10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 d261427d10q.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the Quarterly Period Ended September 30, 2021

☐	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.)

PNC Bank, National Association

PNC Asset Management Group

2200 Post Oak Blvd., Floor 18

Houston, TX 77056

(Address of principal executive offices) (Zip Code)

(866) 809-4553

(Registrant’s telephone number, including area code)

BBVA USA, Trust Department

2200 Post Oak Blvd., Floor 18

Houston, TX 77056

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Units

SJT

New York Stock Exchange

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

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

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

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

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

Number of Units of beneficial interest outstanding at November 15, 2021: 46,608,796

Table of Contents


	PART I. FINANCIAL INFORMATION

Item 1	Financial Statements	3
Item 2	Trustee’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3	Quantitative and Qualitative Disclosures about Market Risk	13
Item 4	Controls and Procedures	13

	PART II. OTHER INFORMATION

Item 1	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Mine Safety Disclosures	14
Item 5	Other Information	15
Item 6	Exhibits	16

	SIGNATURE

SAN JUAN BASIN ROYALTY TRUST

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements.

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS


	September 30,		December 31,
	2021		2020
	(Unaudited)		(Audited)
ASSETS
Cash and short-term investments	$	2,724,289	$	1,286,468
Net overriding royalty interest in producing oil and gas properties (net of accumulated amortization of $129,246,192 and $128,151,694 at September 30, 2021 and December 31, 2020, respectively)		4,029,336		5,123,834

Total assets	$	6,753,625	$	6,410,302

LIABILITIES AND TRUST CORPUS
Distribution payable to Unit Holders	$	1,724,289	$	286,468
Cash reserves		1,000,000		1,000,000
Trust corpus – 46,608,796 Units of beneficial interest authorized and outstanding		4,029,336		5,123,834

Total liabilities	$	6,753,625	$	6,410,302

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Royalty income	$	6,059,606		$	—		$	21,837,483		$	6,039,129
Interest income		237			396			1,006			6,010

Total income		6,059,843			396			21,838,489			6,045,139
General and administrative expenses		(385,910	)		(290,344	)		(1,247,306	)		(1,238,724	)
Decrease in cash reserves		—			289,948			—			397,090

Distributable income	$	5,673,933		$	—		$	20,591,183		$	5,203,505

Distributable income per Unit (46,608,796 Units)	$	0.121735		$	0.000000		$	0.441787		$	0.111642

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

Notes to Condensed Financial Statements included herein.

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2021			2020		2021			2020
Trust corpus, beginning of period	$	4,385,805		$	5,172,070	$	5,123,834		$	5,452,207
Amortization of net overriding royalty interest		(356,469	)		—		(1,094,498	)		(280,137	)
Distributable income		5,673,933			—		20,591,183			5,203,505
Distributions declared		(5,673,933	)		—		(20,591,183	)		(5,203,505	)

Trust corpus, end of period	$	4,029,336		$	5,172,070	$	4,029,336		$	5,172,070

Distributions declared (per Unit)	$	0.121735		$	0.000000		0.441787			0.111642

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

Notes to Condensed Financial Statements included herein.

1. Basis of Presentation

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

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

•

The net proceeds attributable to the 75% net overriding royalty interest (the “Royalty”) that burdens the Subject Interests recorded for a month is the amount computed and paid by Hilcorp to the Trustee for the Trust (the “Royalty Income”). 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 affects the Royalty Income paid to the Trust and the distribution to Unit Holders for that month. See Item 2 Part I of this Quarterly Report on Form 10-Q entitled “Gross Proceeds and Severance Tax Estimates” for a more detailed explanation of the estimate and true-up process for distributable income reporting and distributions to Unit Holders.

•

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

•

Hilcorp has informed the Trust that oil and natural gas revenue is typically reported to the Trust based on actual volumes and pricing.

•

Hilcorp has notified the Trust that non-operated revenue is reported to the Trust based on a three-month lag. Non-operated revenue for a calendar year is typically based on the actual natural gas and oil production during the period beginning with October of the preceding calendar year through September of the current calendar year. However, for 2021, non-operated revenue has been based on estimated natural gas and oil production.

•

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

•

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

•

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

•

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

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

The Trustee routinely reviews the Trust’s royalty interests in oil and natural gas properties for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If an impairment event occurs and it is determined that the carrying value of the Trust’s royalty interests may not be recoverable, an impairment will be recognized as measured by the amount by which the carrying amount of the royalty interests exceeds the fair value of these assets, which would likely be measured by discounting projected cash flows and is charged directly to trust corpus instead of as an expense. There was no impairment of the Trust’s assets as of September 30, 2021.

2. Federal Income Taxes

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

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

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

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

Tax positions taken by the Trust related to the Trust’s pass-through status and state tax positions have been reviewed, and the Trustee is of the opinion that the material tax positions it has taken would more likely than not be sustained by examination. As of September 30, 2021, the Trust’s tax years 2017 and thereafter remain subject to examination.

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

3. Commitments and Contingencies

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

Covid-19 Pandemic. The Trust continues to request periodic updates from Hilcorp as to its production and financial expectations with respect to the Subject Interests due to any effects caused by the ongoing Covid-19 pandemic and the recent fluctuations in oil and gas pricing. Hilcorp has informed the Trust that, given the current natural gas pricing environment, Hilcorp does not anticipate materially reducing any of the Subject Interests’ production or taking any of the Subject Interests’ wells offline; however, both the Trust and Hilcorp continue to monitor the impact that Covid-19 may have on production, including as it relates to personnel availability in New Mexico and other Subject Interest areas. Hilcorp further informed the Trust that Covid-19 has not had, nor does it anticipate that Covid-19 will have any material impact on its operation of the Subject Interests or on its payments of Royalty Income to the Trust. However, the continuing impact of the ongoing Covid-19 pandemic, including additional surges or variants and required or recommended pandemic mitigation efforts, on Hilcorp and the Subject Interests remains unknown and any such impact could result in actual results being different from Hilcorp’s expectations, despite the lack of a materially adverse impact to-date of the pandemic.

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

4. Settlements and Litigation

None

5. Subsequent Events

PNC Succession as the Trustee

On June 1, 2021, The PNC Financial Services Group, Inc. (“PNC”) announced that it had completed the purchase of BBVA USA Bancshares, Inc., a financial holding company, including its U.S. banking subsidiary, BBVA USA, an Alabama-chartered bank and trustee of the Trust (“BBVA USA”). On October 8, 2021, PNC Bank, an indirect wholly owned subsidiary of PNC, succeeded BBVA USA as the trustee of the Trust following BBVA USA’s merger with and into PNC Bank.

October Distribution

On October 19, 2021, the Trust announced a cash distribution of $3,155,671 or $0.067705 per Unit, based primarily upon the reported production during the month of August 2021, which was paid on November 15, 2021.

Hilcorp Meeting and Reimbursements to the Trust

On November 11, 2021, Hilcorp met with the Trust (the “November 2021 Meeting”) to discuss several material issues that the Trust had raised with respect to Hilcorp’s estimates of gross proceeds and severance taxes, as well as the Trust’s audit of Hilcorp’s reported revenues and expenses. During the November 2021 Meeting, Hilcorp informed the Trust that it had completed its actualization and validation of January, February, and March 2021 with respect to the gross proceeds and severance tax estimates attributable to the Royalty Interests owned by the Trust. Based on such review, Hilcorp informed the Trust that it had determined that it owes the Trust an additional $448,780 for these time periods, along with $63,496 in interest in accordance with the terms of the Conveyance.

Also, during the November 2021 Meeting, Hilcorp informed the Trust that it had discovered errors made in the setup of a few of its general ledger accounts during its SAP conversion process. Specifically, Hilcorp stated that these accounts had been mislabeled as billable, including three of the Trust’s general ledger accounts. As a result, Hilcorp notified the Trust that it will reimburse the Trust $2,681,521 for the erroneous billed labels for January through July 2021 production months, along with $72,667 in interest in accordance with the Conveyance. Hilcorp believes that it has now corrected its accounting internal control systems.

Hilcorp intends to include the payments for these actualizations and adjustments, together with the related interest, in the November reporting and distribution to the Trust. Hilcorp also confirmed that it continues to work on its actualization and accounting of the operated revenue and severance tax computations for the production month of April 2021 and will notify the Trust promptly upon completion of such actualization and accounting.

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

Item 2.

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

Overview

The Trust is an express trust created under the laws of the state of Texas by the San Juan Basin Royalty Trust Indenture entered into on November 1, 1980 between Southland Royalty Company (“Southland”) and The Fort Worth National Bank (the “Original Indenture”). The Original Indenture was amended and restated on September 30, 2002, and further amended and restated on December 12, 2007, which the Trust refers to as the “Indenture” in this Quarterly Report on Form 10-Q. On June 1, 2021, PNC completed its acquisition of BBVA USA Bancshares, Inc., including its U.S. banking subsidiary, BBVA USA. The Trustee continued to operate as BBVA USA, an indirect wholly owned subsidiary of PNC, until the conversion of bank systems and merger of BBVA USA with and into PNC Bank, an indirect wholly owned subsidiary of PNC, which was completed in October 2021. As a result, PNC Bank succeeded BBVA USA as Trustee under the terms of the Indenture.

The Conveyance and the Royalty

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

The Royalty constitutes the principal asset of the Trust. The beneficial interest in the Royalty is divided into 46,608,796 units (the “Units”) representing undivided fractional interests in the beneficial interest of the Trust equal to the number of shares of 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 in the Trust are referred to herein as “Unit Holders.”

The Trustee

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

Hilcorp

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

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

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

Hilcorp’s process of reconciling actual revenue and severance taxes to previously reported estimates (which the Trust refers to as “true-ups”) are still occurring and being reported in 2021. In addition, Hilcorp informed the Trust that due to Hilcorp’s transition to a new accounting system beginning in March 2021, revenue and severance tax categories for the February through May 2021 production months were based on estimates utilizing historical trends. Revenue and severance tax for the May, June and July production months were trued-up in August and September 2021.

During the November 2021 Meeting, Hilcorp informed the Trust that it had completed its actualization and validation of January, February, and March 2021 with respect to the gross proceeds and severance tax estimates attributable to the Royalty Interests owned by the Trust. Based on such review, Hilcorp informed the Trust that it had determined that it owes the Trust an additional $448,780 for these time periods, along with $63,496 in interest in accordance with the terms of the Conveyance. Hilcorp intends to include the payments for these actualizations and adjustments, together with the related interest, in the November reporting and distribution to the Trust.

Lease operating expenses and capital costs for the January through April 2021 production months were based on estimates, but the lease operating expenses and capital costs for May 2021 were based on actual costs. Both Lease operating expense and capital costs for the January through May 2021 production months were trued-up in July 2021. However, due to excess production costs for the June production month (which corresponds with the Trust’s August distribution month), there was no cash distribution made in August 2021. These true-up corrections resulted in no distribution payment declared for the August 2021 reporting month.

Hilcorp also confirmed that it continues to work on its actualization and accounting of the operated revenue and severance tax computations for the production month of April 2021 (the remaining 2021 production month that was based on estimates) and will notify the Trust promptly upon completion of such actualization and accounting by the end of 2021. Hilcorp further informed the Trust that it believes that the April 2021 true-up and adjustment may result in changes to future distributions of net proceeds to the Trust that reflect such rebooking and true-ups plus interest on such amounts (as required by the Conveyance) to the extent an underpayment to the Trust has occurred. Hilcorp has confirmed that it will continue to waive interest to the extent there were any overpayments to the Trust based on true-ups in 2021.

Commodity Prices. The Trust’s income and monthly distributions from the Subject Interests are heavily influenced by the price of oil and natural gas. These prices may fluctuate widely in response to relatively minor changes in the supply of and demand for oil and natural gas based on market uncertainty or a variety of additional factors that are beyond the Trustee’s control.

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

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

Results of Operations – for the Three and Nine Months Ended September 30, 2021 and 2020

Royalty Income

Royalty Income consists of monthly net proceeds attributable to the Royalty. Royalty Income for the three and nine months ended September 30, 2021 and 2020 was determined as shown in the following table:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Gross proceeds from the Subject Interests:
Natural Gas	$	17,558,353		$	8,474,484		$	53,434,587		$	28,640,859
Oil		821,082			398,805			1,677,536			1,043,043
Other		769,567	⁽¹⁾		(773,604	)⁽²⁾		1,316,214	^)(1)(3)		(877,651	)⁽²⁾⁽⁴⁾

Total		19,149,002	⁽⁵⁾		8,099,685			56,428,337	⁽⁵⁾⁽⁶⁾		28,806,251
Production Costs:
Severance tax – gas		2,459,722			1,332,878			6,979,245			2,748,720
Severance tax – oil		94,468			95,451			241,333			151,368
Lease operating expense and property tax		8,620,746			5,113,994			19,811,848			17,809,264
Capital expenditures		(105,409	)		60,486			279,267			120,665
Other		—			16,065	⁽⁷⁾		—			16,065	⁽⁷⁾

Total		11,069,527			6,618,874			27,311,693			20,846,082

Production costs in excess of gross proceeds		—			(1,480,811	)⁽⁸⁾		—			92,003

Net profits		8,079,475			—			29,116,644			8,052,172
Net overriding royalty interest		75	%		75	%		75	%		75	%

Royalty Income		6,059,606			—		$	21,837,483		$	6,039,129

1.	Estimated revenue from non-operated properties, granted audit exceptions with interest as a result of the audit, and interest owed from the true-up of January through April 2021 production costs.

Estimated revenue from non-operated properties and true-ups and adjustments of non-operated revenue for the production months of January 2018, February 2018, March 2018, January 2019, August 2019, December 2019, January 2020, and February 2020, negatively offset by reimbursement by the Trust to Hilcorp of $1.5 million, being a portion of the total $2.0 million in “Other” revenue included in the estimated gross proceeds in the December 2017 and January 2018 distribution months.

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

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

5.	Due to Hilcorp’s transition to a new accounting system, the May 2021 production month), was based on estimated revenue and severance tax. The May production month corresponds to the Trust’s July distribution month.

6.	Due to Hilcorp’s transition to a new accounting system, the January 2021 production month was based on estimated production, actual realized prices and estimated costs. The February, March and April production months were based on estimated production, estimated prices and estimated costs.

7.	Interest charges on excess production costs.

Net proceeds (gross proceeds less production costs) for the three months ended September 30, 2020, were $1,480,811, which reduced, but did not eliminate, the prior excess production costs of $1,572,814 from the three months ended June 30, 2020. Gross excess production costs applicable to the Subject Interests were $92,000 as of September 30, 2020, with 75%, or $69,000 (net), allocated to the Trust.

The Royalty Income distributed to the Trust for both the three and nine months ended September 30, 2021 was higher than that distributed during the same period of 2020 due primarily to higher natural gas prices. There was no Royalty Income distributed to the Trust in the three months ended September 30, 2020 due to excess production costs from the April 2020 production month. The average natural gas price increased from $1.46 per Mcf for the three months ended September 30, 2020 to $2.74 per Mcf for the three months ended September 30, 2021, and the average natural gas price increased from $1.47 Mcf for the nine months ended September 30, 2020 to $2.72 per Mcf for the nine months ended September 30, 2021. Production of natural gas from the Subject Interests increased from 5,786,304 Mcf for the three months ended September 30, 2020 to 6,410,955 Mcf for the three months ended September 30, 2021, and increased slightly from 19,521,825 Mcf for the nine months ended September 30, 2020 to 19,631,861 Mcf for the nine months ended September 30, 2021.

Gross Proceeds from Subject Interests. Total Gross proceeds increased approximately $11 million, or 136%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, and increased approximately $27.6 million, or 96%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was due primarily to higher natural gas prices.

Capital Expenditures. Capital expenditures by Hilcorp decreased approximately $166,000 for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The decrease is due primarily to a credit as a result of true-ups for the January through April 2021 production months. Hilcorp’s capital expenditures increased approximately $159,000 for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily due to differences in timing in the payment of these expenditures along with capital expenditures attributable to the prior year’s budget.

Severance Taxes. Aggregate severance taxes increased approximately $1.1 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, and increased approximately $4.3 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase in severance taxes was primarily attributable to higher gross proceeds during those periods. Severance taxes represented approximately 13% of gross proceeds for the three months ended September 30, 2021, compared to approximately 18% for the same period of 2020. Severance taxes represented approximately 13% of gross proceeds for the nine months ended September 30, 2021, compared to approximately 10% for the same period of 2020. The distributions in 2020 included true ups of previous production months which resulted in fluctuations of severance taxes.

Lease Operating Expenses and Property Taxes. Lease operating expenses and property taxes increased $3.5 million, or 69%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, and increased $2 million, or 11%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase is primarily due to true-ups and corrections for the January through May 2021 production months, as well as to increased activity at the Subject Interests by Hilcorp.

Monthly lease operating expenses of the Subject Interests, including property taxes, for the three months ended September 30, 2021 averaged approximately $2.9 million, compared to $1.7 million for the three months ended September 30, 2020. Monthly lease operating expenses of the Subject Interests, including property taxes, for the nine months ended September 30, 2021 averaged $2.2 million, compared to an average of $2 million for the nine months ended September 30, 2020.

Distributable Income


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Royalty income	$	6,059,606		$	—		$	21,837,483		$	6,039,129
Interest income		237			396			1,006			6,010

Total income		6,059,843			396			21,838,489			6,045,139
General and administrative expenses		(385,910	)		(290,344	)		(1,247,306	)		(1,238,724	)
Decrease in cash reserves		—			289,948			—			397,090

Distributable income	$	5,673,933		$	—		$	20,591,183		$	5,203,505

Distributable income per Unit (46,608,796 Units)	$	0.121735		$	0.000000		$	0.441787		$	0.111642

Distributable Income. Distributable Income for the three months ended September 30, 2021 was $5.7 million ($0.121735 per Unit). There was no Distributable Income during the three months ended September 30, 2020. Distributable Income increased by approximately $15.4 million, or 296%, to $20.6 million ($0.441787 per Unit) for the nine months ended September 30, 2021 from $5.2 million ($0.111642 per Unit) for the nine months ended September 30, 2020. The increase in Distributable Income was primarily attributable to higher natural gas prices.

Based on 46,608,796 Units outstanding, the per-Unit distributions during the third quarter of 2021 were as follows:


July	$	0.084740
August		0.000000
September		0.036995

Quarter Total	$	0.121735

Due to excess production costs for the June production month (which corresponds with the Trust’s August distribution month), there was no cash distribution made in August.

Interest Income. Interest income was lower for the three months ended September 30, 2021 as compared to the same period in 2020 due primarily to lower yields on short-term investments.

General & Administrative Expenses. General and administrative expenses increased approximately 33%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, and increased 0.7%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase in general and administrative expenses was primarily attributable to differences in timing in the receipt and payment of certain expenses by the Trust, and increased legal expenses during the transition from BBVA to PNC Bank as the Trustee.

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

Liquidity and Capital Resources

The Trust’s principal source of liquidity and capital is Royalty Income. The Trust’s distribution of income to Unit Holders is funded by Royalty Income after payment of Trust expenses. The Trust is not liable for any production costs or liabilities attributable to the Royalty. If at any time the Trust receives more than the amount due under the Royalty, it is not obligated to return such overpayment, but the amounts payable to it for any subsequent period are reduced by such amount, plus interest, at a rate specified in the Conveyance. If the Trustee determines that the Trust does not have sufficient funds to pay the Trust’s liabilities, the Trustee may borrow funds on behalf of the Trust, in which case no distributions will be made to Unit Holders until such borrowings are repaid in full. The Trustee may not sell or dispose of any part of the assets of the Trust without the affirmative vote of 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.

Due to excess production costs in June 2021, the Trust did not declare a distribution in August 2021. The cash required for monthly expenses was funded by the cash reserve. The amount taken from the cash reserve was replenished in September 2021.

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 until its cash reserve can be replenished from net cash payments from Hilcorp.

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.

Royalty Income for the three months ended September 30, 2021 is associated with oil and natural gas production during May through July 2021 from the Subject Interests. Production of oil and natural gas and related average sales prices attributable to each of the Subject Interests and the Royalty for the three months ended September 30, 2021 and 2020 were as follows:


	For the Three Months Ended September 30,
	2021				2020
	Natural Gas (Mcf)		Oil and Condensate (Bbls)		Natural Gas (Mcf)		Oil and Condensate (Bbls)
Production
Subject Interests		6,410,955		13,935		5,786,304		14,195
Royalty		2,643,866		9,266		946,233		6,245
Average Price (per Mcf/Bbl)	$	2.74	$	58.92	$	1.46	$	28.09

Production of oil and natural gas and related average sales prices attributable to each of the Subject Interests and the Royalty for the nine months ended September 30, 2021 and 2020 were as follows:


	For the Nine Months Ended September 30,
	2021				2020
	Natural Gas (Mcf)		Oil and Condensate (Bbls)		Natural Gas (Mcf)		Oil and Condensate (Bbls)
Production
Subject Interests		19,631,861		33,396		19,521,825		33,517
Royalty		8,518,986		21,485		1,951,351		16,408
Average Price (per Mcf/Bbl)	$	2.72	$	50.23	$	1.47	$	31.12

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. However, for 2021, non-operated revenue has been based on estimated natural gas and oil production. 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 by Hilcorp 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 Hilcorp’s capital expenditures and the timing of Hilcorp’s true-ups of prior reported estimated oil and natural gas production data, the aggregate sales amounts from the Subject Interests may not provide a meaningful comparison to sales attributable to the Royalty. Future true-ups will impact future royalty proceeds, but will not change the reported amounts due to the accounting basis used.

The fluctuations in natural gas production that have occurred during the three-month period ended September 30, 2021 and 2020, respectively, generally resulted from changes in the demand for natural gas during that time, market conditions, and variances in capital spending to generate production from new and existing wells, as offset by the natural production decline curve. Also, production from the Subject Interests is influenced by the line pressure of the natural gas gathering systems in the San Juan Basin. As noted above, 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

There were no changes to the contracts pursuant to which Hilcorp sells production from the Subject Interests and for the gathering and processing of production during the three months ended September 30, 2021.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

For a discussion of significant accounting policies and estimates that impact the Trust’s financial statements, see Part I, Item 1. Unaudited Financial Statements, Note 1 Basis of Presentation and Part II, Item 8. Financial Statements and Supplemental Data contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020.

Information Regarding Forward-Looking Information

Certain information included in this Quarterly Report on Form 10-Q contains, and other materials filed or to be filed by the Trust with the SEC (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements may involve or may concern, among other things, the amount and variability in capital expenditures by Hilcorp, drilling activity, development activities, production efforts and volumes, hydrocarbon prices, estimated future net revenues, estimates of reserves, the results of the Trust’s activities, the differences between Hilcorp’s estimated revenue and actual revenue, and regulatory matters. Such forward-looking statements generally are accompanied by words such as “may,” “will,” “based,” “estimate,” “expect,” “predict,” “project,” “anticipate,” “believe,” “plan,” “intend,” or other words that convey the uncertainty of future events or outcomes. Such statements are based on certain assumptions of the Trustee and by Hilcorp, with respect to future events; are based on an assessment of, and are subject to, a variety of factors deemed relevant by the Trustee and Hilcorp; and involve risks and uncertainties. However, whether actual results and developments will conform with such expectations and predictions is subject to a number of risks and uncertainties which could affect the future results of the energy industry in general, and the Trust and Hilcorp in particular, and could cause those results to differ materially from those expressed in such forward-looking statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Hilcorp’s business and the Trust. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in such forward-looking statements. The Trust undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.

Hilcorp Information

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

For information on the Trust’s exposure to market risk, please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

None.

Item 4.

Controls and Procedures.

The Trust maintains a system of internal disclosure controls and procedures that is designed to ensure that the information required to be disclosed in the Trust’s filings under the Exchange Act is recorded, processed, summarized, and reported within the time 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 disclose timely and accurately 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 Net Overriding Royalty Conveyance (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. 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 Quarterly Report on Form 10-Q and the other periodic reports provided by the Trust to the SEC.

Despite the Trust’s internal controls and procedures ensuring the accuracy of the Trust’s reporting based upon the financial information received from Hilcorp, Hilcorp’s process of reconciling actual revenue and severance taxes to previously reported estimates are still occurring and being reported in 2021. Thus, distributions to the Trust from Hilcorp in any given month may be subject to adjustment based upon prior months’ true-ups and rebooking, plus interest. In addition, Hilcorp informed the Trust that due to Hilcorp’s transition to a new accounting system beginning in March 2021, revenue and severance tax categories for the February through May 2021 production months were based on estimates utilizing historical trends. Revenue and severance tax for the May, June and July 2021 production months were trued-up in August and September 2021. Hilcorp informed the Trust that it will complete the process of truing-up, accounting for and reporting to the Trust the operated revenue and severance tax computations for the April 2021 production month by the end of 2021. At this time the amount of these true-ups is unknown. The Trustee will coordinate with Hilcorp on the timing of any further true-ups and will communicate that timing to Unit holders.

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

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

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

Not required.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit Number		Description
(4)(a)		San Juan Basin Amended and Restated Royalty Trust Indenture, dated December 12, 2007, filed as Exhibit 99.2 to the Trust’s Current Report on Form 8-K filed with the SEC on December 14, 2007, and incorporated herein by reference.*

(4)(b)		Net Overriding Royalty Conveyance from Southland Royalty Company to The Fort Worth National Bank, as Trustee, dated November 1, 1980 (without Schedules), filed as Exhibit 4(b) to the Trust’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2006 on March 1, 2007, and incorporated herein by reference.*

(4)(c)		Assignment of Net Overriding Interest (San Juan Basin Royalty Trust), dated September 30, 2002, between Bank One, N.A. and Texas Bank, filed as Exhibit 4(c) to the Trust’s Quarterly Report on Form 10-Q filed with the SEC for the quarter ended September 30, 2002, and incorporated herein by reference.*

31		Certification required by Rule 13a-14(a), dated November 15, 2021, by James R. Wilharm, Director of Trust Real Estate Services and Senior Vice President of the Trustee of the Trust**

32		Certification required by Rule 13a-14(b), dated November 15, 2021, by James R. Wilharm, Director of Trust Real Estate Services and Senior Vice President of the Trustee of the Trust***

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

**	Filed herewith.

***	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


PNC BANK, NATIONAL ASSOCIATION, AS TRUSTEE OF THE SAN JUAN BASIN ROYALTY TRUST

By:		/s/ James R. Wilharm
		James R. Wilharm Senior Vice President Director of Trust Real Estate Services

Date: November 15, 2021

(The Trust has no directors or executive officers.)

SEC Form 10-Q filed by San Juan Basin Royalty Trust