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): October 20, 2023
San Juan Basin Royalty Trust
(Exact name of registrant as specified in its charter)
| Texas | 001-08032 | 75-6279898 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS 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, 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 October 20, 2023, 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 (the “Unit Holders”) of its units of beneficial interest (the “Units”) of $2,269,587.37 or $0.048694 per Unit, based primarily upon the reported production of the Trust’s subject interests (the “Subject Interests”) during the month of August 2023, by the owner of the Subject Interests, Hilcorp San Juan L.P. The distribution is payable November 14, 2023, to the Unit Holders of record as of October 31, 2023.
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.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 20, 2023. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| PNC BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST (Registrant) | ||||||
| Date: October 20, 2023 | By: | /s/ Ross C. Durr, RPL | ||||
| Ross C. Durr, RPL | ||||||
| Senior Vice President Mineral Interest Director | ||||||
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Exhibit 99.1
News Release
San Juan Basin Royalty Trust Declares Cash Distribution for October 2023
HOUSTON, Texas, October 20, 2023 – PNC Bank, National Association, as the trustee (the “Trustee”) of the San Juan Basin Royalty Trust (the “Trust”) (NYSE: SJT), today declared a monthly cash distribution to the holders (the “Unit Holders”) of its units of beneficial interest (the “Units”) of $2,269,587.37 or $0.048694 per Unit, based primarily upon the reported production of the Trust’s subject interests (the “Subject Interests”) during the month of August 2023. The distribution is payable November 14, 2023, to the Unit Holders of record as of October 31, 2023.
For the production month of August 2023, the owner of the Subject Interests, Hilcorp San Juan L.P. and the operator of the Subject Interests, Hilcorp Energy Company (collectively, “Hilcorp”), reported to the Trust net profits of $3,148,582 gross ($2,361,436 net royalty amount to the Trust).
Hilcorp reported $6,840,879 of total revenue from the Subject Interests for the production month of August 2023, consisting of $6,409,321 of gas revenues and $431,558 of oil revenues. For the Subject Interests, Hilcorp reported $3,692,297 of production costs for the production month of August 2023, consisting of $2,185,003 of lease
operating expense, $1,051,132 of severance taxes and $456,162 of capital costs.
Based upon information provided to the Trust by Hilcorp, gas volumes for the subject interests for August 2023 totaled 2,076,932 Mcf (2,307,702 MMBtu), as compared to 1,986,071 Mcf (2,206,745 MMBtu) for July 2023. Dividing gas revenues by production volume yielded an average gas price for August 2023 of $3.09 per Mcf ($2.78 per MMBtu), as compared to an average gas price for July 2023 of $2.53 per Mcf ($2.28 per MMBtu).
Production from the Subject Interests continues to be gathered, processed, and sold under market sensitive and customary agreements, as recommended for approval by the Trust’s Consultant. 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 payments made by Hilcorp to the Trust, inclusive of sales revenues, production costs, capital expenditures, adjustments, actualizations, and recoupments. The Trust’s auditing process has also included detailed analysis of Hilcorp’s pricing and rates charged. As previously disclosed in the Trust’s filings, these revenues and costs (along with all costs) are the subject of the Trust’s ongoing comprehensive audit process by our professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available potential remedies in the event there is evidence of non-compliance.
| Contact: | San Juan Basin Royalty Trust | |
| PNC Bank, National Association | ||
| PNC Asset Management Group 2200 Post Oak Blvd., Floor 18 | ||
| Houston, TX 77056 website: www.sjbrt.com e-mail: sjt@pnc.com | ||
| Ross Durr, RPL, Senior Vice President & Mineral Interest Director | ||
| 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.