UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 18, 2018
San Juan Basin Royalty Trust
(Exact name of registrant as specified in its charter)
| Texas | 1-8032 | 75-6279898 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Compass Bank, Trust Department
300 W. 7th
Street, Suite B
Fort Worth, Texas 76102
(Address of principal executive offices, including 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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On May 18, 2018, the San Juan Basin Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing a monthly cash distribution to the holders of its units of beneficial interest of $677,277.58 or $0.014531 per unit, based principally upon production during the month of March 2018. The distribution is payable June 14, 2018, to unit holders of record as of May 31, 2018.
The sale of San Juan Basin assets, including the oil and gas interests from which the Trust’s royalty interest was carved (“Subject Interests”), from Burlington Resources Oil & Gas Company LP (“Burlington”) to Hilcorp San Juan L.P. (“Hilcorp”) closed on July 31, 2017. Due to the transition from Burlington, Hilcorp estimated revenue for the August 2017 through November 2017 production months. Hilcorp will reconcile the actual revenue numbers versus the estimated numbers for those months and true-up any distributions, as needed. Furthermore, Hilcorp informed the Trust that it estimated the natural gas revenue for the March 2018 production month, and thus, the May 2018 declaration of cash distribution reflects estimated revenue and actual expenses for the month of March. The May 2018 distribution also includes a true-up of estimated versus actual revenue and severance tax numbers for the August 2017 production month.
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated May 18, 2018. |
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated May 18, 2018. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPASS BANK, AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST (Registrant) | ||||||
| Date: May 18, 2018 | By: | /s/ Joshua R. Peterson | ||||
| Joshua R. Peterson | ||||||
| Vice President and Senior Trust Officer | ||||||
4
Exhibit 99.1
San Juan Basin Royalty Trust
| News Release |
San Juan Basin Royalty Trust
Declares May Cash Distribution
FORT WORTH, Texas, May 18, 2018 – Compass Bank, as Trustee of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT), today declared a monthly cash distribution to the holders of its Units of beneficial interest of $677,277.58 or $0.014531 per Unit, based principally upon actual oil production and estimated natural gas production during the month of March 2018. The distribution is payable June 14, 2018, to Unit Holders of record as of May 31, 2018.
The sale of San Juan Basin assets, including the oil and gas interests from which the Trust’s royalty interest was carved (“Subject Interests”), from Burlington Resources Oil & Gas Company LP (“Burlington”) to Hilcorp San Juan L.P. (“Hilcorp”) closed on July 31, 2017. Due to the transition from Burlington, Hilcorp estimated revenue for the August 2017 through November 2017 production months. Furthermore, Hilcorp informed the Trust that it estimated the natural gas revenue for the March 2018 production month.
This May 2018 distribution includes a true-up of estimated versus actual revenue and severance tax numbers for the August 2017 production month. The true-up resulted in an approximately $1.9 million reduction in gross proceeds. Hilcorp has not indicated when further reconciliations and true-ups will occur.
Gas production for the Subject Interests totaled 2,918,216 Mcf (3,242,462 MMBtu) for March 2018. Dividing revenues by production volume yielded an average gas price for March 2018 of $1.86 per Mcf ($1.67 per MMBtu) as compared to an average gas price for February 2018 of $2.13 per Mcf ($1.92 MMBtu).
The average monthly gas price Hilcorp reports to the Trust is a calculated price. It is determined by dividing gross monthly revenue by production volume, and therefore, it does not represent an average of actual sales prices. The average gas price may vary from the posted index price for the San Juan Basin. The index price is a gross sales price, and the revenues used in the calculation of average gas prices are net of transportation, processing and gathering costs. Furthermore, the distribution to the Trust in any given month may include significant volume adjustments for sales in prior months that reflect pricing for those prior months.
For the month ended March 2018, capital costs were $52,318. Lease operating expenses and property taxes were $2,730,288. Severance taxes were $907,005.
| Contact: | San Juan Basin Royalty Trust |
| Compass Bank, Trustee |
| 300 West Seventh St., Suite B, Fort Worth, Texas 76102 |
| website: www.sjbrt.com e-mail: sjt.us@bbva.com |
| Joshua R. Peterson, Vice President & Senior Trust Officer |
| Kaye Wilke, Investor Relations, toll-free: (866) 809-4553 |