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): June 19, 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 June 19, 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 $27,876.27 or $0.000598 per unit, based principally upon production during the month of April 2018. The distribution is payable July 16, 2018, to unit holders of record as of June 29, 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. Hilcorp informed the Trust that it needed to estimate the revenue for the April 2018 production month, similar to the previous month, because their accounting system is not allowing them to record revenue at the well level. The June 2018 distribution includes a revenue true-up for the September 2017 and March 2018 production months. The true-up resulted in an approximately $1.5 million reduction in gross proceeds.
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 June 19, 2018. |
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 19, 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: June 19, 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 June Cash Distribution
FORT WORTH, Texas, June 19, 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 $27,876.27 or $0.000598 per Unit, based principally upon estimated oil and natural gas production during the month of April 2018. The distribution is payable July 16, 2018, to Unit Holders of record as of June 29, 2018.
Hilcorp informed the Trust that it needed to estimate the revenue for the April 2018 production month, similar to the previous month, because their accounting system is not allowing them to record revenue at the well level. The June 2018 distribution includes a revenue true-up for the September 2017 and March 2018 production months. The true-up resulted in an approximately $1.5 million reduction in gross proceeds.
Gas production for the Subject Interests totaled 3,321,522 Mcf (3,690,580 MMBtu) for April 2018. Dividing revenues by production volume yielded an average gas price for April 2018 of $1.12 per Mcf ($1.00 per MMBtu) as compared to an average gas price for March 2018 of $1.86 per Mcf ($1.67 MMBtu).
Last month the Trust reported that the May 2018 distribution included a true-up for the August 2017 production month resulting in an approximately $1.9 million reduction in gross proceeds. Hilcorp has informed the Trust that approximately $1.1 million in gas revenue was inadvertently credited to the March 2018 production month instead of the August 2017 production month. Therefore, the true-up in the May 2018 distribution resulted in an approximately $0.8 million reduction in gross proceeds versus the $1.9 million previously reported. All other information, including the May 2018 cash distribution amount remains unchanged.
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 April 2018, capital costs were $22,127. Lease operating expenses and property taxes were $2,338,363. Severance taxes were $402,072.
| 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 |