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): August 21, 2020
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.) |
BBVA USA, Trust Department
2200 Post Oak Blvd., Floor 18
Houston, TX 77056
(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)) |
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 | NYSE |
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 August 21, 2020, the San Juan Basin Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that it will not declare a monthly cash distribution to the holders of its Units of beneficial interest due to prior excess production costs from the April 2020 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 August 21, 2020. |
2
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.
| BBVA USA, AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST (Registrant) | ||||||
| Date: August 21, 2020 | By: | /s/ Joshua R. Peterson | ||||
| Joshua R. Peterson | ||||||
| Head of Trust Real Assets & Mineral Resources and Senior Vice President | ||||||
4
Exhibit 99.1
San Juan Basin Royalty Trust
News Release
San Juan Basin Royalty Trust Declares No Cash Distribution for August 2020
HOUSTON, Texas, August 21, 2020 – BBVA USA, as Trustee of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT), today reported that it will not declare a monthly cash distribution to the holders of its Units of beneficial interest (the “Unit Holders”) due to prior excess production costs from the April 2020 production month. Excess production costs occur when production costs and capital expenditures exceed the gross proceeds for a certain period.
For the production month of June 2020, the operator of the Trust’s subject interests, Hilcorp San Juan L.P. (“Hilcorp”), reported to the Trust profits of $260,170 gross ($195,128 net to the Trust), which reduced, but did not eliminate, the previously reported excess production costs of $1,114,888 gross ($836,166 net to the Trust). Hilcorp will charge the remaining excess production costs of $854,718 gross ($641,038 net to the Trust) to the next month’s distribution.
Cash reserves will be utilized to pay Trust administrative expenses of $100,369 for the month. No cash distributions will be distributed by the Trust until future net proceeds are sufficient to pay then-current Trust liabilities and replenish cash reserves.
Based upon information provided to the Trust by Hilcorp, gas production for the subject interests totaled 2,005,697 Mcf (2,228,552 MMBtu) for June 2020, as compared to 1,749,344 Mcf (1,943,716 MMBtu) for May 2020. Dividing revenues by production volume yielded an average gas price for June 2020 of $1.09 per Mcf ($0.98 per MMBtu), as compared to an average gas price for May 2020 of $2.13 per Mcf ($1.91 per MMBtu).
Hilcorp has advised the Trust that the June 2020 reporting month included additional profits of $118,478 gross ($88,858 net to the Trust) based on true-ups for the February 2018 and January 2020 production months. The June 2020 reporting month also includes a reimbursement by the Trust to Hilcorp of $0.1 million, being a portion of the total $2.0 million in “Other” revenue that was included in the estimated gross proceeds in the December 2017 and January 2018 distribution months.
Hilcorp also reported that for the reporting month of June 2020, revenue included an estimated $100,000 for non-operated revenue. For the month ended June 2020, Hilcorp reported to the Trust capital costs of $12,127, lease operating expenses and property taxes of $1,711,990, and severance taxes of $580,478.
| Contact: | San Juan Basin Royalty Trust | |||
| BBVA USA, Trustee | ||||
| 2200 Post Oak Blvd., Floor 18 | ||||
| Houston, TX 77056 | ||||
| website: www.sjbrt.com e-mail: sjt.us@bbva.com | ||||
| Joshua R. Peterson, Head of Trust Real Assets & Mineral Resources | ||||
| and Senior Vice President | ||||
| Kaye Wilke, Investor Relations, toll-free: (866) 809-4553 | ||||
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. Such forward-looking statements generally are accompanied by words such as “estimates,” “anticipates,” “could,” “plan,” or other words that convey the uncertainty of future events or outcomes. 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, certain information provided to the Trust by Hilcorp, 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.