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 March 31, 2022

for the Quarterly Period Ended March 31, 2023

or

 

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

for the transition period from _____ to _____

Commission File No. 001-08032

 

 

SAN JUAN BASIN ROYALTY TRUSTSAN 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.)

PNC 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)

 

 

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 (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. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “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  ☒

Number of Units of beneficial interest outstanding at May 16, 2022:15, 2023: 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

10

Item 1A

Risk Factors

10

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

11

Item 3

Defaults Upon Senior Securities

   11 

Item 4

 

Controls and ProceduresMine Safety Disclosures

11
PART II. OTHER INFORMATION

Item 1

Legal Proceedings   11 

Item 1A5

 

Risk FactorsOther Information

   11 

Item 26

 

Unregistered Sales of Equity Securities and Use of ProceedsExhibits

11

Item 3

Defaults Upon Senior Securities11

Item 4

Mine Safety Disclosures   12 

Item 5

 Other InformationSIGNATURE   12

Item 6

Exhibits13
SIGNATURE


SAN JUAN BASIN ROYALTY TRUST

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

 

   March 31,
2022
(Unaudited)
   December 31,
2021
(Audited)
 

ASSETS

    

Cash and short-term investments

  $6,551,299   $6,240,726 

Net overriding royalty interest in producing oil and gas properties (net of accumulated amortization of $129,838,708 and $129,584,681 at March 31, 2022 and December 31, 2021, respectively)

   3,436,820    3,690,847 
  

 

 

   

 

 

 
   $ 9,988,119   $ 9,931,573 
  

 

 

   

 

 

 

LIABILITIES AND TRUST CORPUS

    

Distribution payable to Unit Holders

  $ 5,551,299   $ 5,240,726 

Cash reserves

   1,000,000    1,000,000 

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

   3,436,820    3,690,847 
  

 

 

   

 

 

 
   $ 9,988,119   $ 9,931,573 
  

 

 

   

 

 

 

 


CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)

 

   Three Months Ended March 31, 
   2022  2021 

Royalty income

  $ 14,890,491  $8,212,088 

Interest income

   207   412 
  

 

 

  

 

 

 

Total income

   14,890,698   8,212,500 

Expenditures – General and Administrative

   (521,471  (461,258
  

 

 

  

 

 

 

Distributable income

  $14,369,227  $7,751,242 
  

 

 

  

 

 

 

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

  $0.308294  $0.166304 
   March 31,   December 31, 
   2023   2022 
   (Unaudited)   (Audited) 

ASSETS

    

Cash and short-term investments

  $20,095,066   $5,488,194 

Net overriding royalty interest in producing oil and gas properties (net of accumulated amortization of $130,417,436 and $130,306,821 at March 31, 2023 and December 31, 2022, respectively)

   2,858,092    2,968,707 
  

 

 

   

 

 

 
  $22,953,158   $8,456,901 
  

 

 

   

 

 

 

LIABILITIES AND TRUST CORPUS

    

Distribution payable to Unit Holders

  $19,095,066   $4,488,194 

Cash reserves

   1,000,000    1,000,000 

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

   2,858,092    2,968,707 
  

 

 

   

 

 

 
  $22,953,158   $8,456,901 
  

 

 

   

 

 

 

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)

   Three Months Ended March 31, 
   2023  2022 

Royalty income

  $36,416,704  $14,890,491 

Interest income

   36,936   207 
  

 

 

  

 

 

 

Total income

   36,453,640   14,890,698 

General and administrative expenses

   (482,364  (521,471
  

 

 

  

 

 

 

Distributable income

  $35,971,276  $14,369,227 
  

 

 

  

 

 

 

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

  $0.771771  $0.308294 

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)

   Three Months Ended March 31, 
   2023  2022 

Trust corpus, beginning of period

  $2,968,707  $3,690,847 

Amortization of net overriding royalty interest

   (110,615  (254,027

Distributable income

   35,971,276   14,369,227 

Distributions declared

   (35,971,276  (14,369,227
  

 

 

  

 

 

 

Trust corpus, end of period

  $2,858,092  $3,436,820 
  

 

 

  

 

 

 

Distributions declared (per Unit)

  $0.771771  $0.308294 

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 March 31, 
   2022  2021 

Trust corpus, beginning of period

  $3,690,847  $5,123,834 

Amortization of net overriding royalty interest

   (254,027  (365,151

Distributable income

   14,369,227   7,751,242 

Distributions declared

   (14,369,227  (7,751,242
  

 

 

  

 

 

 

Trust corpus, end of period

  $3,436,820  $4,758,683 
  

 

 

  

 

 

 

Distributions declared (per Unit)

  $0.308294  $0.166304 

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, 2021,2022, 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, 2021.2022. In the opinion of PNC Bank, National Association, the trustee of the Trust (“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, 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 March 31, 2022,2023, and the distributable income and changes in trust corpus for the three-month periods ended March 31, 20222023 and 2021.2022. 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 Overriding Royalty Conveyance (the “Conveyance”) conveyed to the Trust a 75% net overriding royalty interest (the “Royalty”) that burdens the Subject Interests. The Trust receives royalty income (“Royalty Income”) equal to 75% of the Net Proceeds attributable to the Subject Interests. “Net Proceeds,” as used in the Conveyance, means the excess of Gross Proceeds received by Hilcorp during a particular period over Production Costs for such period. “Gross Proceeds” means the amount received by Hilcorp from the sale of production attributable 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 and processing costs, applicable taxes, and operating charges. The calculation of Net Proceeds by Hilcorp for any month may include adjustments to proceeds and costs for prior months, which will affect the Royalty Income paid to the Trust and the distribution to Unit Holders for that month.

 

Although permitted under the Conveyance that transferred the Royalty to the Trust, 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 Gross Proceeds are typically reported to the Trust based on actual volumes and pricing. 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 distribution by the Trustee to the Unit Holders is made in the fourth month. Net Proceeds for a calendar year are typically based on the actual oil and natural gas production during the period beginning with November of the preceding calendar year through October of the current calendar year.

 

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

 

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

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 costs applicable to the Subject Interests over Gross Proceeds from such properties must be recovered from future Net 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 is calculated on a unit-of-production basis and is charged directly to trustthe 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 oil and natural gas 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 trustthe Trust corpus instead of as an expense. There was no impairment of the Trust’s assets as of March 31, 2022.2023.

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 oil and natural gas properties for federal income tax purposes. Unit Holders must report their share of the production revenues of the Trust as ordinary income from oil and natural gas 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 Income, such as that derived through the Trust, will generally be treated as portfolio income that may not be offset or reduced by passive losses.

TaxThe Trustee is of the opinion that the material 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 March 31, 2022,2023, the Trust’s tax years 20182019 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 PandemicGross Proceeds and Production Cost Estimates.. The Trust continues to request periodic updates from In January 2023, 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 informednotified the Trust that given the current natural gas pricing environment, Hilcorp does not anticipate materially reducing anyaccounting project begun in 2021 to review the production volume allocations for 2017 through 2020 had been completed. These reallocations affected the volumes for many of the Subject Interests’ production or taking anyTrust properties and may result in revisions to revenues and severance taxes; adjustments will be forthcoming. On February 17, 2023, Hilcorp presented initial proposed adjustments for 2017 revenues, but these adjustments are still under review by the Trustee and Hilcorp. The 2017 adjustments may result in additional revenues to the Trust. Upon completion of the Subject Interests’ wells offline; however, bothfinal adjustments for 2017 revenues, proposed adjustments for subsequent years will be presented by Hilcorp.

Hilcorp began transitioning to a new accounting system effective with January 2021 production (March 2021 reporting month), and it initially reported estimated revenues and severance taxes on the Trust anddistributions to the Trust. Hilcorp continue to monitor the impact that future Covid-19 restrictions or outbreaks may have on production, including personnel availability in New Mexico and other Subject Interest areas. Hilcorp further informed the Trust that it doescompleted the transition to its new accounting system and began to report actual, not anticipate thatestimated, revenue and expenses for operated wells beginning with the current state of the Covid-19 pandemic will have any material impact on its operation of the Subject Interests or on its payments of Royalty Income to the Trust. However, the impact of the continued Covid-19 pandemic or future restrictions or outbreaks on Hilcorp and the Subject Interests is still unknown and any such impact could result in actual results being different from Hilcorp’s expectations.

Gross Proceeds and Severance Tax EstimatesJune 2021 production month (August 2021 reporting month). Hilcorp’s process of reconciling Gross Proceedsactual revenue and severance taxes to the previously reported estimates (which the Trust refers to as “true-ups”), during fiscal years 2018 and 2020 were still occurring and being reported in 2021. Hilcorp has informed the Trust that as it continues to refine further its estimating and reporting processes. Hilcorp will review both prior periods, as well as future reporting periods, to ensure greater accuracy and consistency. As part of that review process, Hilcorp informed the Trust that it may reverse and rebook revenue for certain prior periods. Thus, distributions to the Trust from Hilcorp in any given month in 2022 may include adjustments for the reversal and rebooking of prior months’ revenue, plus interest.the actualized revenues for 2021 production months for non-operated properties, was completed in the February and March 2022 reporting months.

During 2022, various adjustments were made for 2021 and 2022 production periods as a result of Hilcorp’s process review of the new accounting system. Hilcorp has informed the Trustee that it has implemented additional controls to enhance the reporting process and reduce the need for future corrections. Hilcorp has indicated that it will coordinate with the Trustee on the timing of any further adjustments, following which the Trustee will communicate that timing to investors.

4.

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 payments made by Hilcorp to the Trust, inclusive of sales revenues, production costs, capital expenditures, adjustments, actualizations, and recoupments. The Trust’s auditing process has also included detailed analysis of Hilcorp’s pricing and rates charged. As previously disclosed in the Trust’s filings, these revenues and costs (along with all costs) are the subject of the Trust’s ongoing comprehensive audit process by our professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available potential remedies in the event there is evidence of non-compliance.

4. Settlements and Litigation

None.

5.

5. Subsequent Events

On April 19, 2022,18, 2023, the Trust announced a cash distribution of $3,863,096.64$4,838,334.88 or $0.082883$0.103807 per Unit, based primarily upon production during the month of February 2022,2023, which was paid on May 13, 2022.12, 2023.

 

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 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. As a result of a series of mergers and other transactions, the current Trustee of the Trust is 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 ownedwholly-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 Southlandshares of the common stock sharesof 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 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 to distribute the remaining available income to the Unit Holders. The amount of income distributable to Unit Holders, which we referthe Trust refers 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 oil and natural gas 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.Estimates Hilcorp’s process. In January 2023, Hilcorp notified the Trust that the accounting project begun in 2021 to review the production volume allocations for 2017 through 2020 had been completed. These reallocations affected the volumes for many of reconciling Gross Proceedsthe Trust properties and may result in revisions to revenues and severance taxes; adjustments will be forthcoming. On February 17, 2023, Hilcorp presented initial proposed adjustments for 2017 revenues, but these adjustments are still under review by the Trustee and Hilcorp. The 2017 adjustments may result in additional revenues to the Trust. Upon completion of the final adjustments for 2017 revenues, proposed adjustments for subsequent years will be presented by Hilcorp.

Hilcorp began transitioning to a new accounting system effective with January 2021 production (March 2021 reporting month), and it initially reported estimated revenues and severance taxes to previously reported estimates (whichon the Trust refers to as “true-ups”) were still occurring and being reported in 2021. At the beginning of 2021, Hilcorp informed the Trust that it planned to refine further its estimating and reporting processes, and that Hilcorp would review prior periods to ensure greater accuracy and consistency, both for prior periods as well as future reporting periods. As part of that review process, Hilcorp informed the Trust that it may reverse and rebook revenue for certain prior periods. Thus, distributions to the Trust from Hilcorp in certain months during 2021 were subject to adjustments based upon prior months’ true-ups and rebooking, plus interest.

Trust. 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),. Hilcorp’s process of reconciling actual revenue and that it has reversedseverance taxes to the previously reported estimates (which the Trust refers to as “true-ups”), and rebooked revenuethe reversal and rebooking of the actualized revenues 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-up of revenuesproduction months for non-operated properties for the 2021 distribution periods was completed in the February and March 2022 reporting months.

During 2022, various adjustments were made for 2021 and 2022 production periods as a result of Hilcorp’s process review of the new accounting system. Hilcorp has informed the Trustee that it has implemented additional controls to enhance the reporting process and reduce the need for future corrections. Hilcorp has indicated that it will coordinate with the Trustee on the timing of any further adjustments, following which the Trustee will communicate that timing to investors.

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 payments made by Hilcorp to the Trust, inclusive of sales revenues, production costs, capital expenditures, adjustments, actualizations, and recoupments. The Trust’s auditing process has also included detailed analysis of Hilcorp’s pricing and rates charged. As previously disclosed in the Trust’s filings, these revenues and costs (along with all costs) are the subject of the Trust’s ongoing comprehensive audit process by our professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available potential remedies in the event there is evidence of non-compliance.

The amount of Gross Proceeds also depends on the volumes of oilnatural gas and natural gasoil produced from the Subject Interests. Under the terms of the Indenture, the Trust cannot acquire new oilnatural gas and natural gasoil assets, and as a result, Royalty Income is dependent on the oilnatural gas and natural gasoil 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 andassets; 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 valuevolume of the oil and 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.

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 January 2021 estimated production with the January 2022 actual production would reflect a decline of almost 25%. However, comparing the November 2021 actualizations of January 2021 production to January 2022 actual production, the decline is just under 5.5%. In reviewing the Distribution Reports on an annual basis, the total 2020 MMBtu production was 28,643,237 as compared to 2021 MMBtu of 26,899,877, which results in an annual decline of 6.09% year-over-year.

On February 17, 2022,2023, the Trust announced that Hilcorp had provided the Trust with its 20222023 capital project plan for the Subject Interests (the “2022“2023 Plan”), and Hilcorp has estimated its 20222023 capital expenditures for the Subject Interests to be $1.9$4.4 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 20222023 Plan wouldwill allocate approximately $1.5$3.7 million of the 20222023 Plan’s budget towards 2425 well recompletions and workovers scheduled to be completed in the Mesaverde, Pictured Cliffs and Fruitland Coal formations. Approximately $300,000$0.5 million of the 20222023 Plan’s budget will be allocated to facilities projects related to natural gas compression, and approximately $100,000$0.2 million will be spent for permitting and surveying costs for potential future new drill projects that are being considered for 2023 and 2024.projects. Hilcorp further informed the Trust that its planned project status for 20222023 is subject to revision if itHilcorp revises its assumptions underlying the 20222023 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”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 costsProduction 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 hashave very limited authority to control the amount and timing of production costs.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. CapitalHilcorp’s capital expenditures by Hilcorp decreased approximately $142,400$45,800, or 58%, for the three months ended March 31, 2022,2023, compared to the three months ended March 31, 2021.2022. The decrease was primarily attributable to differences in timing inof the payment offor these expenditures along with capital expenditures attributable to the 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.

Hilcorp has multiple gas purchase agreements that set forth the prices that it will receive for the oilnatural gas and natural gasoil 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 they are determined 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 and the Bureau of Land Management 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 has issued an executive order 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 banning new leases for production of minerals on federal properties, including onshore lands. Any of these actions could require Hilcorp to increase capital expenditures for the Subject Interests, decrease demand for oil and natural gas production, or limit the Subject Interests’ ability to produce natural gas or 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 oil and natural gas, and Hilcorp’s ability to pay Royalty Income to the Trust.

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

Results of Operations – for the Three Months Ended March 20222023 and 20212022

Royalty Income

Royalty Income consists of 75% of the monthly Net Proceeds attributable to the Royalty. Royalty Income for the three months ended March 31, 20222023, and 20212022 was determined as shown in the following table:

 

  Three Months Ended March 31,   Three Months Ended March 31, 
  2022 2021   2023 2022 

Gross Proceeds from the Subject Interests:

      

Natural Gas

  $29,825,082  $15,063,292   $61,747,739  $29,825,082 

Oil

   398,469   320,338    394,987   398,469 

Other

   967,978(1)   246,647(2)    109,512(1)   967,978(2) 
  

 

  

 

   

 

  

 

 

Total

   31,191,529   15,630,277(3)    62,252,238   31,191,529 

Production Costs:

      

Severance tax – natural gas

   3,830,592   773,194 

Severance tax – gas

   6,834,673   3,830,592 

Severance tax – oil

   50,412   45,003    43,456   50,412 

Lease operating expense and property tax

   7,377,074   3,640,742(4)    6,784,844   7,377,074 

Capital expenditures

   79,463   221,887    33,660   79,463 
  

 

  

 

   

 

  

 

 

Total

   11,337,541   4,680,826    13,696,633   11,337,541 
  

 

  

 

   

 

  

 

 

Net Proceeds

   19,853,988   10,949,451 

Net profits

   48,555,605   19,853,988 

Net overriding royalty interest

   75  75   75  75
  

 

  

 

   

 

  

 

 

Royalty Income

  $14,890,491  $8,212,088   $36,416,704  $14,890,491 
  

 

  

 

   

 

  

 

 

 

(1)(1)

Revenue related to a February 2023 true-up for documented October 2022 revenues missing from the January 2023 revenue distribution, plus interest.

(2)

Estimated revenue related to audit exceptions and interest, and from non-operated properties offset by Hilcorp’s true-ups and adjustments of non-operated revenue for the production months November 2020 through October 2021.

(2)

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)

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.

(4)

Includes $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 the three months ended March 31, 2022,2023, was higher than that distributed during the same period of 20212022, due primarily to higher natural gas prices. The average natural gas price increased from $2.64 per Mcf for the three months ended March 31, 2021, to $4.79 per Mcf for the three months ended March 31, 2022.2022, to $10.53 per Mcf for the three months ended March 31, 2023. Production of natural gas from the Subject Interests increaseddecreased from 5,703,850 Mcf for the three months ended March 31, 2021, to 6,231,076 Mcf for the three months ended March 31, 2022.2022, to 5,863,499 Mcf for the three months ended March 31, 2023.

Gross Proceeds from Subject Interests. Total Gross Proceeds increased approximately $15.6$31.1 million, or 100%, for the three months ended March 31, 2022,2023, compared to the three months ended March 31, 2021.2022. The increase was primarily due to higher natural gas prices.

Capital ExpendituresCapitalHilcorp’s capital expenditures by Hilcorp decreased approximately $142,400$45,800, or 58%, for the three months ended March 31, 2022,2023, compared to the three months ended March 31, 2021.2022. The decrease was primarily attributable to differences in timing inof the payment offor these expenditures along with capital expenditures attributable to the prior year’s budget.

As referenced above, onOn February 17, 2022,2023, the Trust announced Hilcorp’s 2022that Hilcorp had provided the Trust with its 2023 capital project plan for the Subject Interests (the “2022“2023 Plan”). The 2022 Plan calls for total capital spending of $1.9 million. Hilcorp’s accounting period for, and Hilcorp has estimated its 2023 capital expenditures runs from January through December 31 of each calendar year, which corresponds and is reported infor the Subject Interests to be $4.4 million. Hilcorp informed the Trust distributions months Marchthat its 2023 Plan will allocate approximately $3.7 million of the same calendar year through February2023 Plan’s budget toward 25 well recompletions and workovers scheduled to be completed in the Mesaverde, Pictured Cliffs and Fruitland Coal formations. Approximately $0.5 million of the following calendar year.2023 Plan’s budget will be allocated to facilities projects related to natural gas compression, and approximately $0.2 million will be spent for permitting costs for potential future new drill projects. Hilcorp further informed the Trust that its planned project status for 2023 is subject to revision if Hilcorp revises its assumptions underlying the 2023 Plan and that actual capital costs may vary from these estimates.

Severance Taxes. Aggregate severance taxes increased approximately $3.1$3.0 million, or 374%77%, for the three months ended March 31, 2022,2023, compared to the three months ended March 31, 2021.2022. The percentage increase in the three-month period iswas primarily attributable to increasedhigher revenue and by corrections made to June 2018 through December 2018 production months which reduced reported severance taxes in the three months ended March 31, 2021 by $1.4 million. The corrections included the reversal of severance tax estimates and tax only adjustments associated with the Jicarilla tribe. Excluding these corrections, severance2023. Severance taxes represented approximately 13%11% of Gross Proceeds for the three months ended March 31, 2022,2023, compared to approximately 14%13% for the same period of 2021.2022.

Lease Operating Expenses and Property Taxes. Lease operating expenses and property taxes increased $3.7decreased $0.6 million, or 103%8%, for the three months ended March 31, 2022,2023, compared to the three months ended March 31, 2021. The2022. Expenses in the first quarter of 2023 were lower when compared to increased expenses includein the first quarter of 2022. Expenses in the first quarter of 2022 included approximately $0.5 million in non-operated lease operating expense true-ups, the payment of approximately $1$1.0 million for year-end salaries and bonuses for Hilcorp employees, and differences in the timing inof the receipt and payment offor these costs, offset by a $450,000 credit by Hilcorp to the Trust in 2021 due to the settlement of certain audit exceptions related to compressor maintenance services.expenditures. The Trust and its consultants are conducting a detailed analysis of these expenses associated with the 2021 year-end salaries and bonuses for Hilcorp employees to determine if they comport with the Conveyance and other operative agreements.

Monthly lease operating expenses of the Subject Interests, including property taxes, for the three months ended March 31, 2022,2023, averaged approximately $2.5$2.3 million, compared to $1.2$2.5 million for the three months ended March 31, 2021.2022.

Distributable Income

 

   Three Months Ended March 31, 
   2022   2021 

Royalty income

  $14,890,491   $8,212,088 

Interest income

   207    412 
  

 

 

   

 

 

 

Total income

   14,890,698    8,212,500 

Expenditures – General and Administrative

   (521,471   (461,258
  

 

 

   

 

 

 

Distributable income

  $14,369,227   $7,751,242 
  

 

 

   

 

 

 

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

  $0.308294   $0.166304 
  

 

 

   

 

 

 
   Three Months Ended March 31, 
   2023   2022 

Royalty Income

  $36,416,704   $14,890,491 

Interest Income

   36,936    207 
  

 

 

   

 

 

 

Total Income

   36,453,640    14,890,698 

General and administrative expenses

   (482,364   (521,471
  

 

 

   

 

 

 

Distributable Income

  $35,971,276   $14,369,227 
  

 

 

   

 

 

 

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

  $0.771771   $0.308294 
  

 

 

   

 

 

 

Distributable Income. Distributable Income increased from $7.8 million ($0.166304 per Unit) for the three months ended March 31, 2021, to $14.4 million ($0.308294 per Unit) for the three months ended March 31, 2022.2022, to $36.0 million ($0.771771 per Unit) for the three months ended March 31, 2023. The increase in Distributable Income was primarily attributable to higher natural gas prices.

Based on 46,608,796 Units outstanding, the per-Unit distributions during the first quarter of 20222023 were as follows:

 

January

  $0.103446   $0.112250 

February

   0.085744    0.249833 

March

   0.119104    0.409688 
  

 

   

 

 

Quarter Total

  $0.308294   $0.771771 
  

 

   

 

 

Interest Income. Interest income was lowerhigher for the three months ended March 31, 2022,2023, as compared to the same period in 20212022, due primarily to loweran increase in funds available for investment and to higher yields on short-term investments.

General & Administrative Expenses. General and administrative expenses increaseddecreased approximately 13%8%, for the three months ended March 31, 2022,2023, compared to the three months ended March 31, 2021.2022. The increasedecrease was primarily attributable to differences in timing inof the receipt and payment offor certain expenses by the Trust.

Cash Reserves. Total cash reserves were $1.0 million as of March 31, 2022.2023. The primary purposeTrustee is authorized to determine in its discretion, the amount of cash reserves needed to pay liabilities and contingencies 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.Trust. The Trustee does not anticipate any increases toincreasing or decreasing the established amount of cash reserve above a level of $1.0 millionreserves in 2022,2023, although it cannot guarantee that the Trusteepredict whether it will not increase suchneed to utilize some portion of those cash reserves in the future.during 2023.

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 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 its 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 without the consent of the Unit Holders.

In the event the Trust does not receive Royalty Incomesufficient net cash payments 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 subsequent Royalty Income payments from Hilcorp.for the following 12-month period.

Oil and Natural Gas and Oil 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 March 31, 2022,2023, is associated with oilnatural gas and natural gasoil production during November 20212022 through January 20222023 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 March 31, 2022,2023, and 20212022 were as follows:

 

  For the Three Months Ended March 31,   For the Three Months Ended March 31, 
  2022   2021   2023   2022 
  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

   6,231,076    6,040    5,703,850    8,865    5,863,499    5,604    6,231,076    6,040 

Royalty

   3,299,952    3,537    3,109,560    5,710    3,702,362    3,382    3,299,952    3,537 

Average Price (per Mcf/Bbl)

  $4.79   $65.97   $2.64   $36.13   $10.53   $70.48   $4.79   $65.97 

Based on Hilcorp’s reporting methodology, the Trust recognizes production during the month in which the related Royalty Income is paid to the Trust. Royalty Income for a calendar year is based on the actual oilnatural gas and natural gasoil 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 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 capital expenditures, the aggregate sales amounts from the Subject Interests may not provide a meaningful comparison to sales attributable to the Royalty.

The fluctuations in natural gas production that have occurred during the three-month period ended March 31, 2022 and 2021, respectively, generally resulted from non-operated true-ups in February and March 2022 for November 2020 thru October 2021 production, operated true-ups in January and February 2021 for June 2018 thru December 2018 production, and variances in capital spending to generate production from new and existing wells, as offset by the natural production decline curve. Also, productionProduction 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 noFrom time to time, 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 March 31, 2022.may be made. The gas continues to be sold to creditworthy buyers at market related prices.

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, 2021.2022.

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 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, 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, 2021.

2022.

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 times 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 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 cost information and, therefore, the Royalty Income owed to the Trust.

The Conveyance that transferred the royalty to the Trust obligates Hilcorp to provide the Trust with certain financial and operational information, including information concerning calculations of Royalty 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 its Annualthis Quarterly Report on Form 10-K10-Q and the other periodic reports provided by the Trust to the SEC.

During 2022, various adjustments were made for 2021 and 2022 production periods as a result of Hilcorp’s process review of reconciling Gross Proceeds and severance taxes to previously reported estimates (which the Trust refers to as “true-ups”) during fiscal years 2018 and 2020 were still occurring and being reported in 2021.new accounting system. Hilcorp has informed the TrustTrustee that as it has implemented additional controls to enhance the reporting process and reduce the need for future corrections. Hilcorp has indicated that it will coordinate with the Trustee on the timing of any further adjustments and will communicate that timing to investors.

The Trustee continues to refine furtherengage with Hilcorp regarding its estimatingongoing accounting and reporting processes. As part of that review process, Hilcorp informed the Trust that it would reverse and rebook revenue for certain prior periods. Thus, distributions to the Trust, fromand the Trust’s third-party compliance auditors continue to audit payments made by Hilcorp to the Trust, inclusive of sales revenues, production costs, capital expenditures, adjustments, actualizations, and recoupments. The Trust’s auditing process has also included detailed analysis of Hilcorp’s pricing and rates charged. As previously disclosed in any given monththe Trust’s filings, these revenues and costs (along with all costs) are the subject of the Trust’s ongoing comprehensive audit process by our professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available potential remedies in 2022 may include adjustments for the reversal and rebooking event there is evidence of prior months’ revenue, plus interest.non-compliance.

The Trustee has evaluated the Trust’s internal disclosure controls and procedures as of March 31, 2022,2023, 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 March 31, 2022,2023, 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 May  16, 2022,15, 2023, by James R. Wilharm, Director of Trust Real Estate Services andRoss C. Durr, Senior Vice President and Mineral Interest Director of PNC Bank, the Trustee of the Trust**
32 Certification required by Rule 13a-14(b), dated May  16, 2022,15, 2023, by James R. Wilharm, Director of Trust Real Estate Services andRoss C. Durr, Senior Vice President and Mineral Interest Director of PNC Bank, 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, 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.

 

PNC BANK, NATIONAL ASSOCIATION, AS TRUSTEE OF THE

SAN JUAN BASIN ROYALTY TRUST

By: /s/ James R. WilharmRoss C. Durr
Name:Ross C. Durr
Title: 

James R. Wilharm

Senior Vice President and

Mineral Interest Director of Trust Real Estate Services

Date: May 16, 202215, 2023

(The Trust has no directors or executive officers.)

13