the Trust that its planned project status for 2022 is subject to revision if it revises its assumptions underlying the 2022 Plan, and that in any event actual capital costs may vary from these estimates.

Under the terms of the Conveyance, production costs are deducted from Gross Proceeds in calculating Net Proceeds, which is multiplied by 75% to calculate Royalty Income. “Production Costs” generally means costs incurred on an accrual basis by Hilcorp in operating the Subject Interests, including both capital and non-capital costs. For example, these costs include development drilling, production and processing costs, applicable taxes and operating charges. However, Hilcorp informed the Trust that for wells operated by Hilcorp it did not intend to accrue lease operating expenses to the Trust. If production costs exceed Gross Proceeds in any month, the excess is recovered out of future Gross Proceeds prior to the making of further payments to the Trust. However, the Trust is not otherwise liable for any Production Costs or other costs or liabilities attributable to the Subject Interests or the minerals produced therefrom. If at any time the Trust receives more than the amount due under the Royalty, it is not obligated to return such overpayment, but the amounts payable to it for any subsequent period are reduced by such amount, plus interest, at a rate specified in the Conveyance. The Trust and the Trustee has very limited authority to control the amount and timing of Production Costs.

The Trustee continues to engage with Hilcorp regarding its ongoing accounting and reporting to the Trust, and the Trust’s third-party compliance auditors continue to audit all payments made by Hilcorp to the Trust, including adjustments, true-ups, and recoupments. In addition, the Trustee continues to consult with outside counsel to review the rights of the Trust with respect to these matters and to evaluate any available potential legal remedies.

Factors that Affect Net Proceeds. Generally, Net Proceeds are affected by (a) disruptions caused by weather, particularly winter storms that disrupt access to the production fields, (b) the timing and size of Hilcorp’s capital expenditures, and (c) commodity prices.

Weather. Hilcorp has advised the Trust that it is possible for it to experience disruptions during the winter months that could impact Hilcorp’s ability to access fields and maintain production.

Capital Expenditures. The timing and size of capital expenditures by Hilcorp may impact Net Proceeds. Capital expenditures by Hilcorp decreased approximately $56,100, or 34.47%, for the three months ended June 30, 2022, compared to the three months ended June 30, 2021, Hilcorp made no true-up adjustments.

Hilcorp notified the Trust that as of the date of this Quarterly Report, Hilcorp anticipates that it will adjust the previously reported production and financial informationdecreased approximately $198,500, or 51.61%, for the productionsix months of January 2021 through April 2021 for operated wells and November 2020 through April 2021 for non-operated wells. Therefore, Hilcorp believes that these adjustments will result in changes to future distributions of net proceedsended June 30, 2022, compared to the Trust that reflects such rebooking and true-ups plus interest on such amounts (as required bysix months ended June 30, 2021. The decrease was primarily attributable to differences in timing in the Conveyance)payment of these expenditures along with capital expenditures attributable to the extent an underpayment to the Trust has occurred. Hilcorp has confirmed that it will continue to waive interest to the extent there were any overpayments to the Trust based on true-ups in 2021.prior year’s budget.

Commodity Prices. The Trust’s income and monthly distributions from the Subject Interests are heavily influenced by the price of oilnatural gas and natural gas.oil. These prices may fluctuate widely in response to relatively minor changes in the supply of and demand for oilnatural gas and natural gasoil based on market uncertainty or a variety of additional factors that are beyond the Trustee’s control. Prices for goods and services have risen over the last 12 months, and inflationary pressures have accelerated in the first half of 2022, as regional and global commodity prices have risen in response to the conflict in Ukraine. The impact of ongoing or extended conflict on Hilcorp’s ability to produce from the Subject Interests or on commodity prices is unknown.

Hilcorp has multiple gas purchase agreements that set forth the prices that it will receive for the natural gas and oil produced from the Subject Interests. There is a differential in the prices reflected in the market indices and the prices received and reported, because the prices received and reported vary by purchase agreement and are after deducting gathering, processing, and marketing costs for both gas and natural gas liquids. These purchase agreements and costs are subject to a comprehensive audit process by professional accountants and consultants.

On January 20, 2021, President Biden signed an executive order that reversed the United States withdrawal from the Paris Agreement, and the United States formally rejoined the Paris Agreement on February 19, 2021. At the federal regulatory level, both the Environmental Protection Agency (“EPA”) and the Bureau of Land Management (“BLM”) have adopted regulations for the control of methane emissions, which also include leak detection and repair requirements, from the oil and gas industry. Additionally, President Biden’sBiden has issued an executive orders require the adoption oforder seeking to adopt new regulations and policies to address climate change and suspend, revise or rescind prior agency actions that are identified as conflicting with the Biden Administration’s climate policies. In addition, President Biden has declared that he supports federal government efforts to limit or prohibit hydraulic fracturing and additional prohibitions onbanning new leases for production of minerals on federal properties, including onshore landslands. Any of these actions could affect the Subject Interests and the Trust in several ways. For example,require Hilcorp could be required to increase its capital expenditures for the Subject Interests, the market could suffer a decreaseddecrease demand for natural gas and oil production, or various agencies could limit the Subject Interests’ ability to produce natural gas or oil.oil production. The Trust is unable to determine what, if any, the effects of such actions will have on the Subject Interests’ ability to produce natural gas and oil, and Hilcorp’s ability to pay royalty incomeRoyalty Income to the Trust.

Hilcorp previously informed the Trust that it does not believe that recent actions undertaken by the BidenBiden’s administration to curtail future leases for natural gas and oil drilling on federally owned land will affectimpact the Subject Interests because as currently enacted, they do not affectimpact current leases.

Results of Operations – for the Three and Six Months Ended June 30,2022 and 2021 and 2020

Royalty Income

Royalty Income consists of 75% of the monthly net proceedsNet Proceeds attributable to the Royalty. Royalty Income for the three and six months ended June 30, 20212022, and 20202021 was determined as shown in the following table:

 

  Three Months Ended
June 30,		 Six Months Ended
June 30,		   Three Months Ended
June 30,		 Six Months Ended
June 30,		 
  2021 2020 2021 2020   2022 2021 2022 2021 

Gross proceeds from the Subject Interests:

          

Natural Gas

  $20,812,942  $6,324,510  $35,876,234  $20,166,376   $27,587,511  $20,812,942  $57,412,593  $35,876,234 

Oil

   536,116   258,592   856,454   644,237    764,157   536,116   1,162,627   856,454 

Other

   300,000(1)   (512,080)(2)   546,647(3)   (104,047)(2)     127,721(1)   300,000(2)   1,095,699(1)(3)   546,647(2) 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total

   21,649,058(4)   6,071,022   37,279,335(4)(5)   20,706,566    28,479,389   21,649,058(5)   59,670,919   37,279,335(4)(5) 

Production Costs:

          

Severance tax – gas

   3,746,330   555,245   4,519,524   1,415,842    3,558,838   3,746,330   7,389,431   4,519,524 

Severance tax – oil

   101,862   24,206   146,865   55,918    85,285   101,862   135,697   146,865 

Lease operating expense and property tax

   7,550,359   5,764,655   11,191,102(6)   12,695,269    6,431,344   7,550,359   13,808,418   11,191,102(6) 

Capital expenditures

   162,789   5,434   384,676   60,179    106,680   162,789   186,143   384,676 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total

   11,561,340   6,349,540   16,242,167   14,227,208    10,182,147   11,561,340   21,519,689   16,242,167 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Production costs in excess of gross proceeds

   —     1,572,814   —     1,572,814 
  

 

  

 

  

 

  

 

 

Net profits

   10,087,718   1,294,296   21,037,168   8,052,172    18,297,242   10,087,718   38,151,230   21,037,168 

Net overriding royalty interest

   75%   75%   75%   75%    75%   75%   75%   75% 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Royalty Income

  $7,565,789  $970,722  $15,777,876  $6,039,129   $13,722,931  $7,565,789  $28,613,423  $15,777,876 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(1)

EstimatedRevenue of $97,895 prior period non-operated revenue from non-operated properties.actualizations and related interest, and $29,826 related to audit exceptions and interest.

(2)

Estimated revenue from non-operated properties and granted audit exceptions with interest as a result of the 2018 audit, negatively offset by Hilcorp’s true-ups and adjustments of non-operated revenue from the February 2019 through July 2019 and October 2019 through November 2019 production months.

(3)

Estimated revenue from non-operated properties offset by Hilcorp’s true-ups and adjustments of non-operated revenue for the production months of June through December 2018 and July through October 2020.

(3)

Estimated revenue of $399,922 related to audit exceptions and interest, and $568,056 related to prior period non-operated revenues and actualizations.

(4)

Due to Hilcorp’s transition to a new accounting system, the February, March and April production months were based on estimated production, estimated prices and estimated costs.

(5)

Due to Hilcorp’s transition to a new accounting system, the January 2021 production month was based on estimated production, actual realized prices and estimated costs.

(6)

Includes a $0.5 millionQ1 2021 $450,000 credit by Hilcorp to the Trust due to the settlement of certain audit exceptions related to compressor maintenance services.

The Royalty Income distributed to the Trust for both the three and six months ended June 30, 20212022, was higher than that distributed during the same period of 2020. The increase was2021 due primarily to higher natural gas prices due to the spike in natural gas prices during the February 2021 winter storms (February production month corresponds to the Trust’s April distribution month).prices. The average natural gas price increased from $0.92 per Mcf for the three months ended June 30, 2020 to $2.77 per Mcf for the three months ended June 30, 2021, to $4.54 per Mcf for the three months ended June 30, 2022, and the average natural gas price increased from $1.47 Mcf for the six months ended June 30, 2020 to $2.71 per Mcf for the six months ended June 30, 2021.2021, to $4.67 per Mcf for the six months ended June 30, 2022. Production of natural gas from the Subject Interests increaseddecreased from 6,871,522 Mcf for the three months ended June 30, 2020 to 7,517,056 Mcf for the three months ended June 30, 2021, and decreased slightly from 13,735,521to 6,073,883 Mcf for the sixthree months ended June 30, 2020 to2022, and decreased from 13,220,906 Mcf for the six months ended June 30, 2021.2021, to 12,304,960 Mcf for the six months ended June 30, 2022.

Gross Proceeds from Subject Interests. Total Gross proceedsProceeds increased approximately $15.6$6.8 million or 257%,31.6% for the three months ended June 30, 20212022, compared to the three months ended June 30, 2020,2021, and increased approximately $16.6$22.4 million, or 80%,60% for the six months ended June 30, 20212022, compared to the six months ended June 30, 2020.2021. The increase was primarily due primarily to higher natural gas prices along with negative adjustments to “Other” income in 2020 due to Hilcorp’s true-ups and adjustments of non-operated revenue from production months in 2019.prices.

Capital Expenditures. Capital expenditures by Hilcorp increaseddecreased approximately $157,000$56,000 for the three months ended June 30, 20212022, compared to the three months ended June 30, 2020,2021, and increaseddecreased approximately $$324,000$198,500 for the six months ended June 30, 20212022, compared to the six months ended June 30, 2020.2021. The increasedecrease was primarily dueattributable to differencedifferences in timing in the payment of these expenditures along with capital expenditures attributable to the prior year’s budget.

As referenced above, on February 17, 2022, the Trust announced Hilcorp’s 2022 capital project plan for the Subject Interests. The 2022 Plan calls for total capital spending of $1.9 million. Hilcorp’s accounting period for capital expenditures runs from January through December 31 of each calendar year, which corresponds and is reported in Trust distributions made for the months from March of the same calendar year through February of the following calendar year. Hilcorp’s capital expenditures for 2021 were $0.3 million.

Severance Taxes. Aggregate severance taxes increaseddecreased approximately $3.3 million$204,000, or 5.3%, for the three months ended June 30, 20212022, compared to the three months ended June 30, 2020,2022, and increased approximately $3.2$2.9 million, or 61%, for the six months ended June 30, 20212022, compared to the six months ended June 30, 2020.2021. The decrease in severance taxes in the three-month period is primarily attributable to the overestimation of severance taxes of $1.0 million for the February to April 2021 production months which offset the increase in severance taxes attributable to higher Gross Proceeds. The increase in severance taxes in the six-month period was primarily attributable to higher gross proceeds during those periods.Gross Proceeds and also to corrections made in the first quarter of 2021 to the June 2018 through December 2018 production months, which reduced reported severance taxes for this period by $1.4 million. The corrections included the reversal of severance tax estimates and tax only adjustments associated with the Jicarilla Apache Nation. Severance taxes represented approximately 18%13% of gross proceedsGross Proceeds for the three months ended June 30, 2021,2022, compared to approximately 10%18% for the same period of 2020.2021. Severance taxes represented approximately 13% of gross proceedsGross Proceeds for the six months ended June 30, 2022. Excluding the $1.4 million correction in the first quarter of 2021, compared toseverance taxes were approximately 7%16% of Gross Proceeds for the same period of 2020. The distributions in 2020 included true-ups of previous productionsix months and that resulted in fluctuations of severance taxes.ended June 30, 2021.

Lease Operating Expenses and Property Taxes. Lease operating expenses and property taxes increased $1.8decreased $1.1 million, or 31%15%, for the three months ended June 30, 20212022, compared to the three months ended June 30, 2020.2021. The increasedecrease is primarily due to estimated costs used in 2021 as well as increaseddecreased activity at the Subject Interests by Hilcorp. Specifically, production decreased by 1,603,525 MMBtu, or 19.20%, for the three months ended June 30, 2022, compared to the three months ended June 30, 2021. Lease operating expenses and property taxes decreased $1.5increased $2.6 million, or 12%,23% for the six months ended June 30, 20212022, compared to the six months ended June 30, 2020.2021. The decreaseincrease is primarily due to aincreased expenses in the first quarter of 2022 which included approximately $0.5 million in non-operated lease operating expense true-ups, the payment of approximately $1 million for year-end salaries and bonuses for Hilcorp employees, and differences in the timing in the receipt and payment of these costs, offset by a $450,000 credit by Hilcorp to the Trust in the first quarter of 2021 fordue to the settlement of certain audit exceptions related to compressor maintenance services alongservices. The Trust and its consultants are conducting a detailed analysis of these expenses associated with lower first quarter compressionthe year-end salaries and well servicing expenses in additionbonuses for Hilcorp employees to decreases acrossdetermine if they comport with the Conveyance and other cost categories due to Hilcorp’s efforts to reduce operating costs in the current price environment.operative agreements.

Monthly lease operating expenses offor the Subject Interests, including property taxes, for the three months ended June 30, 20212022, averaged approximately $2.5$2.1 million, compared to $1.9$2.5 million for the three months ended June 30, 2020.2021. Monthly lease operating expenses of the Subject Interests, including property taxes, for the six months ended June 30, 20212022, averaged $1.9$2.3 million, compared to an average of $2.1$1.9 million for the six months ended June 30, 2020.2021.

Distributable Income

 

   Three Months Ended
June 30,		   Six Months Ended
June 30,		 
   2021   2020   2021   2020 

Royalty income

  $7,565,789   $970,722   $15,777,876   $6,039,129 

Interest income

   357    2,052    770    5,613 
  

 

 

   

 

 

   

 

 

   

��

 

 

Total income

   7,566,146    972,774    15,778,646    6,044,742 

General and administrative expenses

   (400,138)    (494,672)    (861,395)    (948,379) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease in cash reserves

   —      107,142    —      107,142 

Distributable income

  $7,166,008   $585,244   $14,917,251   $5,203,505 
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributable income per Unit (46,608,796 Units)

  $0.153748   $0.012557   $0.320052   $0.111642 
  

 

 

   

 

 

   

 

 

   

 

 

 

   Three Months Ended
June 30,		   Six Months Ended
June 30,		 
   2022   2021   2022   2021 

Royalty income

  $13,722,931   $7,565,789   $28,613,422   $15,777,876 

Interest income

   1,829    357    2,036    770 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total income

   13,724,760    7,566,146    28,615,458    15,778,646 

General and administrative expenses

   (381,718)    (400,138)    (903,189)    (861,395) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease in cash reserves

   —      —      —      —   

Distributable income

  $13,343,042   $7,166,008   $27,712,269   $14,917,251 
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributable income per Unit (46,608,796 Units)

  $0.286277   $0.153748   $0.594571   $0.320052 
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributable Income. Distributable Income increased by approximately $6.6 million, or 1,124%, tofrom $7.2 million ($0.153748 per Unit) for the three months ended June 30, 2021, from $0.6to $13.3 million ($0.0125570.286277 per Unit) for the three months ended June 30, 2020.2022. The increase in Distributable Income was primarily attributable to higher natural gas prices. Distributable Income increased by approximately $9.7$12.8 million, or 187%86%, to $27.7 million (0.594571 per Unit) for the six months ended June 30, 2022, from $14.9 million ($0.320052 per Unit) for the six months ended June 30, 2021 from $5.2 million ($0.111642 per Unit) for the six months ended June 30, 2020.2021. The increase in Distributable Income was primarily attributable to higher natural gas prices due to the spike in natural gas prices during the February 2021 winter storms. There was no Distributable Income in June 2020 due primarily to decreased natural gas prices and natural gas production along with true-ups of prior periods by Hilcorp, resulting in gross excess production costs applicable to the Subject Interests of $1.6 million, with 75%, or $1.2 million (net) allocated to the Trust.prices.

Based on 46,608,796 Units outstanding, the per-Unit distributions during the second quarter of 20212022 were as follows:

 

April

  $0.095794   $0.082883 

May

   0.040339    0.091781 

June

   0.017615    0.111613 
  

 

   

 

 

Quarter Total

  $0.153748   $0.286277 
  

 

   

 

 

Interest Income. Interest income was lowerhigher for the three and six month periodmonths ended June 30, 20212022, as compared to the same periodperiods in 20202021 due primarily to lowerhigher yields on short-term investments.

General & Administrative Expenses. General and administrative expenses decreased approximately 19%,4.6 % for the three months ended June 30, 20212022, compared to the three months ended June 30, 2020,2021, and decreased 9%,increased approximately 4.9% for the six months ended June 30, 20212022, compared to the six months ended June 30, 2020.2021. The decrease waschanges for both periods were primarily attributable to differences in timing in the receipt and payment of certain expenses by the Trust.

Cash Reserves. Total cash reserves were $1.0 million as of June 30, 2021.2022. The primary purpose of the cash reserves is to have sufficient funds to cover monthly general and administrative expenses in the event that there is insufficient Royalty Income to cover such expenses. The Trustee does not anticipate any increases to the cash reserve above a level of $1.0 million in 2021,2022, although it cannot guarantee that the Trustee will not increase such cash reserves in the future.

Liquidity and Capital Resources

The Trust’s principal source of liquidity and capital is Royalty Income. The Trust’s distribution of income to Unit Holders is funded by Royalty Income after payment of Trust expenses. The Trust is not liable for any production costsProduction Costs or liabilities attributable to the Royalty. If at any time the Trust receives more than the amount due under the Royalty, it is not obligated to return such overpayment, but the amounts payable to it for any subsequent period are reduced by such amount, plus interest, at a rate specified in the Conveyance. If the Trustee determines that the Trust does not have sufficient funds to pay the Trust’sits liabilities, the Trustee may borrow funds on behalf of the Trust, in which case no distributions will be made to Unit Holders until such borrowings are repaid in full. The Trustee may not sell or dispose of any part of the assets of the Trust without the affirmative vote of the Unit Holders of 75% of all of the Units outstanding; however, the Trustee may sell up to 1% of the value of the Royalty (as determined pursuant to the Indenture) during any 12-month period period without the consent of the Unit Holders.

In the event the Trust does not receive sufficient net cash paymentsRoyalty Income from Hilcorp sufficient to pay its liabilities, the Trust believes it has sufficient capacity to draw upon the cash reserve amount or borrow funds against the Royalty to cover the Trust’s operating expenses until its cash reserve can be replenished from net cashsubsequent Royalty Income payments from Hilcorp.

OilNatural gas and Natural GasOil Production

The natural gas volumes reported to the Trust by Hilcorp are based on plant residue gas volumes plus equivalent volumes for natural gas liquids. Hilcorp converts one barrel of natural gas liquids to six Mcf of natural gas using industry standards.

Royalty Income for the three months ended June 30, 20212022, is associated with oilnatural gas and natural gasoil production during February through April 20212022 from the Subject Interests.

Production of oilnatural gas and natural gasoil and related average sales prices attributable to each of the Subject Interests and the Royalty for the three months ended June 30, 20212022, and 20202021 were as follows:

 

   For the Three Months Ended June 30, 
   2021   2020 
   Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		   Natural Gas
(Mcf)		  Oil and
Condensate
(Bbls)		 

Production

       

Subject Interests

   7,517,056    10,596    6,871,522   11,896 

Royalty

   2,765,560    6,509    (1,373,556)1   5,721 

Average Price (per Mcf/Bbl)

  $2.77   $50.59   $0.92  $21.74 

1

The oil and natural gas sales attributable to the Royalty are based upon an allocation formula dependent on such factors as price and cost. The allocation formula for natural gas produced a negative volume due to excess production costs for natural gas in June 2020. Gross excess production costs applicable to the Subject Interests were $1.6 million as of June 30, 2020, with 75%, or $1.2 million (net) allocated to the Trust.

   For the Three Months Ended June 30, 
   2022   2021 
   Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		   Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		 

Production

        

Subject Interests

   6,073,883    8,250    7,517,056    10,596 

Royalty

   3,324,092    5,574    2,765,560    6,509 

Average Price (per Mcf/Bbl)

  $4.54   $92.63   $2.77   $50.59 

Production of oilnatural gas and natural gasoil and related average sales prices attributable to each of the Subject Interests and the Royalty for the six months ended June 30, 20212022, and 20202021 were as follows:

 

  For the Six Months Ended June 30,   For the Six Months Ended June 30, 
  2021   2020   2022   2021 
  Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		   Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		   Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		   Natural Gas
(Mcf)		   Oil and
Condensate
(Bbls)		 

Production

                

Subject Interests

   13,220,906    19,462    13,735,521    19,322    12,304,960    14,290    13,220,906    19,462 

Royalty

   5,875,120    12,219    1,005,118    10,163    6,624,044    9,111    5,875,120    12,219 

Average Price (per Mcf/Bbl)

  $2.71   $44.01   $1.47   $33.34   $4.67   $81.36   $2.71   $44.01 

The

Based on Hilcorp’s reporting methodology, the Trust recognizes production during the month in which the related net proceeds attributable to the Royalty areIncome is paid to the Trust. Royalty Income for a calendar year is based on the actual natural gas and oil production during the period beginning with November of the preceding calendar year through October of the current calendar year. Sales volumes attributable to the Royalty are determined by dividing the net profits by the Trust from the sale of oilnatural gas and natural gas,oil, respectively, by the prices received by Hilcorp for sales of such volumes from the Subject Interests, taking into consideration production taxes attributable to the Subject Interests. Because the oilnatural gas and natural gasoil sales attributable to the Royalty are based upon an allocation formula dependent on such factors as price and cost, including Hilcorp’s capital expenditures, and the timing of Hilcorp’s true-ups of prior reported estimated oil and natural gas production data, the aggregate sales amounts from the Subject Interests may not provide a meaningful comparison to sales attributable to the Royalty. Future true-ups will impact future royalty proceeds, but will not change the reported amounts due to the accounting basis used.

The fluctuations in natural gas production that have occurred during the three-month period ended June 30, 20212022, and 2020,2021, respectively, generally resulted from changes in the demand for natural gas during that time, market conditions, and variances in capital spending to generate production from new and existing wells, as offset by the natural production decline curve. Also, production from the Subject Interests is influenced by the line pressure of the natural gas gathering systems in the San Juan Basin. As noted above, oilnatural gas and natural gasoil sales attributable to the Royalty are based on an allocation formula dependent on many factors, including oilnatural gas and natural gasoil prices and capital expenditures.

Marketing

There were no changes to the contracts pursuant to which Hilcorp sells production from the Subject Interests and for the gathering and processing of production during the three months ended June 30, 2021.2022.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

For a discussion of significant accounting policies and estimates that impact the Trust’s financial statements, see Part I, Item 1. Unaudited Financial Statements, Note 1 Basis of Presentation and Part II, Item 8. Financial Statements and Supplemental Data contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020.2021.

Information Regarding Forward-Looking Information

Certain information included in this Quarterly Report on Form 10-Q contains, and other materials filed or to be filed by the Trust with the SEC (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements may involve or may concern, among other things, the amount and variability in capital expenditures by Hilcorp, drilling activity, development activities, production efforts and volumes, hydrocarbon prices, estimated future net revenues, estimates of reserves, the results of the Trust’s activities, the differences between Hilcorp’s estimated revenue and actual revenue, and regulatory matters. Such forward-looking statements generally are accompanied by words such as “may,” “will,” “based,” “estimate,” “expect,” “predict,” “project,” “anticipate,” “believe,” “plan,” “intend,” or other words that convey the uncertainty of future events or outcomes. Such statements are based on certain assumptions of BBVA USA, the Trustee and by Hilcorp, with respect to future events; are based on an assessment of, and are subject to, a variety of factors deemed relevant by the Trustee and Hilcorp; and involve risks and uncertainties. However, whether actual results and developments will conform with such expectations and predictions is subject to a number of risks and uncertainties which could affect the future results of the energy industry in general, and the Trust and Hilcorp 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 Hilcorp’s business and the Trust. 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, except as required by applicable law.

Hilcorp Information

As a holder of a net overriding royalty interest, the Trust’s reporting of financial information is reliant upon Hilcorp to accurately and timely report information regarding Hilcorp and its affiliates; the Subject Interests, including the operations, acreage, well and completion count, working interests, production volumes, sales revenues, capital expenditures, operating expenses, reserves, drilling plans, drilling results and leasehold terms related to the Subject Interests,Interests; and factors and circumstances that have or may affect the foregoing. See Part I, Item 4. Controls and Procedures.

For information on the Trust’s exposure to market risk, please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020.2021.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

None.

 

Item 4.

Controls and Procedures.

The Trust maintains a system of internal disclosure controls and procedures that is designed to ensure that the information required to be disclosed in the Trust’s filings under the Exchange Act is recorded, processed, summarized, and reported within the time periodstimes specified in the SEC’s rules and forms. In its evaluation of its disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by Hilcorp, the owner of the properties. Consequently, the Trust’s ability to disclose timely and accurately disclose relevant information in its periodic reports is dependent upon Hilcorp’s timely delivery of accurate oil and gas revenue and production costProduction Cost information and, therefore, the net proceedsRoyalty Income owed to the Trust.

The Net Overriding Royalty Conveyance (the “Conveyance”) that transferred the royaltyRoyalty to the Trust obligates Hilcorp to provide the Trust with certain financial and operational information, including information concerning calculations of net proceedsRoyalty Income owed to the Trust. Once the Trust receives the financial information from Hilcorp, the Trust engages independent public accountants, compliance auditors, attorneys and petroleum engineers in order to assist the Trustee to ensure the accuracy and completeness of the information required to be disclosed in the Trust’s periodic reports. These outside professionals advise the Trustee in its review and compilation of this information for inclusion in this QuarterlyAnnual Report on Form 10-Q10-K and and the other periodic reports provided by the Trust to the SEC.

Despite the Trust’s internal controls and procedures ensuring the accuracy of the Trust’s reporting based upon the financial information received from Hilcorp, Hilcorp’s process of reconciling actual revenueGross Proceeds and severance taxes to previously reported estimates are(which the Trust refers to as “true-ups”) during fiscal years 2018 and 2020 were still occurring and being reported in 2021. In addition,Hilcorp has informed the Trust that it continues to refine further its estimating and reporting processes. As part of that review process, Hilcorp informed the Trust that due to Hilcorp’s transition to a new accounting system, the February, Marchit would reverse and April 2021 production months were based on estimated production, estimated prices and estimated costs utilizing historical trends.rebook revenue for certain prior periods. Thus, distributions to the Trust from Hilcorp in any given month in 2022 may be subject to adjustment based uponinclude adjustments for the reversal and rebooking of prior months’ true-ups and rebooking,revenue, plus interest. Hilcorp notified the Trust that as of the date of this Quarterly Report, Hilcorp anticipates that it will adjust the previously reported production and financial information for the production months of January 2021 through April 2021 for operated wells and November 2020 through April 2021 for non-operated wells and, therefore, possibly adjust future distributions of net proceeds to reflect such rebooking and true-ups plus interest on such amounts (as required by the Conveyance) to the extent an under- or over-payment has occurred.

The Trustee has evaluated the Trust’s internal disclosure controls and procedures as of June 30, 2021,2022, and has concluded that such disclosure controls and procedures are effective, at the “reasonable assurance” level (as such term is used in Rule 13a-15(f) of the Exchange Act), to ensure that material information received from Hilcorp is gathered on a timely basis to be included in the Trust’s periodic reports and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Additionally, during the three months ended June 30, 2021,2022, there were no changes in the Trust’s internal control over financial reporting (as such term is used in Rule 13a-15(f) of the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting. Because the Trust does not have, nor does the Indenture provide for, officers, a board of directors or an independent audit committee, the Trustee has reviewed neither the Trust’s disclosure controls and procedures nor the Trust’s internal control over financial reporting in concert with management, a board of directors or an independent audit committee.

PART II

OTHER INFORMATION

 

Item 1.

Legal Proceedings.

None.

 

Item 1A.

Risk Factors.

Not required.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3.

Defaults Upon Senior Securities.

None.

 

Item 4.

Mine Safety Disclosures.

Not applicable.

 

Item 5.

Other Information.

None.

Item 6.

Exhibits.

 

Exhibit
Number		 

Description

(4)(a) San Juan Basin Amended and Restated Royalty Trust Indenture, dated December  12, 2007, filed as Exhibit 99.2 to the Trust’s Current Report on Form 8-K filed with the SEC on December 14, 2007, and incorporated herein by reference.*
(4)(b) Net Overriding Royalty Conveyance from Southland Royalty Company to The Fort Worth National Bank, as Trustee, dated November  1, 1980 (without Schedules), filed as Exhibit 4(b) to the Trust’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2006, on March  1, 2007, and incorporated herein by reference.*
(4)(c) Assignment of Net Overriding Interest (San Juan Basin Royalty Trust), dated September  30, 2002, between Bank One, N.A. and Texas Bank, filed as Exhibit 4(c) to the Trust’s Quarterly Report on Form 10-Q filed with the SEC for the quarter ended September  30, 2002, and incorporated herein by reference.*
31 Certification required by Rule 13a-14(a), dated August  16, 2021,15, 2022, by Joshua R. Peterson, Head of Trust Real Assets  & Mineral Resources andRoss C. Durr, J.D., RPL, Senior Vice President, Mineral Interest Director of BBVA USA, the Trustee of the Trust.*Trust**
32 Certification required by Rule 13a-14(b), dated August  16, 2021,15, 2022, by Joshua R. Peterson, Head of Trust Real Assets  & Mineral Resources andRoss C. Durr, J.D., RPL, Senior Vice President, Mineral Interest Director of BBVA USA, on behalf of BBVA USA, the Trustee of the Trust.*Trust***

 

*

A copy of this exhibit is available to any Unit Holder (free of charge) upon written request to the Trustee, BBVA USA,PNC Bank, National Association, 2200 Post Oak Blvd., Floor 18, Houston, Texas 77056.

**

Filed herewith.

***

Furnished herewith.

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.

 

BBVA USA,

PNC BANK, NATIONAL ASSOCIATION,

AS TRUSTEE OF THE

SAN JUAN BASIN ROYALTY TRUST

By: 

/s/ Joshua R. PetersonRoss C. Durr

 

Joshua R. PetersonRoss C. Durr, J.D., RPL

Head of Trust Real Assets & Mineral Resources and Senior Vice President

Mineral Interest Director

Date: August 16, 202115, 2022

(The Trust has no directors or executive officers.)

14