UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2014
San Juan Basin Royalty Trust
(Exact name of registrant as specified in the
Amended and Restated San Juan Basin Royalty Trust Indenture)
| Texas | 1-8032 | 75-6279898 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| Compass Bank, Trust Department 300 W. 7th Street, Suite B Fort Worth, Texas |
76102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (866) 809-4553
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On January 23, 2014, the San Juan Basin Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing, among other things, the capital project plan for 2014 as delivered to it by the primary operator of certain properties located in northwestern New Mexico (the “Underlying Properties”). The principal asset of the Trust is a 75% net overriding royalty interest carved out of certain oil and gas leasehold and royalty interests in the Underlying Properties, and the capital expenditures made by the operator of the Underlying Properties may affect the net revenue to the Trust.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release, dated January 23, 2014. |
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
SIGNATURES
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 hereunto duly authorized.
| COMPASS BANK, AS TRUSTEE FOR THE | ||
| SAN JUAN BASIN ROYALTY TRUST | ||
| (Registrant) | ||
| By: | /s/ Lee Ann Anderson | |
| Lee Ann Anderson | ||
| Vice President and Senior Trust Officer | ||
Date: January 24, 2014
(The Trust has no directors or executive officers.)
Exhibit 99.1
San Juan Basin Royalty Trust
| Compass Bank, Trustee 300 West Seventh Street, Suite B Fort Worth, Texas 76102 |
NEWS RELEASE |
SAN JUAN BASIN ROYALTY TRUST
ANNOUNCES 2014 CAPITAL PLAN
FORT WORTH, Texas, January 23, 2014 – The San Juan Basin Royalty Trust (NYSE:SJT) (the “Trust”), today announced the capital project plan for 2014 as delivered to it by Burlington Resources Oil & Gas Company LP (“Burlington”). Capital expenditures for 2014 for properties subject to the Trust’s royalty interest are estimated to be $4.8 million. Of the $4.8 million, approximately $3 million will be attributable to the capital budgets for 2013 and prior years.
The principal asset of the Trust is a 75% net overriding royalty interest carved out of certain oil and gas leasehold and royalty interests in properties now owned by Burlington (the “Underlying Properties”) located in the San Juan Basin and more particularly in San Juan, Rio Arriba and Sandoval counties of northwestern New Mexico. Burlington is the operator of the majority of the Underlying Properties.
Burlington’s announced 2014 plan for the Underlying Properties includes 100 projects. Approximately $1.8 million of the $4.8 million budget is allocable to 40 facility projects. The $3 million balance is attributable to the budgets for prior year projects and will be applied to 20 wells commenced in 2013 and prior years, and to 40 facility projects. Burlington will be the operator of all the projects included in the 2014 plan.
In light of the challenged price environment for natural gas and natural gas liquids, Burlington plans to continue the temporary suspension of its drilling program in the San Juan Basin, indicating that it currently plans to have no drilling rigs operating in the Basin during 2014. However, Burlington reported that it continually monitors natural gas prices and plans to restart the program at some point in the future, dependent upon such gas prices. Existing wells will continue to be operated. Burlington reports that based on its actual capital requirements, the pace of regulatory approvals, the mix of projects and swings in the price of natural gas, the actual capital expenditures for 2014 could range from $2 million to $15 million.
Capital expenditures of approximately $21.6 million were included in calculating royalty income paid to the Trust in calendar year 2013. Approximately $12.3 million covered 173 projects budgeted for prior years, including continued work on 141 new wells commenced in the years prior to 2013, all operated by Burlington, and 32 maintenance and facilities projects. The $9.3 million balance for 2013 expenditures was attributable to ten operated new drill projects, one recompletion, and 34 projects for the maintenance and improvement of production facilities.
The capital expenditures reported by Burlington in calculating royalty income for 2013 included approximately $12.3 million attributable to the capital budgets for prior years. This occurs because capital expenditures are deducted in calculating royalty income in the month they are accrued, and projects within a given year’s budget often extend into subsequent years. Further, Burlington’s accounting period for capital expenditures runs through November 30 of each calendar year, such that capital expenditures incurred in December of each year are actually accounted for as part of the following year’s capital expenditures. Also, for wells not operated by Burlington, Burlington’s share of capital expenditures may not actually be paid by it until the year or years after those expenses were incurred by the operator.
Except for historical information contained in this news release, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of San Juan Basin Royalty Trust are subject to a number of risks and uncertainties that may cause actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of oil and gas prices, governmental regulation or action, litigation, and uncertainties about estimates of reserves. These and other risks are described in the Trust’s reports and other filings with the Securities and Exchange Commission
| Contact: | San Juan Basin Royalty Trust | |
| Compass Bank, Trustee | ||
| Lee Ann Anderson, Vice President & Senior Trust Officer | ||
| Kaye Wilke, Investor Relations, toll-free: (866) 809-4553 | ||
| Fax: (817) 735-0936 | ||
| Website: www.sjbrt.com | ||
| e-mail: sjt@bbvacompass.com | ||