San Juan Basin Royalty Trust 10-K, filed Mar 16, 2020
San Juan Basin Royalty Trust (SJT)
About this 10-K
San Juan Basin Royalty Trust filed this 10-K on March 16, 2020, covering the fiscal year ended December 31, 2019.
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the Fiscal Year Ended December 31, 2019 |
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 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 USA 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
| Units of Beneficial Interest | SJT | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
’Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | 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 ☒
Aggregate market value of the Units of Beneficial Interest held by non-affiliates of the registrant as of June 28, 2019: $178,318,657
At March 16, 2020 there were 46,608,796 Units of Beneficial Interest of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Table of Contents
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ITEM 1. |
1 | ||||||
| ITEM 1A. |
4 | |||||||
| ITEM 1B. |
4 | |||||||
| ITEM 2. |
4 | |||||||
| ITEM 3. |
10 | |||||||
| ITEM 4. |
10 | |||||||
| 11 | ||||||||
| ITEM 5. |
MARKET FOR REGISTRANT’S UNITS, RELATED UNIT HOLDER MATTERS AND ISSUER PURCHASES OF UNITS |
11 | ||||||
| ITEM 6. |
11 | |||||||
| ITEM 7. |
TRUSTEE’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
11 | ||||||
| ITEM 8. |
18 | |||||||
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
27 | ||||||
| ITEM 9A. |
27 | |||||||
| ITEM 9B. |
30 | |||||||
| 30 | ||||||||
| ITEM 10. |
30 | |||||||
| ITEM 11. |
30 | |||||||
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS |
30 | ||||||
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
31 | ||||||
| ITEM 14. |
32 | |||||||
| 32 | ||||||||
| ITEM 15. |
32 | |||||||
Table of Contents
Information Regarding Forward-Looking Statements
Certain information included in this Annual Report on Form 10-K contains, and other materials filed or to be filed by the San Juan Basin Royalty Trust (the “Trust”) with the Securities and Exchange Commission (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 (the “Securities Act”). Such forward-looking statements may be or may concern, among other things, capital expenditures, drilling activity, development activities, production efforts and volumes, hydrocarbon prices, estimated future net revenues, estimates of reserves, the results of the Trust’s activities, and regulatory matters. Such forward-looking statements generally are accompanied by words such as “may,” “will,” “estimate,” “expect,” “predict,” “project,” “anticipate,” “should,” “assume,” “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 of the Trust (the “Trustee”), and certain assumptions of information provided to the Trust by Hilcorp San Juan L.P. (“Hilcorp”), the owner of the Subject Interests (as defined herein). Such statements also are based on an assessment of, and are subject to, a variety of factors deemed relevant by the Trustee and Hilcorp that 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 that 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 relies on Hilcorp for 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 II, Item 9A Controls and Procedures.
Hilcorp’s reporting of natural gas volumes differs from the reporting of gas volumes from Burlington Resources Oil & Gas Company LP (“Burlington”), an indirect wholly-owned subsidiary of ConocoPhillips, from which Hilcorp acquired the Subject Interests on July 31, 2017. 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. Historically, ConocoPhillips reported natural gas production to the Trust based on wellhead volumes. Such differences in reporting methodology could significantly affect the comparison of reported natural gas volumes and average pricing in 2018 and 2019 to those from prior periods.
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GLOSSARY OF OIL AND NATURAL GAS TERMS
The following defined terms, certain of which have been adopted by the SEC and the Financial Accounting Standards Board are used within this Annual Report on Form 10-K:
Bbl: Barrel, generally 42 U.S. gallons measured at 60 degrees Fahrenheit.
Btu: British thermal unit; the amount of heat necessary to raise the temperature of one pound of water one degree Fahrenheit.
Coal Seam Well: A well completed to a coal deposit found to contain and emit natural gas.
Conventional Well: A well completed to a formation historically found to contain deposits of oil or natural gas (for example, in the San Juan Basin, the Pictured Cliffs, Dakota and Mesaverde formations) and operated in the conventional manner.
Developed Oil and Natural Gas Reserves: Reserves of any category that can be expected to be recovered (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. See 17 CFR 210.4-10(a)(6).
Distributable Income: An amount paid to Unit Holders equal to the Royalty Income received by the Trustee during a given period plus interest, less the expenses and payment of liabilities of the Trust, adjusted by any changes in cash reserves.
Estimated future net revenues: Computed by applying current oil and natural gas prices (with consideration of price changes only to the extent provided by contractual arrangements and allowed by federal regulation) to estimated future production of proved oil and natural gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions. See 17 CFR 210.4-10(c)(4)(A). “Estimated future net revenues” are sometimes referred to in this Annual Report on Form 10-K as “estimated future net cash flows.”
GAAP: United States generally accepted accounting principles.
Grantor Trust: A trust (or portion thereof) with respect to which the grantor or an assignee of the grantor, rather than the trust, is treated as the owner of the trust properties and is taxed directly on the trust income for federal income tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended.
Henry Hub: Henry Hub index.
Lease Operating Expenses: Expenses incurred in the operation of a producing property as apportioned among the several parties in interest.
Mcf: Thousand cubic feet.
MMBtu: Million British thermal units.
MMcf: Million cubic feet.
Multiple Completion Well: A well which produces simultaneously, with or without separate tubing strings, from two or more producing horizons or alternatively from each.
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Net Overriding Royalty Interest: A share of gross production from a property, measured by net profits from operation of the property and carved out of the working interest, i.e., a net profits interest.
Natural Gas Liquids (NGL): Those hydrocarbons that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing or cycling plants.
Proved developed reserves: Proved natural gas and oil reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.
Proved natural gas and oil reserves: Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. See 17 CFR 210.4-10(a)(22).
Proved undeveloped reserves (PUDs): Proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for well recompletion. Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are schedule to be drilled within five years, unless specific circumstances justify a longer time. Under no circumstances shall estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.
Reasonable certainty: (i) If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered or (ii) if probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease. See 17 CFR 210.4-10(a)(24).
Recompleted Well: A well completed by drilling a separate well bore from an existing casing in order to reach the same reservoir, or redrilling the same well bore to reach a new reservoir.
Reserves: Estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market, and all permits and financing required to implement the project. See 17 CFR 210.4-10(a)(26).
Undeveloped oil and natural gas reserves: Reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for well recompletion. See 17 CFR 210.4-10(a)(31).
Working Interest: The operating interest under an oil and natural gas lease.
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| ITEM 1. | BUSINESS |
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. Effective as of September 30, 2002, the original indenture was amended and restated and, effective as of December 12, 2007, the restated indenture was amended and restated, which we refer to as the “Indenture.” As a result of a series of mergers and other transactions, the current Trustee of the Trust is BBVA USA (the “Trustee”), which is a wholly-owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A.
The Conveyance and the Royalty
Pursuant to the Net Overriding Royalty Conveyance (the “Conveyance”) effective November 1, 1980, Southland conveyed to the Trust a 75% net overriding royalty interest (the “Royalty”) that burdens certain of Southland’s oil and natural gas interests (the “Subject Interests”) in properties located in the San Juan Basin of northwestern New Mexico (the “San Juan Basin”). Subsequent to the Conveyance of the Royalty, through a series of sales, assignments and mergers, Southland’s successor became Hilcorp San Juan L.P. (“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 functions generally as a net profits interest. Under the terms of the Conveyance, the Trust receives 75% of net proceeds from the Subject Interests. The term “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 (or any subsequent owner of the Subject Interests) from the sale of the production attributable to the Subject Interests, subject to certain adjustments. “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 generally 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 payment to the Trust. 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 Royalty constitutes the principal asset of the Trust. The Trust’s 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 the 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 common stock of Southland then held. Holders of Units are referred to herein as “Unit Holders.”
As of December 31, 2019, 98% of the Trust’s estimated proved reserves consisted of natural gas reserves, and 95% of the gross proceeds from the Subject Interests in 2019 were attributable to the production and sale of natural gas by Hilcorp as well as other proceeds. Accordingly, the market price for natural gas produced and sold from the San Juan Basin heavily influences the amount of Trust income available for distribution to the Unit Holders by the Trust and, by extension, the price of the Units. Normally there is greater demand for natural gas used for heating or air conditioning purposes in the summer and winter months than during the rest of the year.
The Trustee
The primary function of the Trustee is to collect the net proceeds attributable to the Royalty (“Royalty Income”), to pay all expenses and charges of the Trust and to distribute the remaining available income to the
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Unit Holders. The Trust received approximately $9.9 million and $19.4 million in Royalty Income from Hilcorp in each of the fiscal years ended December 31, 2019 and 2018, respectively. After deducting administrative expenses and accounting for interest income and any change in cash reserves, the Trust distributed approximately $8.1 million and $18.0 million to Unit Holders in each of the fiscal years ended December 31, 2019 and 2018, respectively. The Trust’s corpus was approximately $5.5 million and $5.8 million as of December 31, 2019 and 2018, respectively.
Proceeds from production in the first month are generally received by Hilcorp in the second month, the net proceeds attributable to the Royalty are 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. Unit Holders of record as of the last business day of each month (the “monthly record date”) will be entitled to receive the calculated monthly distribution amount for such month on or before ten business days after the monthly record date. The amount of each monthly distribution will generally be determined and announced ten days before the monthly record date. The aggregate monthly distribution amount is the excess of (i) the net proceeds attributable to the Royalty paid to the Trustee, plus any decrease in cash reserves previously established for liabilities and contingencies of the Trust, over (ii) the expenses and payments of liabilities of the Trust, plus any net increase in cash reserves.
The Trustee may, in its sole discretion, establish a cash reserve for payment of Trust liabilities that are contingent or uncertain or otherwise not currently due and payable. As of December 31, 2019, the Trustee had established cash reserves of $1.0 million. During the period from June 2019 through October 2019 the Trust collectively utilized cash reserves of $483,000 to pay Trust administrative expenses. The Trustee replenished the cash reserves by $95,000 and $388,000 in November 2019 and December 2019, respectively, to bring the cash reserve balance to the previously established amount of $1.0 million. The Trustee does not anticipate any increase or decrease to the cash reserves in 2020.
Cash being held by the Trustee as cash reserves or pending distribution may be placed, in the Trustee’s discretion, in obligations issued by (or unconditionally guaranteed by) the United States or any agency thereof, repurchase agreements secured by obligations issued by the United States or any agency thereof, certificates of deposit of banks having capital, surplus and undivided profits in excess of $50 million or money market funds that have been rated at least AAm by Standard & Poor’s and at least Aa by Moody’s, subject, in each case, to certain other qualifying conditions. Currently, such funds are placed in interest-bearing negotiable order of withdrawal accounts whose funds are either insured by the Federal Deposit Insurance Corporation or secured by other assets of the Trustee.
The other powers and duties of the Trustee are set forth in the Indenture and include the prosecution and defense of claims by and against the Trust, the engagement of consultants and professionals and the payment of Trust liabilities. 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 from 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 if it determines such a sale is in the best interest of the Unit Holders. The Trust does not operate the Subject Interests and is not empowered to carry on any business activity. The Trust has no employees, officers or directors. All administrative functions of the Trust are performed by the Trustee.
Under the Indenture, the Trustee may act in its discretion in carrying out its powers and performing its duties and is liable only for fraud or for acts and omissions in bad faith. The Trustee is not liable for any act or omission of its agents or employees unless the Trustee acted in bad faith in its selection and retention of such agents or employees. The Indenture provides that the Trustee and its officers, agents and employees must be indemnified and receive reimbursement of expenses from the assets of the Trust for liabilities and claims incurred in the administration of the Trust, except for liabilities and claims arising from the Trustee’s fraud or bad faith.
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Duration of the Trust
The Trust will terminate if (a) its gross revenue for each of two successive years is less than $1 million per year or, if earlier, (b) the Unit Holders of at least 75% of all of the Units outstanding vote in favor of termination. Upon termination of the Trust, the Trustee must sell the Royalty and distribute the proceeds to Unit Holders after satisfying or establishing reserves to satisfy the liabilities of the Trust.
Hilcorp
The sale of San Juan Basin assets from Burlington to Hilcorp closed on July 31, 2017. Hilcorp is the operator of the majority of the Subject Interests, and as a result, Hilcorp’s actions could have a material impact on the results of operations and Hilcorp could have interests that conflict with the interests of the Trust and the Unit Holders. The Subject Interests that are not operated by Hilcorp are operated by other operators, some of which may be affiliated with Hilcorp. As an operator, Hilcorp has the obligation under the Conveyance to conduct its operations in accordance with reasonable and prudent business judgment and good oil and natural gas field practices. The development of the Subject Interests is conducted pursuant to operating and similar agreements to which the Trust is not a party and under which the Trust has no control or other rights to determine the location, timing and other key aspects of development and maintenance that may materially impact results of operations. Neither the Trustee nor the Unit Holders can influence or control the operation or future development of the Subject Interests.
Hilcorp’s interests may conflict with those of the Trust and the Unit Holders in situations involving the development, maintenance, operation or abandonment of the Subject Interests. Hilcorp has the right to abandon any well when, in its opinion, such well ceases to produce or is not capable of producing oil and natural gas in paying quantities, even though such well is still generating revenue for the Unit Holders. Hilcorp reserves the right to not participate in operations on the Subject Interests when it has a right to do so under the applicable operating or similar agreement. Hilcorp may make decisions with respect to expenditures and decisions to allocate resources to projects in other areas that adversely affect the Subject Interests, including reducing expenditures on these properties, which could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions by the Trust in the future. In addition, Hilcorp is not obligated to the Trust to maintain any particular types or amounts of insurance, and insurance may not be commercially available at adequate levels to cover its operational hazards at all times during the life of the Trust. If a well is damaged, Hilcorp would have no obligation to drill a replacement well or otherwise compensate the Trust for the loss. The Trust does not have insurance or indemnification to protect against losses or delays in receiving proceeds from such events.
Hilcorp also is responsible, subject to the terms of an agreement with the Trust, for marketing the 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 in the circumstances. Additionally, Hilcorp is obligated under the Conveyance to maintain books and records sufficient to determine the amounts payable to the Trustee.
Additional Information
The principal office of the Trust is located at 2200 Post Oak Blvd., Floor 18, Houston, Texas 77056 (toll-free telephone number (866) 809-4553). The Trust makes available (free of charge) its annual, quarterly and current reports (and any amendments thereto) filed with the SEC through its website at www.sjbrt.com as soon as reasonably practicable after electronically filing or furnishing such material with or to the SEC. The Trust’s materials filed with the SEC are available at the SEC’s internet site, www.sec.gov. This site contains reports and, as applicable, proxy and information statements, and other information regarding the Trust and other issuers that file electronically with the SEC.
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, 2200 Post Oak Blvd., Floor 18,
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Houston, Texas 77056 (toll-free telephone number (866) 809-4553, email address: sjt.us@bbva.com), 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 tax information is generally posted by the Trustee on the Trust’s website: www.sjbrt.com.
| ITEM 1A. | RISK FACTORS |
Not required.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
The Royalty conveyed to the Trust was carved out of Southland’s (now Hilcorp’s) working interests and royalty interests in certain properties situated in the San Juan Basin. See Item 1. Business for information on the conveyance of the Royalty to the Trust. References below to “gross” wells and acres are to the interests of all persons owning interests therein, while references to “net” are to the interests of Hilcorp (from which the Royalty was carved) in such wells and acres.
Unless otherwise indicated, the following information in this Item 2 is based upon data and information furnished to the Trustee by Hilcorp.
The Subject Interests
The Subject Interests consist of working interests, royalty interests, overriding royalty interests and other contractual rights in 151,900 gross (119,000 net) producing acres in San Juan, Rio Arriba and Sandoval Counties of northwestern New Mexico. According to the information provided by Hilcorp, there were, as of December 31, 2019, 4,332 gross (826.3 net) wells on the properties underlying the Subject Interests, calculated on a well bore basis and not including multiple completions as separate wells, of which approximately 996 gross (287 net) wells were Multiple Completion Wells, resulting in a total of 5,402 gross (1,145.1 net) completions.
Hilcorp has informed the Trust that all of the subject acreage is held by production, and even though it has not been fully developed in every formation, Hilcorp has classified all of such acreage as developed. Production from conventional natural gas wells is primarily from the Pictured Cliffs, Mesaverde and Dakota formations, ranging in depth from 1,500 to 8,000 feet. Additional production is attributable to coal seam reserves in the Fruitland Coal formation.
Coal seam natural gas constituted approximately 9% of our proved natural gas reserves as of December 31, 2019. The process of removing coal seam natural gas is often referred to as degasification or desorption. Millions of years ago, natural gas was generated in the process of coal formation and absorbed into the coal. Water later filled the natural fracture system. When the water is removed from the natural fracture system, reservoir pressure is lowered and the natural gas desorbs from the coal. The desorbed natural gas then flows through the fracture system and is produced at the well bore. The volume of formation water production typically declines with time and the natural gas production may increase for a period of time before starting to decline. Typically, the volumes of natural gas produced from a Coal Seam Well decline more rapidly than those of Conventional Wells. In order to dispose of the formation water, surface facilities including pumping units are required. The price of coal seam natural gas is typically lower than the price of conventional natural gas. This is because the heating value of coal seam natural gas is much lower than that of conventional natural gas due to (a) ever increasing percentages of carbon dioxide in coal seam natural gas (carbon dioxide has no heating value), and (b) the absence of heavier hydrocarbons such as ethanes, propanes, and butanes, which are present in conventional natural gas.
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Furthermore, the production costs and processing fees for coal seam natural gas are typically higher than the processing fees for conventional natural gas due to the cost of extracting the carbon dioxide.
The Royalty conveyed to the Trust is limited to the base of the Dakota formation, which is currently the deepest significant producing formation under acreage affected by the Royalty. Rights to production, if any, from deeper formations are retained by Hilcorp.
2020 Capital Expenditure Budget
On February 24, 2020, the Trust announced that Hilcorp had provided the Trust with its 2020 capital project plan for the Subject Interests estimated at $0.3 million for facility projects primarily related to natural gas compression. Due to the current low prices for natural gas, Hilcorp has not planned to conduct any new drill projects or recompletions within the Subject Interests in 2020. However, Hilcorp advised the Trust that the 2020 Plan is subject to revision depending upon changes in the price of natural gas.
Oil and Natural Gas 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. Production of oil and natural gas and related average sales prices attributable to each of the Subject Interests and the Royalty for the two years ended December 31, 2019, were as follows:
| For the year ended December 31, | ||||||||||||||||
| 2019 | 2018 | |||||||||||||||
| Natural Gas (Mcf) |
Oil and Condensate (Bbls) |
Natural Gas (Mcf) |
Oil and Condensate (Bbls) |
|||||||||||||
| Production |
||||||||||||||||
| Subject Interests |
27,603,430 | 66,458 | 32,501,962 | 52,944 | ||||||||||||
| Royalty |
2,192,560 | 40,179 | 10,406,632 | 32,191 | ||||||||||||
| Average Price (per Mcf/Bbl) |
$ | 1.79 | $ | 45.11 | $ | 1.89 | $ | 52.23 | ||||||||
Production costs for natural gas and oil attributable to the Subject Interests for the two years ended December 31, 2019 were as follows:
| 2019 | 2018 | |||||||
| Total Production Costs (including capital expenses) |
$ | 41,473,084 | $ | 38,488,437 | ||||
| Average Production Costs per unit of Production |
$ | 1.4811 | $ | 1.1727 | ||||
| Lease Operating Expenses |
$ | 28,279,441 | $ | 27,757,091 | ||||
| Average Lifting Cost per unit of Production |
$ | 1.0099 | $ | 0.8457 | ||||
The Trust recognizes production during the month in which the related net proceeds attributable to the Royalty are 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 oil and natural gas, 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 oil and natural gas 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 annual natural gas production that have occurred during these two years generally resulted from changes in the demand for natural gas during that time, market conditions, and variances in capital
5
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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, oil and natural gas sales attributable to the Royalty are based on an allocation formula dependent on many factors, including oil and natural gas prices and capital expenditures.
Marketing
Natural gas produced in the San Juan Basin is sold in both interstate and intrastate commerce. Please refer to the discussion contained herein under “Regulation” for information as to federal regulation of prices of oil and natural gas. As part of the transition from Burlington to Hilcorp, Hilcorp has assumed, or been assigned, all the natural gas purchase, gathering and processing contracts affecting the Subject Interests. Natural gas produced from the Subject Interests is processed at the following sites: Chaco, Val Verde, Milagro, Ignacio or Kutz plants, all located in the San Juan Basin. Hilcorp sells natural gas produced from the Subject Interests under various contracts.
Hilcorp’s sales contracts with Chevron Natural Gas (“Chevron) and EDF Trading North America LLC (“EDF”) automatically renewed for an additional one-year term and now expire on March 31, 2021. Each of Hilcorp’s sales contracts with EDF and Chevron provides for (i) the delivery of such natural gas at various delivery points through their respective termination dates and (ii) the sale of such natural gas at prices that fluctuate in accordance with published indices for natural gas sold in the San Juan Basin. Hilcorp’s natural gas sales contract with New Mexico Gas Company, Inc. automatically renewed for an additional one-year term and now expires on March 31, 2021. The contract provides for the sale of certain winter-only natural gas supplies processed at the Kutz plant at prices that fluctuate in accordance with published indices for natural gas sold in the San Juan Basin.
Hilcorp contracts with Enterprise Field Services, LLC (“EFS”) for the gathering and processing of certain natural gas produced from the Subject Interests. Hilcorp’s predecessor signed an agreement with EFS which was effective November 1, 2011 for a term of 15 years. Hilcorp’s predecessor has disclosed to the Trust a summary of that agreement which the Trust has reviewed with its consultants, subject to conditions of confidentiality.
Hilcorp’s predecessor entered into four contracts with Williams Four Corners, LLC (“WFC”), each of which is effective for a term of 15 years commencing April 1, 2010. The EFS and WFC contracts covered the gathering and processing of virtually all of the natural gas produced from the Subject Interests. On October 1, 2018, Harvest Midstream I, L.P., an affiliated midstream company of Hilcorp, completed the acquisition of WFC’s gas pipeline and processing facilities in the San Juan Basin. The Conveyance sets forth the processing costs that Hilcorp can charge for both non-affiliates and affiliates.
The Trust is not a party to any of the purchase, gathering or processing contracts. As part of the 1996 settlement of litigation filed by the Trustee in 1992 against Burlington and Southland, the Trustee and Burlington established a formal protocol pursuant to which compliance auditors retained by the Trustee have access to Burlington and its successors’ books and records, which protocol has been adopted by Hilcorp.
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Oil and Natural Gas Reserves
Proved Reserves
All of the Trust’s reserves are located in the San Juan Basin. Total proved Developed and Undeveloped Oil and Natural Gas Reserves attributable to the Royalty as of December 31, 2019 were as follows:
| Proved Reserves(1)(2) | ||||||||
| Reserves Category |
Natural Gas (MMcf) |
Crude Oil and Condensate (MBbls) |
||||||
| Developed |
49,334 | 172 | ||||||
| Undeveloped |
- | - | ||||||
|
|
|
|
|
|||||
| Total Proved |
49,334 | 172 | ||||||
|
|
|
|
|
|||||
| (1) | Proved reserves were calculated using prices equal to the twelve-month unweighted arithmetic average of the first-day-of-the-month commodity prices for each of the preceding twelve months, which were $2.58 per MMBtu (Henry Hub) of natural gas and $55.69 per Bbl (West Texas Intermediate) of oil. The adjusted volume-weighted average prices over the life of the properties were $1.88 per Mcf of gas and $44.34 per Bbl of oil. |
| (2) | The Trust does not own a specific percentage of the oil and gas reserves because the Conveyance has defined the Trust’s interest as a net overriding royalty interest. Because the Trust’s reserve quantities are determined using an allocation formula, any fluctuations in actual or assumed prices or costs will result in revisions to the estimated reserve quantities allocated to the net overriding royalty interest. |
Estimated quantities of proved Developed Oil and Natural Gas Reserves attributable to the Royalty as of December 31, 2019 and 2018 were as follows:
| 2019 | 2018 | |||||||
| Natural Gas (MMcf) |
49,334 | 75,844 | ||||||
| Crude Oil and Condensate (MBbls) |
172 | 203 | ||||||
Proved Undeveloped Reserves
Based on information provided by Hilcorp and analysis by our independent reserve engineer, there were no proved undeveloped reserves identified as of December 31, 2019 or 2018.
Internal Controls over Reserves Estimates
The process of estimating oil and natural gas reserves is complex and requires significant judgment. The Trust, however, does not have the same level of information that generally would be available to a company with oil and natural gas operations because detailed information generally is not available to owners of royalty interests. Thus, the Trustee relies upon accumulated information and data solely provided by Hilcorp regarding the Royalty derived from the Subject Interests and provides such information for the Trust’s auditing purposes to Cawley, Gillespie & Associates, Inc. (“CG&A”). CG&A extrapolates from such Hilcorp-provided information estimates of the reserves attributable to the Subject Interests based on its expertise in the oil and natural gas fields where the Subject Interests are situated, as well as other publicly available information, and provides the results to the Trust.
The Trust maintains internal controls and procedures applicable to reserve estimation which are reviewed annually and updated as required and reviews the reserve reports prepared by CG&A for reasonableness. The Trust’s internal controls and procedures regarding reserve estimates require proved reserves to be determined and disclosed in compliance with the SEC definitions and guidance.
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Third-Party Reserves
The Trust does not maintain an internal petroleum engineering department and instead relies upon CG&A for a qualified, independent report of estimated reserves. The Trust has verified the qualifications and credentials of CG&A to prepare reserve estimates on behalf of the Trust. The independent petroleum engineers’ reports as to the proved oil and natural gas reserves as of December 31, 2018 and 2019 were prepared by CG&A. CG&A, whose firm registration number is F-693, was founded in 1961 and is nationally recognized in the evaluation of oil and natural gas properties. The technical person at CG&A primarily responsible for overseeing the reserve estimate with respect to the Trust is Zane Meekins. Mr. Meekins has been a practicing petroleum engineering consultant since 1989, with over 31 years of practice experience in petroleum engineering, and is a registered professional engineer in the State of Texas (License No. 71055). Mr. Meekins graduated from Texas A&M University in 1987, summa cum laude, with a B.S. in Petroleum Engineering. Both CG&A and Mr. Meekins have indicated that they meet or exceed all requirements set forth in Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.
Regulation
General
Exploration for and production and sale of oil and natural gas are extensively regulated at the national, state, and local levels. These laws may govern a wide variety of matters, including allowable rates of production, transportation, marketing, pricing, well construction, water use, prevention of waste, waste disposal, pollution and protection of the environment. These laws, regulations and orders have in the past, and may again, restrict the rate of oil and natural gas production below the rate that would otherwise exist in the absence of such laws, regulations and orders.
Laws affecting the oil and natural gas industry and the distribution of its products are under constant review for amendment or expansion, frequently increasing the regulatory burden on operations. Numerous governmental departments and agencies are authorized by statute to issue, and have issued, rules and regulations binding on the oil and natural gas industry. Compliance with applicable laws is often difficult and costly, while non-compliance may result in substantial penalties. Such costs and penalties may affect the amount of net proceeds attributable to the Royalty that are paid to the Trust by Hilcorp or by subsequent operators of the Subject Interests.
Natural Gas
The transportation and resale of natural gas in interstate commerce, historically, have been regulated pursuant to several laws enacted by Congress and the regulations promulgated under these laws by the Federal Energy Regulatory Commission (“FERC”) and its predecessor. In the past, the federal government has regulated the prices at which natural gas could be sold in interstate commerce. Congress removed all price and non-price controls affecting wellhead sales of natural gas under the Natural Gas Wellhead Decontrol Act effective January 1, 1993. Congress could, however, reenact controls in the future.
Sales of natural gas are affected by the availability, terms and cost of transportation. The price and terms for pipeline transportation remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and FERC from 1985 to the present that affect the economics of natural gas production, transportation and sales. In addition, FERC continues to promulgate revisions to various aspects of the rules and regulations affecting those segments of the natural gas industry, most notably interstate natural gas transmission companies, that remain subject to FERC’s jurisdiction. These initiatives may also affect the intrastate transportation of gas under certain circumstances. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry.
Additional proposals and proceedings that might affect the natural gas industry are considered from time to time by Congress, FERC, state regulatory bodies and the courts. The Trust cannot predict when or if any such
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proposals might become effective, or their effect, if any, on the Trust. The natural gas industry historically has been very heavily regulated; therefore, there is no assurance that the less stringent regulatory approach to natural gas sales pursued since 1993 by FERC and Congress will continue.
Sales of crude oil, condensate and gas liquids are not currently regulated and are made at market prices. The ability to transport and sell petroleum products depends on pipelines that transport such products in interstate commerce and FERC regulates the rates, terms and conditions of service by such pipelines under the Interstate Commerce Act.
Any such price or non-price control regulations may affect the amount of net proceeds attributable to the Royalty that are paid to the Trust by Hilcorp or subsequent operators of the Subject Interests.
Environmental Regulation
General. Activities on the Subject Interests are subject to existing stringent and complex federal, state and local laws (including case law) and regulations governing health, safety, environmental quality and pollution control. Failure to comply with these laws, rules and regulations, however, may result in the assessment of administrative, civil or criminal penalties; the imposition of investigatory or remedial obligations; and the issuance of injunctions limiting or preventing some or all of the operations on the Subject Interests.
Cleanup. Under certain environmental laws and regulations, the operators of the Subject Interests could be subject to strict, joint and several liability for the removal or remediation of property contamination, whether at a drill site or a waste disposal facility, even when the operators did not cause the contamination or their activities were in compliance with all applicable laws at the time the actions were taken. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the “superfund” law, for example, imposes liability, regardless of fault or the legality of the original conduct, on certain classes of persons for releases into the environment of a “hazardous substance.” Liable persons may include the current or previous owner and operator of a site where a hazardous substance has been disposed and persons who arranged for the disposal of a hazardous substance at a site. Under CERCLA and similar statutes, government authorities or private parties may take actions in response to threats to the public health or the environment or sue responsible persons for the associated costs. In the course of operations, the working interest owner and/or the operator of Subject Interests may have generated and may generate materials that could trigger cleanup liabilities. In addition, the Subject Interests have produced oil and/or natural gas for many years, and previous operators may have disposed or released hydrocarbons, wastes or hazardous substances at the Subject Interests. The operator of the Subject Interests or the working interest owners may be responsible for all or part of the costs to clean up any such contamination. Although the Trust is not the operator of any Subject Interests, or the owner of any working interest, its ownership of the Royalty could cause it to be responsible for all or part of such costs to the extent CERCLA or any similar statute imposes responsibility on such parties as “owners.”
Climate Change. In December 2009, the EPA determined that emissions of carbon dioxide, methane and certain other greenhouse gases (“GHGs”) endanger public health and the environment because emissions of such gases are contributing to warming of the Earth’s atmosphere and other climatic changes. Based on those findings, the EPA adopted and implemented various regulations to restrict emissions of GHGs under existing provisions of the Clean Air Act. The current Trump Administration has tried to delay or revise a number of the Obama-era regulations; however, proponents of climate change regulations have been challenging those efforts in various courts with some success to date, and the outcomes of future elections may result in a return to President Obama’s regulatory scheme or other policy agendas that seek to curb the U.S. production and usage of fossil fuels. The direction of future U.S. climate change regulation therefore is difficult to predict, as well as the impact such regulation may have on the amount of net proceeds attributable to the Royalty that are paid to the Trust by Hilcorp or subsequent operators of the Subject Interests. In addition, federal agencies may or may not continue developing regulations to reduce GHG emissions from the oil and gas industry. Even if federal efforts in this area slow, states may continue pursuing climate regulations.
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Various state governments and regional organizations comprising state governments already have enacted legislation and promulgated rules restricting GHG emissions or promoting the use of renewable energy, and additional such measures are frequently under consideration. Although it is not possible at this time to estimate how potential future requirements addressing GHG emissions would impact operations on the Subject Interests and Royalty Income, either directly or indirectly, any future federal, state or local laws or implementing regulations that may be adopted to address GHG emissions could require the operator of the Subject Interests to incur new or increased costs to obtain permits, operate and maintain equipment and facilities, install new emission controls, acquire allowances to authorize GHG emissions, pay taxes related to GHG emissions or administer a GHG emissions program. Regulation of GHGs could also result in a reduction in demand for and production of oil and natural gas. Additionally, to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise, the Subject Interests may be adversely affected to a greater degree than previously experienced.
Certain Tax Considerations
The classification of the Trust’s income for purposes of the passive loss rules may be important to a Unit Holder. As a result of the Tax Reform Act of 1986, 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.
The Trustee has been informed that the New Mexico Oil and Gas Proceeds and Pass-Through Entity Withholding Tax Act (the “Withholding Tax Act”) requires remitters who pay certain oil and natural gas proceeds from production on New Mexico wells to withhold income taxes from such proceeds in the case of certain nonresident recipients. The Trustee, on advice of New Mexico counsel, has observed that “net profits interests,” such as the Royalty, and other types of interests, the extent of which cannot be determined with respect to a specific share of the oil and natural gas production, as well as amounts deducted from payments that are for expenses related to oil and natural gas production, are excluded from the withholding requirements of the Withholding Tax Act. Unit Holders should consult with their individual tax advisors regarding the applicability of the Withholding Tax Act and other tax matters to distributions received from the Trust by a Unit Holder.
| ITEM 3. | LEGAL PROCEEDINGS |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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| ITEM 5. | MARKET FOR REGISTRANT’S UNITS, RELATED UNIT HOLDER MATTERS AND ISSUER PURCHASES OF UNITS |
Units of Beneficial Interest
The Units are traded on the New York Stock Exchange under the symbol “SJT.”
Dividend Policy
The Trust makes monthly cash distributions to the Unit Holders. The aggregate monthly distribution amount is the excess of (i) the net proceeds attributable to the Royalty paid to the trustee of the Trust, plus any decrease in cash reserves previously established for liabilities and contingencies of the Trust, over (ii) the expenses and payments of liabilities of the Trust, plus any net increase in cash reserves. Future payments of cash distributions are dependent on such factors as prevailing natural gas and oil prices, expenses, increases in cash reserves and the actual production from the Subject Interests.
Unit Holders
According to the records of our transfer agent, as of March 1, 2020, there were 46,608,796 Units outstanding held by 877 Unit Holders of record. The actual number of Unit Holders is greater than these numbers of Unit Holders of record and includes Unit Holders who are beneficial owners, but whose shares are held in street name by brokers and nominees. The number of Unit Holders of record also does not include Unit Holders whose Units may be held in trust by other entities.
Equity Compensation Plans
The Trust has no directors, executive officers or employees. Accordingly, the Trust does not maintain any equity compensation plans and there are no Units reserved for issuance under any such plans.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not Required.
| ITEM 7. | TRUSTEE’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
As discussed herein under Part II, Item 9A (Controls and Procedures), due to the pass-through nature of the Trust, Hilcorp is the primary source of the information disclosed in this Annual Report on Form 10-K and the other periodic reports filed by the Trust with the SEC. Although the Trustee receives periodic updates from Hilcorp regarding activities which may relate to the Trust, the Trust’s ability to timely report certain information required to be disclosed in the Trust’s periodic reports is dependent on Hilcorp’s timely delivery of the information to the Trust.
Overview
The principal asset of the Trust is the Royalty, which consists of a 75% net overriding royalty interest that burdens the Subject Interests located in the San Juan Basin. The primary function of the Trustee is to collect the 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 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.
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Royalty Income. The Royalty functions generally as a net profits interest in the Subject Interests. The Royalty Income paid to the Trust is 75% of net proceeds from the Subject Interests. The term “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 (or any subsequent owner of the Subject Interests) from the sale of the production attributable to the Subject Interests, subject to certain adjustments.
The amount of gross proceeds attributable to the Subject Interests depends on prevailing natural gas prices and, to a lesser extent, crude oil prices. As a result, commodity prices affect the amount of Royalty Income available for distribution to the Unit Holders. During 2019, the price of natural gas for production from the Subject Interests decreased from an average price for natural gas of $1.89 per Mcf in 2018 to $1.79 per Mcf in 2019. The price for oil decreased from an average price of $52.23 per Bbl in 2018 to $45.11 per Bbl in 2019.
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, and Hilcorp has informed the Trust that it is unable to estimate the productive life of the Subject Interests. Lower commodity prices may also reduce the volume of natural gas and oil produced from the Subject Interests by Hilcorp. There were no new wells drilled on the Subject Interests by Hilcorp in 2018. During 2018, Hilcorp recompleted 15 wells. In 2019, Hilcorp drilled and completed one horizontal well in the Fruitland Coal formation and recompleted 17 wells.
On February 24, 2020, the Trust announced that Hilcorp had provided the Trust with its 2020 capital project plan for the Subject Interests estimated at $0.3 million for facility projects primarily related to natural gas compression. Due to the current low prices for natural gas, Hilcorp has not planned to conduct any new drill projects or recompletions within the Subject Interests in 2020. However, Hilcorp advised the Trust that the 2020 Plan is subject to revision depending upon changes in the price of natural gas.
Under the terms of the Conveyance, production costs are deducted from gross proceeds in calculating 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 generally 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 payment to the Trust, but 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.
Distributable Income. In addition to Royalty Income, the Trust receives interest income, typically from interest paid on cash deposits. General and administrative expenses constitute the Trust’s primary expense and include, among other items, the Trustee’s fees, audit, consulting and legal fees and reporting costs.
The Trustee is authorized to determine in its discretion the amount of cash reserves needed to pay liabilities and contingencies of the Trust. Total cash reserves were $1.0 million as of December 31, 2018 and 2019. The Trust utilized cash reserves of $483,000 to pay Trust administrative expenses in 2019. The Trust replenished its cash reserves by $95,000 and $388,000 in November 2019 and December 2019, respectively, to bring the cash reserve balance back to the previously established amount of $1.0 million. The Trustee does not anticipate any increase or decrease to the cash reserves in 2020.
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Hilcorp
The sale of San Juan Basin assets, including the Subject Interests, from Burlington to Hilcorp closed on July 31, 2017. During this transition, Hilcorp advised the Trust that for certain months it reported estimates of cash revenues and expenses, based on the best information available to Hilcorp at that time. Hilcorp informed the Trust that it believes its estimates have been prepared in accordance with the Conveyance.
Gross Proceeds and Severance Tax Estimates. Hilcorp’s process of reconciling actual revenue and severance taxes to previously reported estimates (which the Trust refers to as “true-ups”) from prior periods during fiscal 2017, 2018, and 2019 are still occurring and being reported in 2020. Hilcorp informed the Trust that it has refined various processes and that Hilcorp will 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 will reverse and rebook revenue for certain prior periods. Thus, distributions to the Trust from Hilcorp in any given month may be subject to adjustments based upon prior months’ true-ups and rebooking, plus interest.
Hilcorp notified the Trust that as of the date of this Annual Report, it will still need to adjust the previously reported production and financial information for the production months of November 2017 through July 2019 (corresponds to Trust distribution months January 2018 through September 2019) 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.
In 2019, Hilcorp made true-up and rebooking adjustments resulting in an additional $325,000 gross ($244,000 net) Royalty Income revenue to the Trust based on the production months of August 2017, September 2017, October 2017, and January 2019.
Other Gross Proceeds Estimates. The Trust has been advised by Hilcorp that as a result of its continued transitioning of historic information and knowledge from Burlington, an additional $1.0 million in “Other” revenue was included in the gross proceeds estimates in each of the December 2017 and January 2018 distribution months. The additional “Other” revenue was based on Hilcorp’s estimated increases in natural gas production that were subsequently offset by lower natural gas prices. Hilcorp has not yet trued-up the $1.0 million in “Other” gross proceeds included in each of the December 2017 and January 2018 distributions. As a result, once Hilcorp has finalized its true-ups there could be a negative adjustment to the “Other” gross proceeds consisting of a reimbursement by the Trust to Hilcorp of this estimated payment of up to $2.0 million, consisting of $1.0 million for December 2017 and $1.0 million for in January 2018. The timing of this “Other” gross proceeds true-up may be affected by additional items identified by the Trustee’s third-party compliance auditors that are pending resolution with Hilcorp.
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Results of Operations
Royalty Income
Royalty Income consists of monthly net proceeds attributable to the Royalty. Royalty Income for the two years ended December 31, 2019 was determined as shown in the following table:
| For the years ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Gross Proceeds From the Subject Interests: |
||||||||
| Natural Gas |
$ | 49,443,283 | $ | 61,476,079 | ||||
| Oil |
2,998,207 | 2,765,035 | ||||||
| Other |
2,230,992 | (1) | 13,107 | (3) | ||||
|
|
|
|
|
|||||
| Total |
54,672,482 | 64,254,221 | ||||||
|
|
|
|
|
|||||
| Capital Expenditures |
7,862,304 | 2,397,175 | ||||||
| Severance Tax – Natural Gas |
4,854,861 | 7,954,108 | ||||||
| Severance Tax – Oil |
251,379 | 242,825 | ||||||
| Other |
39,408 | (2) | (3,734 | )(4) | ||||
| Lease Operating Expenses and Property Taxes |
28,465,132 | 27,757,283 | ||||||
|
|
|
|
|
|||||
| Total |
41,473,084 | 38,347,657 | ||||||
|
|
|
|
|
|||||
| Net Profits |
13,199,398 | 25,906,564 | ||||||
|
|
|
|
|
|||||
| Net Overriding Royalty Interest |
75% | 75% | ||||||
|
|
|
|
|
|||||
| Royalty Income |
$ | 9,899,548 | $ | 19,429,923 | ||||
|
|
|
|
|
|||||
| (1) | Estimated revenue from outside operated properties, handling and processing income, and granted audit exceptions. |
| (2) | Interest charges on excess production costs. |
| (3) | Consists primarily of approximately $1.0 million in estimated revenue from non-operated properties offset by true-ups by Hilcorp. |
| (4) | Consists mainly of a credit from Hilcorp for a duplicate charge. |
Gross Proceeds from Subject Interests. Gross proceeds decreased $9.6 million or 15% to $54.7 million for the year ended December 31, 2019 compared to $64.3 million for the year ended December 31, 2018. The decrease was primarily attributable to lower natural gas production.
Capital Expenditures. The capital expenditures reported by Hilcorp for 2019 included amounts attributable to the capital budgets for prior years because capital expenditures are deducted in calculating Royalty Income in the month they accrue, and projects within a given year’s budget often extend into subsequent years. With respect to any wells operated by third parties other than Hilcorp, Hilcorp’s share, if any, of capital expenditures for the year ended December 31, 2019 may not be paid until 2020 or later. For a summary of Hilcorp’s planned 2020 capital expenditures, see Liquidity and Capital Resources—2020 Capital Expenditure Budget.
Capital expenditures increased $5.5 million or 228% from $2.4 million for the year ended December 31, 2018 compared to $7.9 million for the year ended December 31, 2019. Hilcorp’s total 2019 capital expenditures budget as revised on October 10, 2019, for the Trust’s Subject Interests was $8.0 million. The increased capital expenditures were due to recompletion of multiple wells and the drilling of a new well in the Fruitland Coal Formation.
Severance Taxes. Aggregate severance taxes decreased $3.1 million or 38% to $5.1 million for the year ended December 31, 2019 compared to $8.2 million for the year ended December 31, 2018. The decrease was primarily attributable to the application of certain tax exemptions and lower revenue in 2019.
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Lease Operating Expenses and Property Taxes. Lease operating expenses and property taxes increased $0.7 million or 3% to $28.5 million for the year ended December 31, 2019 compared to $27.8 million for the year ended December 31, 2018. Monthly operating expenses of the Subject Interests, including property taxes, in 2019 averaged approximately $2.4 million, compared to $2.3 million in 2018. Operating expenses were slightly higher in 2019 primarily because of Hilcorp’s increased activity in the San Juan Basin.
Distributable Income
| For the years ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Royalty Income |
$ | 9,899,548 | $ | 19,429,923 | ||||
| Interest Income |
25,896 | 37,343 | ||||||
|
|
|
|
|
|||||
| Total Income |
9,925,444 | 19,467,266 | ||||||
| Expenditures – General and Administrative |
1,834,484 | 1,491,298 | ||||||
|
|
|
|
|
|||||
| Distributable Income |
$ | 8,090,960 | $ | 17,975,968 | ||||
|
|
|
|
|
|||||
| Distributable Income per Unit (46,608,796 Units) |
$ | 0.173594 | $ | 0.385678 | ||||
|
|
|
|
|
|||||
Distributable Income decreased $9.9 million or 55% to $8.1 million ($0.173594 per Unit) for the year ended December 31, 2019 from $18.0 million ($0.385678 per Unit) for the year ended December 31, 2018. The decrease in Distributable Income from 2018 to 2019 was primarily attributable to lower natural gas production, increased capital spending, and lower natural gas prices in 2019, resulting in lower Royalty Income.
Additionally, the Trust did not receive Royalty Income from Hilcorp from June 2019 through October 2019 due to excess production costs associated with Hilcorp’s planned capital expenditures. As a result, there was no Distributable Income from June 2019 through November 2019. The Royalty Income received in November 2019 was applied to administrative expenses and to replenish cash reserves. The Royalty Income received in December 2019 was applied to administrative expenses and to replenish cash reserves with remaining funds distributed to Unit Holders.
Interest Income. Interest Income in 2019 was lower as compared to 2018 primarily due to additional interest Hilcorp paid to the Trust in 2018 as a result of capital expenditures charged to the Trust in error.
General & Administrative Expenses. General and administrative expenses increased $0.3 million or 23% to $1.8 million for the year ended December 31, 2019 compared to $1.5 million for the year ended December 31, 2018. The increase was primarily attributable to higher compliance auditor costs related to the transition of the Subject Interests from Burlington to Hilcorp.
Cash Reserves. Total cash reserves were $1.0 million as of December 31, 2018 and 2019.
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 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.
15
Table of Contents
In the event the Trust does not receive sufficient net cash payments from Hilcorp, 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 for the following twelve-month period.
2020 Capital Expenditure Budget
Hilcorp has informed the Trust that its 2020 budget for capital expenditures for the Subject Interest is estimated to be approximately $0.3 million for facility projects primarily related to natural gas compression. Existing wells will continue to be operated, but due to the current low prices for natural gas, Hilcorp has not planned to conduct any new drill projects or recompletions within the Subject Interests in 2020. Hilcorp has advised the Trust that the 2020 Plan is subject to revision depending upon changes in the price of natural gas.
Contractual Obligations
As of December 31, 2019, the Trust had no obligations or commitments to make future contractual payments other than the trustee fee payable to the Trustee. Under the Indenture, the Trustee is entitled to an administrative fee for its administrative services and the preparation of quarterly and annual statements, computed as (i) 1/20 of 1% of the first $100 million of the annual gross revenue of the Trust, and 1/30 of 1% of the annual gross revenue of the Trust in excess of $100 million and (ii) the Trustee’s standard hourly rates for time in excess of 300 hours annually. The minimum administrative fee due under items (i) and (ii) is $36,000 per year. Administrative fees paid to the Trustee were $209,000 and $268,000 for the years ended December 31, 2019 and 2018, respectively.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
For a description of critical accounting policies and estimates, see Item 8. Financial Statements and Supplementary Data, Note 3.
Results of the 4th Quarters of 2019 and 2018
For the three months ended December 31, 2019, Distributable Income was $79,000 ($0.001704 per Unit), which was less than the $6.4 million ($0.137028 per Unit) of Distributable Income during the same period in 2018. The decrease in Distributable Income resulted primarily from excess production costs and the replenishment of the cash reserves in the fourth quarter of 2019. More specifically, there was no Distributable Income in October 2019 due to excess production costs and there was no Distributable Income in November 2019 because the Royalty Income received was applied to administrative expenses and to replenish cash reserves. The Royalty Income received in December 2019 was applied to administrative expenses and to replenish cash reserves with remaining funds of $79,000 ($0.001704 per Unit) distributed to Unit Holders.
In October 2019 the Trust utilized cash reserves of $64,000 to pay Trust administrative expenses. The Trustee replenished the cash reserves by $95,000 and $388,000 in November 2019 and December 2019, respectively, to bring the cash reserve balance to the previously established amount of $1.0 million.
16
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Royalty Income of the Trust for the fourth quarter is based on actual gas and oil production during August through October of each year. Gas and oil sales for the quarters ended December 31, 2019 and 2018 were as follows:
| Three months ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Subject Interests |
||||||||
| Gas — Mcf |
6,313,316 | 7,543,326 | ||||||
| Mcf per Day |
68,623 | 81,993 | ||||||
| Average Price (per Mcf) |
$ | 1.58 | $ | 2.18 | ||||
| Oil — Bbls |
12,747 | 10,287 | ||||||
| Bbls per Day |
139 | 112 | ||||||
| Average Price (per Bbl) |
$ | 44.07 | $ | 57.65 | ||||
| Attributable to the Royalty |
||||||||
| Gas — Mcf |
1,396,146 | 3,233,548 | ||||||
| Oil — Bbls |
7,433 | 6,307 | ||||||
The average price of gas decreased in the fourth quarter of 2019 compared to the same period of 2018. The average price per barrel of oil during the fourth quarter of 2019 was $13.58 lower than the price during the fourth quarter of 2018.
Capital costs for the fourth quarter of 2019 totaled approximately $0.2 million as compared to approximately $(0.9 million) in the fourth quarter of 2018. The reduced capital costs in the fourth quarter of 2018 was due to a reversal of approximately $2.4 million in capital costs overcharged to the Trust by Hilcorp in the September 2018 distribution month.
Lease operating expenses and property taxes for the fourth quarter of 2019 averaged $2.2 million per month compared to $2.3 million per month in the fourth quarter of 2018. Lease operating expenses and property taxes were lower in the fourth quarter of 2019 than for the fourth quarter of 2018 that was primarily due to lower production and the application of certain tax exemptions.
Based on 46,608,796 Units outstanding, the per-Unit distributions during the fourth quarters of 2019 and 2018 were as follows:
| Three months ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| October |
0.000000 | 0.075488 | ||||||
| November |
0.000000 | 0.037385 | ||||||
| December |
0.001704 | 0.024155 | ||||||
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not Applicable.
Commodity Price Risk
The Trust’s most significant market risk relates to the prices received for natural gas and oil production. The revenues derived from the Subject Interests depend substantially on prevailing natural gas prices and, to a lesser extent, oil prices. As a result, commodity prices also affect the amount of Distributable Income to the Unit Holders. Lower prices may also reduce the amount of natural gas and oil that Hilcorp or the third-party operators can economically produce.
17
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Report of Independent Registered Public Accounting Firm
BBVA USA, Trustee
San Juan Basin Royalty Trust
Opinion on the Financial Statements
We have audited the accompanying statements of assets, liabilities and trust corpus of San Juan Basin Royalty Trust as of December 31, 2019 and 2018, and the related statements of distributable income and changes in trust corpus for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the assets, liabilities and trust corpus of San Juan Basin Royalty Trust as of December 31, 2019 and 2018, and its distributable income and changes in trust corpus for the years then ended, on the basis of accounting described in Note 3 to the financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), San Juan Basin Royalty Trust’s internal control over financial reporting as of December 31, 2019, based on the criteria established in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 16, 2020 expressed an unqualified opinion.
As described in Note 3 to the financial statements, these financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to San Juan Basin Royalty Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
WEAVER AND TIDWELL, L.L.P.
We have served as San Juan Basin Royalty Trust’s auditor since 2001
Fort Worth, Texas
March 16, 2020
18
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Statements of Assets, Liabilities, and Trust Corpus
December 31, 2019 and 2018
| 2019 | 2018 | |||||||
| ASSETS |
||||||||
| Cash and Short-Term Investments |
$ | 1,079,421 | $ | 2,125,838 | ||||
| Net Overriding Royalty Interests in Producing Oil and Gas Properties – Net |
5,452,207 | 5,844,727 | ||||||
|
|
|
|
|
|||||
| TOTAL |
$ | 6,531,628 | $ | 7,970,565 | ||||
|
|
|
|
|
|||||
| 2019 | 2018 | |||||||
| LIABILITIES & TRUST CORPUS |
||||||||
| Distribution Payable to Unit holders |
$ | 79,421 | $ | 1,125,838 | ||||
| Cash Reserves |
1,000,000 | 1,000,000 | ||||||
| Trust Corpus – 46,608,796 Units of Beneficial Interest Authorized and Outstanding |
5,452,207 | 5,844,727 | ||||||
|
|
|
|
|
|||||
| TOTAL |
$ | 6,531,628 | $ | 7,970,565 | ||||
|
|
|
|
|
|||||
Statements of Distributable Income
Years Ended December 31, 2019 and 2018
| 2019 | 2018 | |||||||
| Royalty Income |
$ | 9,899,548 | $ | 19,429,923 | ||||
| Interest Income |
25,896 | 37,343 | ||||||
|
|
|
|
|
|||||
| Total Revenue |
9,925,444 | 19,467,266 | ||||||
| Expenditures – General and Administrative |
1,834,484 | 1,491,298 | ||||||
|
|
|
|
|
|||||
| Distributable Income |
$ | 8,090,960 | $ | 17,975,968 | ||||
|
|
|
|
|
|||||
| Distributable Income per Unit (46,608,796 Units) |
$ | 0.173594 | $ | 0.385678 | ||||
|
|
|
|
|
|||||
Statements of Changes in Trust Corpus
Years Ended December 31, 2019 and 2018
| 2019 | 2018 | |||||||
| Trust Corpus, Beginning of Period |
$ | 5,844,727 | $ | 6,577,380 | ||||
| Amortization of Net Overriding Royalty Interest |
(392,520 | ) | (732,653 | ) | ||||
| Distributable Income |
$ | 8,090,960 | 17,975,968 | |||||
| Distributions Declared |
(8,090,960 | ) | (17,975,968 | ) | ||||
|
|
|
|
|
|||||
| Trust Corpus, End of Period |
$ | 5,452,207 | $ | 5,844,727 | ||||
|
|
|
|
|
|||||
These Financial Statements should be read in conjunction with the accompanying Notes to Financial Statements included herein.
19
Table of Contents
Notes to Financial Statements
1. Trust Organization and Provisions
The San Juan Basin Royalty Trust (the “Trust”) was established on November 1, 1980. Southland Royalty Company (“Southland”) conveyed to the Trust a 75% net overriding royalty interest (the “Royalty”) which burdens certain of Southland’s oil and natural gas interests (the “Subject Interests”) in properties located in the San Juan Basin in northwestern New Mexico. Subsequent to the Conveyance of the Royalty, through a series of sales, assignments and mergers, Southland’s successor became Hilcorp San Juan L.P. (“Hilcorp”), which acquired the Subject Interests from Burlington Resources Oil & Gas Company LP (“Burlington”) on July 31, 2017. Burlington is an indirect wholly-owned subsidiary of ConocoPhillips. Through an acquisition completed on March 24, 2006, Compass Bank succeeded TexasBank as “Trustee” (herein so called) of the Trust. On September 7, 2007, Compass Bancshares, Inc. was acquired by Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) and is now a wholly-owned subsidiary of BBVA. Effective June 10, 2019, Compass Bank changed its name to BBVA USA.
On November 3, 1980, 46,608,796 units of beneficial interest (“Units”) in the Trust were distributed to the Trustee for the benefit of Southland shareholders of record as of November 3, 1980, who received one Unit in the Trust for each share of Southland common stock held. The Trust’s initial public offering was completed in 1980. The Units are traded on the New York Stock Exchange. Holders of Units are referred to herein as “Unit Holders.”
The terms of the Trust Indenture provide, among other things, that:
| • | The Trust shall not engage in any business or commercial activity of any kind or acquire any assets other than those initially conveyed to the Trust; |
| • | The Trustee may sell up to one percent (1%) of the value (based on prior year engineering reports) of the Royalty in any 12- month period, but otherwise may not sell all or any part of the Royalty unless approved by holders of 75% of all Units outstanding. In either case, the sale must be for cash and the proceeds promptly distributed; |
| • | The Trustee may establish a cash reserve for the payment of any liability which is contingent or uncertain in amount; |
| • | The Trustee is authorized to borrow funds to pay liabilities of the Trust; |
| • | The Trustee will make monthly cash distributions to Unit Holders (see Note 2); and |
| • | The Trust will generally terminate upon the first to occur of the following events: (a) at such time as the Trust’s gross revenue for each of two successive years is less than $1.0 million per year or (b) the Unit Holders of at least 75% of all of the Units outstanding vote in favor of termination. |
2. Net Overriding Royalty Interest and Distribution to Unit Holders
The amounts to be distributed to Unit Holders (“Monthly Distribution Amounts”) are determined on a monthly basis by the Trustee. The Monthly Distribution Amount is an amount equal to the sum of cash received by the Trustee during a calendar month attributable to the Royalty, any reduction in cash reserves and any other cash receipts of the Trust, including interest, reduced by the sum of liabilities paid and any increase in cash reserves. If the Monthly Distribution Amount for any monthly period is a negative number, then the distribution will be zero for such month and such negative amount will be carried forward and deducted from future monthly distributions until the cumulative distribution calculation becomes a positive number, at which time a distribution will be made. Unit Holders of record will be entitled to receive the calculated Monthly Distribution Amount for each month on or before 10 business days after the monthly record date, which is generally the last business day of each calendar month.
The cash received by the Trustee consists of the proceeds received by the owner of the Subject Interests from the sale of production less the sum of applicable taxes, accrued production costs, development and drilling costs, operating charges and other costs and deductions, multiplied by 75%.
20
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Notes to Financial Statements — (Continued)
The initial carrying value of the Royalty of $133,275,528 represented Southland’s historical net book value at the date of the transfer of the Trust. Accumulated amortization as of December 31, 2019 and 2018 were $127,823,321 and $127,430,801, respectively.
3. Basis of Accounting
The financial statements of the Trust are prepared on the following basis and are not intended to present financial position and results of operations in conformity with U.S. generally accepted accounting principles:
| • | The net proceeds attributable to the Royalty (the “Royalty Income”) recorded for a month is the amount computed and paid by the owner of the Subject Interests, Hilcorp San Juan L.P. (“Hilcorp”), the present owner of the Subject Interests, to the Trustee for the Trust. Royalty Income consists of the proceeds received by Hilcorp from the sale of production less accrued production costs, development and drilling costs, applicable taxes, operating charges, and other costs and deductions, multiplied by 75%. The calculation of net proceeds by Hilcorp for any month includes adjustments to proceeds and costs for prior months and impacts the Royalty Income paid to the Trust and the distribution to Unit Holders for that month. |
| • | Although permitted under the Conveyance, Hilcorp has informed the Trust that, for wells operated by Hilcorp, it generally did not intend to accrue lease operating expenses to the Trust. |
| • | Hilcorp has informed the Trust that oil revenue is typically reported to the Trust based on actual volumes and pricing and that due to timing, Hilcorp reports accrued natural gas revenues to the Trust based on actual production volumes from the meters. Generally, Hilcorp reconciles the natural gas revenue accruals with the plant processing statements the month following the previously reported financial information. |
| • | 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 which transferred the Royalty to the Trust provides that any excess of 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 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 U.S. generally accepted accounting principles, 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, which include the provisions of the new revenue recognition standard in ASU 2014-09. In addition, the disclosures required by ASU 2014-09 did not impact the disclosures over revenue by the Trust. This comprehensive basis of accounting corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts. The Trust has evaluated the impact of ASC 842, Leases, and determined that this standard has no impact on the Trust’s financial statements.
The Trustee routinely reviews its royalty interests in oil and gas properties for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If an impairment event
21
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Notes to Financial Statements — (Continued)
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 recorded as a reduction of trust corpus. There was no impairment of the assets as of December 31, 2019 or 2018.
4. Federal Income Taxes
For federal income tax purposes, the Trust constitutes a fixed investment trust which 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. As a result of the Tax Reform Act of 1986, 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.
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 material positions taken would more likely than not be sustained by examination. As of December 31, 2019, the Trust’s tax years 2016 and thereafter remain subject to examination.
5. Certain Contracts
As part of the transition from Burlington to Hilcorp, Hilcorp has assumed, or been assigned, all the natural gas purchase, gathering and processing contracts affecting the Subject Interests. Natural gas produced from the Subject Interests is processed at the following sites: Chaco, Val Verde, Milagro, Ignacio or Kutz plants, all located in the San Juan Basin. Hilcorp sells natural gas produced from the Subject Interests under various contracts.
Hilcorp’s sales contracts with Chevron Natural Gas (“Chevron) and EDF Trading North America LLC (“EDF”) automatically renewed for an additional one-year term and now expire on March 31, 2021. Each of Hilcorp’s sales contracts with EDF and Chevron provides for (i) the delivery of such natural gas at various
22
Table of Contents
Notes to Financial Statements — (Continued)
delivery points through their respective termination dates and (ii) the sale of such natural gas at prices that fluctuate in accordance with published indices for natural gas sold in the San Juan Basin of northwestern New Mexico. Hilcorp’s natural gas sales contract with New Mexico Gas Company, Inc. automatically renewed for another year and now expires on March 31, 2021. The contract provides for the sale of certain winter-only natural gas supplies processed at the Kutz plant at prices that fluctuate in accordance with published indices for natural gas sold in the San Juan Basin of northwestern New Mexico.
Hilcorp contracts with Enterprise Field Services, LLC (“EFS”) for the gathering and processing of certain natural gas produced from the Subject Interests. Hilcorp’s predecessor signed an agreement with EFS which was effective November 1, 2011 for a term of 15 years, and the contract was assumed by or assigned to Hilcorp. Hilcorp’s predecessor has disclosed to the Trust a summary of that agreement which the Trust has reviewed with its consultants, subject to conditions of confidentiality.
Hilcorp’s predecessor entered into four contracts with Williams Four Corners, LLC (“WFC”), each of which is effective for a term of 15 years commencing April 1, 2010, and which were assigned to Hilcorp. The EFS and WFC contracts cover the gathering and processing of virtually all of the natural gas produced from the Subject Interests. On October 1, 2018, Harvest Midstream I, L.P., an affiliated midstream company of Hilcorp, completed the acquisition of WFC’s gas pipeline and processing facilities in the San Juan Basin.
The Trust is not a party to any of the purchase, gathering or processing contracts. As part of the 1996 settlement of litigation filed by the Trustee in 1992 against Burlington and Southland, the Trustee and Burlington established a formal protocol pursuant to which compliance auditors retained by the Trustee have access to Burlington and its successors’ books and records, which protocol has been adopted by Hilcorp.
6. Significant Customers
Information as to significant purchasers of oil and natural gas production attributable to the Trust’s economic interests is included in Note 5 above.
7. Development Costs
Hilcorp’s capital budget plans for the Subject Interests are delivered to the Trustee at the beginning of each calendar year. The estimates are subject to change, based on, among other things, Hilcorp’s actual capital requirements, the pace of regulatory approvals, the mix of projects and swings in the price of natural gas.
Both the estimated annual capital expenditures and the actual expenses reported by Hilcorp include amounts attributable to capital budgets for prior years because capital expenditures are deducted in calculating Royalty Income in the month they accrue and projects within a given year’s budget often extend into subsequent years. Further, Hilcorp’s accounting period for capital expenditures runs from January through December 31 of each calendar year, which corresponds and is reported in Trust Distribution months March of the same calendar year through February of the following calendar year. In addition, with respect to wells not operated by Hilcorp, Hilcorp’s share of capital expenditures may not be paid until the following year(s) after those expenses were incurred by the operator.
Hilcorp’s 2019 capital expenditures plan, as originally announced by the Trust on March 1, 2019, then revised and updated by Hilcorp in May 2019 and October 2019 (as revised, the “2019 CapEx Plan”) estimated capital expenditures of $8.0 million for properties subject to the Trust’s royalty interests. Hilcorp has informed the Trust that an environmental lawsuit filed against the Bureau of Land Management (“BLM”) has stalled all of the BLM’s permitting processes, including those permits for capital expenditure drilling in the Subject Interests. As a result, Hilcorp is uncertain when it will receive the required permits to allow it to conduct additional capital expenditure drilling in the Subject Interests. Actual capital expenditures of approximately $7.9 million were included in calculating royalty income paid to the Trust in calendar year 2019.
23
Table of Contents
Notes to Financial Statements — (Continued)
Hilcorp estimated its 2018 capital expenditure budget at $2.3 million. Actual capital expenditures of approximately $2.4 million were included in calculating royalty income paid to the Trust in calendar year 2018.
8. Settlements and Litigation
None.
9. Supplemental Oil and Gas Reserve Information (Unaudited)
Proved Oil and Natural Gas Reserves
Proved oil and gas reserves have been estimated by independent petroleum engineers. Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods, and government regulation before the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods in which the cost of the required equipment is relatively minor compared with the cost of a new well. Due to the inherent uncertainties and the limited nature of reservoir data, such estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of these reserves may be substantially different from the original estimate. Revisions result primarily from new information obtained from development drilling and production history and from changes in economic factors.
The following table presents a reconciliation of proved reserve quantities attributable to the Royalty from December 31, 2016 to December 31, 2019:
| Crude Oil and Condensate (MBbls) |
Natural Gas (MMcf) |
|||||||
| Reserves as of December 31, 2016 |
188 | 78,739 | ||||||
| Revisions of previous estimates |
94 | 31,090 | ||||||
| Extensions, discoveries and other additions |
- | 58 | ||||||
| Production |
(25 | ) | (12,123 | ) | ||||
|
|
|
|
|
|||||
| Reserves as of December 31, 2017 |
257 | 97,764 | ||||||
| Revisions of previous estimates |
(24 | ) | (12,150 | ) | ||||
| Extensions, discoveries and other additions |
2 | 637 | ||||||
| Production |
(32 | ) | (10,407 | ) | ||||
|
|
|
|
|
|||||
| Reserves as of December 31, 2018 |
203 | 75,844 | ||||||
| Revisions of previous estimates |
7 | (25,270 | ) | |||||
| Extensions, discoveries and other additions |
2 | 953 | ||||||
| Production |
(40 | ) | (2,193 | ) | ||||
|
|
|
|
|
|||||
| Reserves as of December 31, 2019 |
172 | 49,334 | ||||||
|
|
|
|
|
|||||
Standardized Measure of Discounted Future Net Cash Flows
The following is a summary of a standardized measure of discounted future net cash flows related to the Trust’s total proved natural gas and oil reserve quantities. Information presented is based upon valuation of proved reserves by using discounted cash flows based upon average oil and gas prices during the 12-month period prior to the fiscal year-end, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding
24
Table of Contents
Notes to Financial Statements — (Continued)
escalations based upon future conditions and severance and ad valorem taxes, if any, and economic conditions, discounted at the required rate of 10%. As the Trust is not subject to taxation at the trust level, no provision for income taxes has been made in the following disclosure. Trust prices may differ from posted NYMEX prices due to differences in product quality and property location. The impact of changes in current prices on reserves could vary significantly from year to year. Accordingly, the information presented below should not be viewed as an estimate of the fair market value of the Trust’s oil and natural gas reserves or the costs that would be incurred to acquire equivalent reserves. A market value determination would require the analysis of additional parameters.
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| (in thousands) | ||||||||
| Future cash inflows |
$ | 102,620 | $ | 211,064 | ||||
| Future costs |
(11,216 | ) | (23,430 | ) | ||||
|
|
|
|
|
|||||
| Future net cash flows |
$ | 91,404 | $ | 187,634 | ||||
| Discount of future net cash flows at 10% |
(36,123 | ) | (79,724 | ) | ||||
|
|
|
|
|
|||||
| Standardized measure of discounted future net cash flows |
$ | 55,281 | $ | 107,910 | ||||
|
|
|
|
|
|||||
Estimates of proved oil and natural gas reserves are by their nature imprecise. Estimates of future net revenue attributable to proved reserves are sensitive to the unpredictable prices of oil and natural gas and other variables. Accordingly, under the allocation method used to derive the Trust’s quantity of proved reserves, changes in prices will result in changes in quantities of proved oil and natural gas reserves and estimated future net revenues.
The 2019 and 2018 changes in the standardized measure of discounted future net cash flows related to future Royalty Income from proved reserves are as follows:
| 2019 | 2018 | |||||||
| (in thousands) | ||||||||
| Balance, January 1 |
$ | 107,910 | $ | 136,990 | ||||
| Revisions of prior-year estimates, change in prices and other |
(54,516 | ) | (24,290 | ) | ||||
| Extensions, discoveries and other additions |
996 | 941 | ||||||
| Accretion of discount |
10,791 | 13,699 | ||||||
| Royalty Income |
(9,900 | ) | (19,430 | ) | ||||
|
|
|
|
|
|||||
| Balance, December 31 |
$ | 55,281 | $ | 107,910 | ||||
|
|
|
|
|
|||||
Reserve quantities and revenues shown in the tables above for the Royalty were estimated from projections of reserves and revenues attributable to the combined Hilcorp and Trust interests. Reserve quantities attributable to the Royalty were derived from estimates by allocating to the Royalty a portion of the total net reserve quantities of the interests, based upon gross revenue less production taxes. Because the reserve quantities attributable to the Royalty are estimated using an allocation of the reserves, any changes in prices or costs will result in changes in the estimated reserve quantities allocated to the Royalty. Therefore, the reserve quantities estimated will vary if different future price and cost assumptions occur. The future net cash flows were determined without regard to future federal income tax credits, if any, available to production from Coal Seam Wells.
For 2019, $1.88 per Mcf of natural gas and $44.34 per Bbl of oil were used in determining future net revenue. These prices were based on a 12-month unweighted average of the first-day-of-the-month pricing of $2.58 per MMBtu of Henry Hub natural gas and $55.69 per Bbl of West Texas Intermediate oil. The decrease in reserve quantities for 2019 is due primarily to lower natural gas prices.
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Notes to Financial Statements — (Continued)
For 2018, $2.55 per Mcf of natural gas and $54.06 per Bbl of oil were used in determining future net revenue. These prices were based on a 12-month unweighted average of the first-day-of-the-month pricing of $3.10 per MMBtu of Henry Hub natural gas and $65.56 per Bbl of West Texas Intermediate oil. The decrease in reserve quantities for 2018 is due primarily to lower natural gas prices and higher lease operating expenses.
10. Quarterly Schedule of Distributable Income (Unaudited)
The following is a summary of the unaudited quarterly schedule of distributable income for the two years ended December 31, 2019 and 2018 (in thousands, except per unit amounts):
| 2019 | Royalty Income |
Distributable Income |
Distributable Income Per Unit |
|||||||||
| First Quarter |
$ | 6,550 | $ | 6,015 | $ | 0.129050 | ||||||
| Second Quarter |
2,408 | 1,997 | 0.042840 | |||||||||
| Third Quarter |
- | - | 0.000000 | |||||||||
| Fourth Quarter |
942 | 79 | 0.001704 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 9,900 | $ | 8,091 | $ | 0.173594 | ||||||
|
|
|
|
|
|
|
|||||||
| 2018 | Royalty Income |
Distributable Income |
Distributable Income Per Unit |
|||||||||
| First Quarter |
$ | 6,647 | $ | 6,227 | $ | 0.133610 | ||||||
| Second Quarter |
2,991 | 2,532 | 0.054322 | |||||||||
| Third Quarter |
3,001 | 2,830 | 0.060718 | |||||||||
| Fourth Quarter |
6,791 | 6,387 | 0.137028 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 19,430 | $ | 17,976 | $ | 0.385678 | ||||||
|
|
|
|
|
|
|
|||||||
11. 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.
Gross Proceeds and Severance Tax Estimates. Hilcorp’s process of reconciling actual revenue and severance taxes to previously reported estimates (which the Trust refers to as “true-ups”) from prior periods during fiscal 2017, 2018, and 2019 are still occurring and being reported in 2020. Hilcorp informed the Trust that it has refined various processes and that Hilcorp will 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 will reverse and rebook revenue for certain prior periods. Thus, distributions to the Trust from Hilcorp in any given month may be subject to adjustments based upon prior months’ true-ups and rebooking, plus interest.
Hilcorp notified the Trust that as of the date of this Annual Report, it will still need to adjust the previously reported production and financial information for the production months of November 2017 through July 2019 (corresponds to Trust distribution months January 2018 through September 2019) 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.
In 2019, Hilcorp made true-up and rebooking adjustments resulting in an additional $325,000 gross ($244,000 net) Royalty Income to the Trust based on the production months of August 2017, September 2017, October 2017, and January 2019.
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Notes to Financial Statements — (Continued)
12. Subsequent Events
The Trust has announced two separate cash distributions since January 1, 2020. The first called for a distribution $1,396,530.57 ($0.029963 per Unit) to be paid on February 14, 2010, based primarily on November 2019 production. The second called for a distribution of $1,723,194.34 ($0.036971 per Unit) to be paid on March 13, 2020, based primarily on December 2019 production.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | 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 periods 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 net proceeds 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 net proceeds owed to the Trust. Pursuant to the settlement of litigation in 1996 between the Trust and Burlington, Burlington agreed to newer, more formal financial reporting and audit procedures as compared to those required to be provided by the Conveyance. As it did with Burlington, 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 Annual Report on Form 10-K and the other periodic reports provided by the Trust to the SEC.
The sale of San Juan Basin assets, including the Subject Interests, from Burlington to Hilcorp closed on July 31, 2017. During this transition, Hilcorp advised the Trust that for certain months it reported estimates of cash revenues and expenses, based on the best information available to Hilcorp at that time. Hilcorp informed the Trust that it believes its estimates have been prepared in accordance with the Conveyance. In addition, Hilcorp informed the Trust that it has refined various processes and that Hilcorp will 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 will reverse and rebook revenue for certain prior periods. As a result, AMS-PAR, the Trust’s compliance auditors, have had to audit vast amounts of new data in a largely unfamiliar format. This new data format has necessitated AMS-PAR to develop its own internal systems, processes, and tools to organize and interpret the vast amount of raw data so that it can make a meaningful analysis. Hilcorp is aware that the Trustee and AMS-PAR have had to implement additional processes. As a result, Hilcorp has informed the Trustee that Hilcorp has hired third-party consultants to help it through this transition. The Trustee and its third-party compliance auditors have been coordinating with Hilcorp to ensure that Hilcorp can provide the required level of detail on a timely and accurate basis.
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 revenue and severance taxes to previously reported estimates and reversing and rebooking periods during fiscal 2017, 2018, and 2019 are still occurring and being reported in 2020. Thus, distributions to the Trust from Hilcorp in any given month may be
27
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Notes to Financial Statements — (Continued)
subject to adjustment based upon prior months’ true-ups and rebooking, plus interest. Hilcorp notified the Trust that as of the date of this Annual Report, it will still need to adjust the previously reported production and financial information for the production months of November 2017 through July 2019 (corresponds to Trust distribution months January 2018 through September 2019) 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 December 31, 2019, 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 quarter ended December 31, 2019, 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.
Trustee’s Report on Internal Control over Financial Reporting
BBVA USA, in its capacity as trustee of the Trust, is responsible for establishing and maintaining adequate internal control over financial reporting. The Trust’s internal control over financial reporting is a process designed under the supervision of the Trustee to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Trust’s financial statements for external purposes in accordance with a modified cash basis of accounting, which is a comprehensive basis of accounting other than U.S. generally accepted accounting principles.
As of December 31, 2019, the Trustee assessed the effectiveness of the Trust’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on the assessment, the Trustee determined that the Trust maintained effective internal control over financial reporting as of December 31, 2019, based on those criteria.
Weaver and Tidwell, L.L.P., the independent registered public accounting firm that audited the financial statements of the Trust included in this Annual Report on Form 10-K, has issued an attestation report on the Trust’s internal control over financial reporting as of December 31, 2019. The report, which expresses an unqualified opinion on the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2019, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.”
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Report of Independent Registered Public
Accounting Firm on Internal Control over Financial Reporting
BVBA USA, Trustee
San Juan Basin Royalty Trust
Opinion on Internal Control Over Financial Reporting
We have audited San Juan Basin Royalty Trust’s (the “Trust”) internal control over financial reporting as of December 31, 2019, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, San Juan Basin Royalty Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the statements of assets, liabilities, and trust corpus of San Juan Basin Royalty Trust as of December 31, 2019 and 2018 and the related statements of distributable income and changes in trust corpus for the years then ended and our report dated March 16, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Trustee is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Trustee’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the entity’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to San Juan Basin Royalty Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the modified cash basis of accounting described in Note 3 to the financial statements. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the modified cash basis accounting described in Note 3 to the financial statements, and that receipts and expenditures of the entity are being made only in accordance with authorizations of the Trustee; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
March 16, 2020
29
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| ITEM 9B. | OTHER INFORMATION |
None.
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
The Trust is managed by a corporate trustee and has no directors, executive officers or employees. Accordingly, the Trust does not have an audit committee, audit committee financial expert, nominating committee or a code of ethics applicable to executive officers. The Trustee has adopted a policy regarding standards of conduct and conflicts of interest applicable to all directors, officers and employees of the Trustee. The Trustee is a corporate trustee which may be removed, with or without cause, at a meeting of the Unit Holders, by the affirmative vote of the holders of a majority of all the Units then outstanding.
Delinquent Section 16(a) Reports
The Trust has no directors or officers. Accordingly, only holders of more than 10% of the Trust’s Units are required to file with the SEC initial reports of ownership of Units and reports of changes in such ownership. Based solely on a review of these reports, the Trust believes that the applicable reporting requirements of Section 16(a) of the Exchange Act were complied with for all transactions that occurred in 2019.
| ITEM 11. | EXECUTIVE COMPENSATION |
The Trust has no directors, executive officers or employees to whom it pays compensation. The Trust is administered by employees of the Trustee in the ordinary course of their employment who receive no compensation specifically related to their services to the Trust. Accordingly, the Trust does not have a compensation committee or maintain any equity compensation plans, and there are no Units reserved for issuance under any such plans.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS |
The Trust has no directors, executive officers or employees. Accordingly, the Trust does not maintain any equity compensation plans and there are no Units reserved for issuance under any such plans.
30
Table of Contents
Security Ownership of Certain Beneficial Owners
The following table sets forth as of March 9, 2020, information with respect to the Unit Holders who were known to the Trustee to be the beneficial owners of more than five percent (5.0%) of the outstanding Units.
| Name and Address of Beneficial Owner |
Number of Units Beneficially Owned |
Percent | ||||||
| First Eagle Investment Management, LLC 1345 Avenue of the Americas New York, NY 10105(1) |
4,112,718 | 8.82% | ||||||
| Nevada Capital Corporation Ltd. 20 Eglinton Avenue West, Suite 1900 Toronto ON, Canada M4R 1K8(2) |
2,415,000 | 5.18% | ||||||
| (1) | This information was provided in a Schedule 13G/A filed with the SEC on February 11, 2020 by First Eagle Investment Management, LLC, and which stated First Eagle Investment Management, LLC beneficially holds such Units on behalf of its investment advisory clients and is deemed to have sole voting power with respect to 3,996,199 Units and sole power to dispose or to direct the disposition of 4,112,718 Units. The First Eagle Global Fund, a registered investment Company for which First Eagle Investment Management, LLC acts as investment adviser, may be deemed to beneficially own 3,908,035 of these 4,112,718 Units, or 8.39% of the outstanding Units. |
| (2) | This information was provided in a Schedule 13G filed with the SEC on December 20, 2018 by Nevada Capital Corporation, Ltd., and which stated that Nevada Capital Corporation, Ltd. beneficially holds such Units on behalf of its investment advisory clients and is deemed to have sole voting power with respect to, and the sole power to dispose or to direct the disposition of, 2,415,000 Units. |
Security Ownership of Trustee
BBVA USA serves as agent and custodian for certain customer accounts. As of February 3, 2020, BBVA USA could be deemed to beneficially own 40,000 Units related to these accounts, or less than one percent of the outstanding Units. BBVA USA has no voting or disposal power over the 40,000 Units. BBVA USA does not have a pecuniary interest in any of these Units.
Changes in Control
The Trustee knows of no arrangement, including any pledge by any person of Units of the Trust, the operation of which may at a subsequent date result in a change of control of the Trust.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The Trust has no directors or executive officers; therefore, no determination been made relative to director independence. See Item 11 for the remuneration received by the Trustee during the year ended December 31, 2019 and Item 12 for information concerning Units owned by the Trustee.
31
Table of Contents
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The following table presents fees for professional audit services rendered by Weaver and Tidwell, L.L.P., the Trust’s principal accountants, for the audit of the Trust’s annual financial statements for the fiscal years ended December 31, 2019 and 2018 and fees billed for other services rendered to the Trust by Weaver and Tidwell, L.L.P. during those periods.
| 2019 | 2018 | |||||||
| Audit Fees |
$ | 91,225 | $ | 93,195 | ||||
| Audit-Related Fees |
-0- | -0- | ||||||
| Tax Fees |
4,775 | 2,805 | ||||||
| All Other Fees |
-0- | -0- | ||||||
|
|
|
|
|
|||||
| Total |
$ | 96,000 | $ | 96,000 | ||||
|
|
|
|
|
|||||
Audit Fees consist of fees billed for professional services rendered for the audit of the Trust’s annual financial statements and internal control over financial reporting, review of the interim financial statements included in the Trust’s quarterly reports and services that are normally provided by Weaver and Tidwell, L.L.P. in connection with statutory and regulatory filings or engagements.
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial statements. This category includes fees related to audit and attest services not required by statute or regulations and consultations concerning financial accounting and reporting standards.
Tax Fees consist of fees for professional services billed for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance.
All Other Fees consist of fees billed for products and services other than the services reported above.
The Trust has no directors or executive officers. Accordingly, the Trust does not have an audit committee and there are no audit committee pre-approval policies or procedures relating to services provided by the Trust’s independent accountants. Pursuant to the terms of the Indenture, the Trustee engages and approves all services rendered by the Trust’s independent accountants.
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as a part of this Annual Report on Form 10-K:
Financial Statements
Included in Part II of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Statements of Assets, Liabilities and Trust Corpus
Statements of Distributable Income
Statements of Changes in Trust Corpus
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Financial Statement Schedules
Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
32
Table of Contents
Exhibits
| * | A copy of this Exhibit is available to any Unit Holder (free of charge) upon written request to the Trustee, BBVA USA, 2200 Post Oak Blvd., Floor 18, Houston, Texas 77056. |
| ** | Filed herewith. |
| *** | Furnished herewith. |
33
Table of Contents
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
| SAN JUAN BASIN ROYALTY TRUST | ||||
| By: | BBVA USA, AS TRUSTEE OF THE | |||
| SAN JUAN BASIN ROYALTY TRUST | ||||
| /s/ Joshua R. Peterson | ||||
| By: | Joshua R. Peterson | |||
| Head of Trust Real Assets & Mineral Resources and Senior Vice President | ||||
Date: March 16, 2020
(The Trust has no directors or executive officers)
34
Exhibit 4(d)
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2019, San Juan Basin Royalty Trust’s (the “Trust”) sole class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consisted of Units of Beneficial Interest (“Units”). The following description of the Trust’s registered securities is intended as a summary only and therefore is not a complete description of the Units. This description is based upon, and is qualified by reference to, the Trust’s Amended and Restated Royalty Trust Indenture, dated December 12, 2007 (the “Indenture”), the Trust’s Net Overriding Royalty Conveyance, dated November 3, 1980 (the “Conveyance”), and the Trust’s Assignment of Net Overriding Interest, dated September 30, 2002, and applicable provisions of Texas law. You should read these documents, which are incorporated by reference as Exhibits 4(a), 4(b), and 4(c), respectively, to the Annual Report on Form 10-K of which this Exhibit 4(d) is a part, for the provisions that are important to you.
Description of Units of Beneficial Interest
Authorized Units
Pursuant to the Conveyance, Southland Royalty Company conveyed to the Trust a 75% net overriding royalty interest (the “Royalty”) that burdened certain of Southland’s oil and natural gas interests in properties located in the San Juan Basin of northwestern New Mexico. The Royalty constitutes the principal asset of the Trust. The Trust’s beneficial interest in the Royalty is divided into 46,608,796 Units representing undivided fractional interests in the beneficial interest of the Trust equal to the number of shares of the common stock of Southland Royalty Company (“Southland”) that were outstanding as of the close of business on November 3, 1980.
The Units are registered under Section 12(b) of the Exchange Act and are traded on the New York Stock Exchange under the symbol “SJT”.
Unit Holder Meetings
Special Meetings. A meeting of the Unit Holders may be called at any time and from time to time pursuant to the provisions of the Indenture to transact any matter that the Unit Holders are authorized to transact.
Call and Notice of Meetings. The Trust does not hold annual meetings of the Unit Holders. However, BBVA USA, the trustee of the Trust (the “Trustee”), in its discretion, may call any meeting of the Unit Holders and shall call a meeting of the Unit Holders upon the written request of Unit Holders holding at least 15% of the Units. The Trust shall hold all such meetings at such time and place as it designates in the notice of meeting, provided, however, that all such meetings must be held in (i) Fort Worth, Texas, (ii) New York, New York, (iii) the city in which the principal United States office of the Trustee is located, or (iv) any United States city where the Trustee maintains an office.
Written notice signed by the Trustee of every meeting of the Unit Holders setting forth the time and place of the meeting and in general terms the matters proposed to be acted upon at such meeting shall be given in person or by mail not more than 60 nor less than 20 days before such meeting is to be held to all of the Unit Holders of record not more than 60 days before the date of such mailing. No matter other than that stated in the notice shall be acted upon at any meeting.
Voting. Each Unit Holder is entitled to one vote for each Unit owned by such Unit Holder, and any Unit Holder may vote in person or by duly executed written proxy. At any special or annual meeting the presence in person or by proxy of Unit Holders holding a majority of the Units at the time outstanding shall constitute a quorum and, except as otherwise specifically provided in the Indenture, any matter shall be deemed to have been approved by the Unit Holders if it is approved by the vote of a majority in interest of such Unit Holders constituting a quorum, even if less than a majority of all of the Units at the time outstanding. However, except that the affirmative vote by the Unit Holders of at least 75% of all the Units then outstanding shall be required to approve any of the following:
| (i) | approve or authorize any sale of all or any part of the assets of the Trust, |
| (ii) | terminate the Trust pursuant to the provisions of the Indenture, or |
| (iii) | approve any amendment to or affecting the provisions of the Indenture. |
1
Conduct of Meetings. The Trustee may make such reasonable regulations consistent with the provisions of the Indenture as it may deem advisable for any meeting of the Unit Holders, including regulations covering the closing of the transfer books of the Trustee for purposes of determining Unit Holders entitled to notice of or to vote at any meeting, the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, the preparation and use at the meeting of a list authenticated by or on behalf of the Trustee of the Unit Holders entitled to vote at the meeting, and such other matters concerning the calling and conduct of the meeting as it deems advisable.
Termination of Trust
Termination. The Trust shall terminate upon the first to occur of the following events: (a) at such time as its gross revenue for each of two successive years is less than $1,000,000 per year, (b) a vote in favor of termination by the Unit Holders present or represented at a meeting held in accordance with the requirements set forth in the Indenture, or (c) the expiration of twenty-one years after the death of the last survivor of the lawful descendants of any degree of the signers of the Declaration of Independence in being on the date of execution of the Indenture.
Liquidation and Dissolution. For the purpose of liquidating and winding up the affairs of the Trust upon its termination, the Trustee shall continue to act as such until its duties have been fully performed and the Trust’s estate has been finally distributed. Upon the termination of the Trust, the Trustee shall sell for cash in one or more sales all the properties other than cash then constituting the Trust’s estate. The Trustee shall, as promptly as possible, distribute the proceeds of any such sales and any other cash in the Trust’s estate according to the respective interests and rights of the Unit Holders, after paying, satisfying and discharging all of the liabilities of the Trust or, when necessary, setting up reserves in such amounts as the Trustee in its discretion deems appropriate for contingent liabilities. In the event that any property which the Trustee is required to sell is not sold by the Trustee within three years after the termination of the Trust, the Trustee shall cause such property to be sold at public auction to the highest cash bidder. Notice of such sale by auction shall be mailed at least thirty days prior to such sale to each Unit Holder at such Unit Holder’s address as it appears upon the books of the Trustee. The Trustee shall not be required to obtain approval of the Unit Holders prior to selling property pursuant to the provisions of the Indenture. The Trustee may engage the services of one or more investment advisors or other parties deemed by the Trustee to be qualified as experts on such matters to assist with such sales and shall be entitled to rely on the advice of such persons as contemplated by the Indenture. Upon making final distribution to the Unit Holders, the Trustee shall be under no further liability except as provided in the Indenture.
Miscellaneous
Other Rights. The Unit Holders have no preemptive, subscription, redemption. or conversion rights.
Governing Law. The Indenture and the Trust are governed, construed, administered and controlled by and under the laws of the State of Texas, and the rights, powers, duties and liabilities of the Trustee shall be in accordance with and governed by the terms and provisions of the Texas Trust Code and other applicable laws of the State of Texas in effect at any applicable time.
2
Exhibit 23
March 2, 2020
San Juan Basin Royalty Trust
BBVA USA, Trustee
2200 Post Oak Blvd., Floor 18
Houston, Texas 77056
Ladies and Gentlemen:
Cawley, Gillespie & Associates, Inc. hereby consents to the use of the oil and gas reserve information in the San Juan Basin Royalty Trust Securities and Exchange Commission Form 10-K for the year ended December 31, 2019 and in the San Juan Basin Royalty Trust Annual Report for the year ended December 31, 2019 based on reserve reports prepared by Cawley, Gillespie & Associates, Inc. and dated March 2, 2020.
| Sincerely, |
|
| CAWLEY, GILLESPIE & ASSOCIATES, INC. |
Exhibit 31
CERTIFICATION
I, Joshua R. Peterson, certify that:
1. I have reviewed this Annual Report on Form 10-K of San Juan Basin Royalty Trust, for which BBVA USA acts as Trustee;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, Distributable Income and changes in trust corpus of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves persons who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 16, 2020
| /s/ Joshua R. Peterson | ||||
| By: | Joshua R. Peterson | |||
| Head of Trust Real Assets & Mineral Resources and Senior Vice President | ||||
| BBVA USA | ||||
Exhibit 32
CERTIFICATION OF
THE TRUSTEE*
OF THE SAN JUAN BASIN ROYALTY TRUST
PURSUANT TO 18 U.S.C. § 1350
In connection with the accompanying report on Form 10-K for the year ended December 31, 2019, and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua R. Peterson, Head of Trust Real Assets & Mineral Resources and Senior Vice President of BBVA USA, on behalf of BBVA USA, the Trustee of the San Juan Basin Royalty Trust (the “Trust”), not in its individual capacity but solely as Trustee of the Trust, hereby certify that:
| 1. | The Report fully complies in all material respects with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (as explained in Note 3 to the Trust’s financial statements, in accordance with the Securities and Exchange Commission Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts, the Trust prepares its financial statements in a manner that differs from generally accepted accounting principles; such presentation is customary to other royalty trusts); and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. |
| BBVA USA, AS TRUSTEE OF THE | ||
| SAN JUAN BASIN ROYALTY TRUST | ||
| /s/ Joshua R. Peterson | ||
| By: |
Joshua R. Peterson | |
| Head of Trust Real Assets & Mineral Resources and Senior Vice President | ||
| Date: March 16, 2020 | ||
| * | The Trust has no executive officers. |
Exhibit 99.1
March 2, 2020
Mr. Josh Peterson
San Juan Basin Royalty Trust
BBVA USA, Trustee
2200 Post Oak Blvd., Floor 18
Houston, Texas 77056
| Re: | Evaluation Summary | |||
| San Juan Basin Royalty Trust Interests | ||||
| Proved Reserves | ||||
| As of December 31, 2019 |
Dear Mr. Peterson:
As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economics attributable to the above captioned interests. It is our understanding that the proved reserves estimated in this report constitute 100 percent of the proved reserves owned by the San Juan Basin Royalty Trust, all of which are located in the San Juan Basin of northwestern New Mexico.
This report, completed on March 2, 2020, has been prepared for use in filings with the SEC. In our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose. Composite reserves estimates and economic forecasts for the proved reserves are summarized below:
| Proved | ||||||||
| Developed | ||||||||
| Producing | ||||||||
| Net Reserves |
||||||||
| Oil/Condensate |
- Mbbl | 171.8 | ||||||
| Gas |
- MMcf | 49,333.6 | ||||||
| Revenue |
||||||||
| Oil/Condensate |
- M$ | 7,618.9 | ||||||
| Gas |
- M$ | 95,001.2 | ||||||
| Severance and |
||||||||
| Ad Valorem Taxes |
- M$ | 11,215.7 | ||||||
| Operating Expenses |
- M$ | 0.0 | ||||||
| Investments |
- M$ | 0.0 | ||||||
| Operating Income (BFIT) |
- M$ | 91,404.3 | ||||||
| Discounted at 10.0% |
- M$ | 55,281.1 | ||||||
The discounted value shown above should not be construed to represent an estimate of the fair market value by Cawley, Gillespie & Associates, Inc.
As to the assumptions, methods and procedures used in connection with the preparation of this report, prices were forecast in accordance with Securities and Exchange Commission guidelines using average annual prices of $2.58 per MMBtu (Henry Hub) and $55.69 per barrel (WTI Cushing). Gas price adjustments were specified by property with values ranging from 0.22 to 1.20. The adjusted volume-weighted average gas price over the life of the properties is $1.88 per Mcf. The above oil price was adjusted for an overall differential of -$11.35 per barrel.
Operating expenses and capital costs were based on an analysis of data provided by Hilcorp Energy. Operating expenses include direct lease operating expenses and administrative overhead. Investments include drilling costs, work-over costs and production equipment costs. Severance taxes were forecast as 11.1% of gas revenue and 8.8% of oil revenue. Neither expenses nor investments were escalated. The cost of plugging and the salvage value of equipment have not been considered.
The proved reserve classifications conform to criteria of the Securities and Exchange Commission. The estimates of reserves in this report have been prepared in accordance with the definitions and disclosure guidelines set forth in the U.S. Securities and Exchange Commission (SEC) Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations). The reserves and economics are predicated on the regulatory agency classifications, rules, policies, laws, taxes and royalties in effect on the effective date except as noted herein. The possible effects of changes in legislation or other Federal or State restrictive actions have not been considered. The reserves were estimated using a combination of the production performance, volumetric and analogy methods, in each case as we considered appropriate and necessary to establish the conclusions set forth herein. All reserve estimates represent our best judgment based on data available at the time of preparation and assumptions as to future economic and regulatory conditions. Due to the inherent uncertainties of reserves estimates, it should be realized that the reserves actually recovered, the revenue derived therefrom and the actual cost incurred could be more or less than the estimated amounts.
The reserve estimates were based on interpretations of factual data furnished by Hilcorp Energy and the San Juan Basin Royalty Trust. Liquid and gas price information, cost and expense history, subject wells and ownership were supplied by Hilcorp Energy and were accepted as furnished. To some extent, information from public records has been used to check and/or supplement these data. The basic engineering and geological data were utilized subject to third party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data. An on-site inspection of these properties has not been made nor have the wells been tested by Cawley, Gillespie & Associates, Inc.
Our work-papers and related data are available for inspection and review by authorized parties.
| Respectfully submitted, |
|
| CAWLEY, GILLESPIE & ASSOCIATES, INC. |
| Texas Registered Engineering Firm F-693 |