SAN JUAN BASIN ROYALTY TRUST
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Argent Trust Company, Trustee
San Juan Basin Royalty Trust
Opinion on the Financial Statements
We have audited the accompanying statements of assets, liabilities, and trust corpus of San Juan Basin Royalty Trust (“the Trust”) as of December 31, 2024 and 2023, and the related statements of distributable income and changes in trust corpus for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the assets, liabilities and trust corpus of San Juan Basin Royalty Trust as of December 31, 2024 and 2023,and its distributable income and changes in trust corpus for the years then ended, on the basis of accounting described in Note 3 to the financial statements.
As described in Note 3 to the financial statements, these financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Trust will continue as a going concern. As discussed in Note 5 to the financial statements, the entity has incurred an Excess Production Cost deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to San Juan Basin Royalty Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
WEAVER AND TIDWELL, L.L.P.
We have served as San Juan Basin Royalty Trust's auditor since 2001.
Austin, Texas
March 31, 2025
Statements of Assets, Liabilities, and Trust Corpus
| 2024 · 2023 | |||
|---|---|---|---|
| Assets | |||
| Cash and Short-Term Investments | $760,920 | $1,574,347 | |
| Net Overriding Royalty Interests in Producing Oil and Gas Properties – Net | . | 2,677,617 | 2,753,249 |
| TOTAL | $3,438,537 | $4,327,596 | |
| 2024 | 2023 | |
|---|---|---|
| Liabilities & Trust Corpus | ||
| Distribution Payable to Unit Holders | $— | $574,347 |
| Cash Reserves | 760,920 | 1,000,000 |
| Trust Corpus – 46,608,796 Units of Beneficial Interest Authorized and Outstanding | 2,677,617 | 2,753,249 |
| TOTAL | $3,438,537 | $4,327,596 |
Statements of Distributable Income
| 2024 | 2023 | |
|---|---|---|
| Royalty Income | $6,945,974 | $53,240,068 |
| Interest Income | 86,280 | 147,371 |
| Total Income | 7,032,254 | 53,387,439 |
| Expenditures – General and Administrative | 2,113,105 | 1,749,519 |
| Cash reserves (withheld) used for Trust expenses | 239,080 | — |
| Distributable Income | $5,158,229 | $51,637,920 |
| Distributable Income per Unit (46,608,796 Units) | $0.110671 | $1.107901 |
Statements of Changes in Trust Corpus
| 2024 | 2023 | |
|---|---|---|
| Trust Corpus, Beginning of Period | $2,753,249 | $2,968,707 |
| Amortization of Net Overriding Royalty Interest | (75,632) | (215,458) |
| Distributable Income | 5,158,229 | 51,637,920 |
| Distributions Declared | (5,158,229) | (51,637,920) |
| Trust Corpus, End of Period | $2,677,617 | $2,753,249 |
| Distributable Income per Unit (46,608,796 Units) | $0.110671 | $1.107901 |
These Financial Statements should be read in conjunction with the accompanying Notes to Financial Statements included herein.
Notes to Financial Statements
Trust Organization and Provisions
The Trust was established on November 1, 1980. Southland conveyed to the Trust the Royalty that burdens the Subject Interests in properties located in the San Juan Basin. Subsequent to the Conveyance of the Royalty, through a series of sales, assignments and mergers, Southland’s successor became Hilcorp, which acquired the Subject Interests from Burlington on July 31, 2017. Burlington is an indirect wholly-owned subsidiary of ConocoPhillips. Through an acquisition completed on March 24, 2006, Compass Bank succeeded TexasBank as trustee of the Trust. On September 7, 2007, Compass Bancshares, Inc. was acquired by Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) and became a wholly-owned subsidiary of BBVA. Effective June 10, 2019, Compass Bank changed its name to BBVA USA. On June 1, 2021, The PNC Financial Services Group, Inc. (“PNC”) announced that it had completed the purchase of BBVA USA Bancshares, Inc., a financial holding company, including its U.S. banking subsidiary, BBVA USA, an Alabama-chartered bank and trustee of the Trust (“BBVA USA”).
On October 8, 2021, PNC Bank, an indirect wholly-owned subsidiary of PNC, succeeded BBVA USA as the trustee of the Trust following BBVA USA’s merger with and into PNC Bank. On February 15, 2024, Argent Trust Company succeeded PNC Bank as the trustee of the Trust following the resignation of PNC Bank. The defined term “Trustee” as used herein shall refer to PNC Bank for periods from October 8, 2021 through February 14, 2024, and shall refer to Argent Trust Company for periods on and after February 15, 2024. For all periods prior to October 8, 2021, use of the defined term “Trustee” herein shall refer to the entity serving as Trustee of the Trust during the applicable time period.
On November 3, 1980, 46,608,796 Units in the Trust were distributed to the Trustee for the benefit of Southland shareholders of record as of November 3, 1980, who received one Unit in the Trust for each share of Southland common stock held. The Trust’s initial public offering was completed in 1980. The Units are traded on the New York Stock Exchange. Holders of Units are referred to herein as “Unit Holders.”
The terms of the Trust Indenture provide, among other things, that:
The Trust shall not engage in any business or commercial activity of any kind or acquire any assets other than those initially conveyed to the Trust;
The Trustee may sell up to one percent (1%) of the value (based on prior year engineering reports) of the Royalty in any 12-month period, but otherwise may not sell all or any part of the Royalty unless approved by holders of 75% of all Units outstanding. In either case, the sale must be for cash and the proceeds promptly distributed;
The Trustee may establish a cash reserve for the payment of any liability which is contingent or uncertain in amount;
The Trustee is authorized to borrow funds to pay liabilities of the Trust;
The Trustee will make monthly cash distributions to Unit Holders (see Note 2); and
The Trust will generally terminate upon the first to occur of the following events: (i) at such time as the Trust’s gross revenue for each of two successive years is less than $1.0 million per year or (ii) the Unit Holders of at least 75% of all of the Units outstanding vote in favor of termination.
Net Overriding Royalty Interest and Distribution to Unit Holders
The amounts to be distributed to Unit Holders (“Monthly Distribution Amounts”) are determined on a monthly basis by the Trustee. The Monthly Distribution Amount is an amount equal to the sum of cash received by the Trustee during a calendar month attributable to the Royalty, any reduction in cash reserves and any other cash receipts of the Trust, including interest, reduced by the sum of liabilities paid and any increase in cash reserves. If the Monthly Distribution Amount for any monthly period is a negative number, then the distribution will be zero for such month and such negative amount will be carried forward and deducted from future monthly distributions until the cumulative distribution calculation becomes a positive number, at which time a distribution will be made. Unit Holders of record will be entitled to receive the calculated Monthly Distribution Amount for each month on or before 10 business days after the monthly record date, which is generally the last business day of each calendar month.
The cash received by the Trustee consists of the Net Proceeds generated by the owner of the Subject Interests multiplied by 75%.
The initial carrying value of the Royalty of $133,275,528 represented Southland’s historical net book value at the date of the transfer of the Trust. Accumulated amortization as of December 31, 2024 and 2023 were $130,597,911 and $130,522,279, respectively.
Basis of Accounting
The financial statements of the Trust are prepared on the following basis and are not intended to present financial position and results of operations in conformity with U.S. generally accepted accounting principles:
The Royalty Income recorded for a month is the amount computed and paid by the owner of the Subject Interests, Hilcorp, the present owner of the Subject Interests, to the Trustee for the Trust. Royalty Income consists of the Net Proceeds generated by Hilcorp, multiplied by 75%. The calculation of Net Proceeds by Hilcorp for any month includes true-ups and adjustments to Net Proceeds for prior months and impacts the Royalty Income paid to the Trust and the distribution to Unit Holders for that month.
Although permitted under the Conveyance, Hilcorp has informed the Trust that, for wells operated by Hilcorp, it generally did not intend to accrue lease operating expenses to the Trust.
Hilcorp has informed the Trust that oil revenue is typically reported to the Trust based on actual volumes and pricing.
Trust expenses recorded are based on liabilities paid and cash reserves established from Royalty Income for liabilities and contingencies.
Distributions to Unit Holders are recorded when declared by the Trustee.
The conveyance which transferred the Royalty to the Trust provides that any excess of production costs applicable to the Subject Interests over Gross Proceeds from such properties must be recovered from future Net Proceeds before Royalty Income is again paid to the Trust.
Depletion and any impairment are recorded as a reduction in trust corpus instead of an expense.
The financial statements of the Trust differ from financial statements prepared in accordance with GAAP because revenues are not accrued in the month of production; certain cash reserves may be established for liabilities and contingencies which would not be accrued in financial statements prepared in accordance with GAAP; expenses are recorded when paid instead of when incurred; and amortization of the Royalty calculated on a unit-of-production basis is charged directly to trust corpus instead of as an expense. Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with GAAP, directing such entities to accrue or defer revenues and expenses in a period other than when such revenues were received or expenses were paid. Because the Trust’s financial statements are prepared on the modified cash basis, as described above, most accounting pronouncements are not applicable to the Trust’s financial statements. This comprehensive basis of accounting corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
The Trustee routinely reviews its royalty interests in oil and gas properties for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If an impairment event occurs and it is determined that the carrying value of the Trust’s royalty interests may not be recoverable, an impairment will be recognized as measured by the amount by which the carrying amount of the royalty interests exceeds the fair value of these assets, which would likely be measured by discounting projected cash flows and recorded as a reduction of trust corpus. There was no impairment of the assets as of December 31, 2024 or 2023.
Excess Production Costs
Excess Production Costs (“Excess Production Costs”) occur when Production Costs and capital expenditures exceed the Gross Proceeds for a certain period. Excess Production Costs in 2024 were due to significant lease operating expenses and capital expenditures associated with Hilcorp San Juan L.P.’s (“Hilcorp”) 2024 capital project plan. As of December 31, 2024, the Excess Production Costs were $21,248,008 gross ($15,936,006 net to the Trust). Hilcorp will not pay Royalty Income to the Trust, and no cash distributions will be made by the Trust until the balance of Excess Production Costs is extinguished, Trust liabilities are paid in full, and the Trust’s cash reserves are replenished.
| Underlying Properties | Net to the Trust | |
|---|---|---|
| Cumulative Excess Production Costs remaining at 12/31/2023 | $— | $— |
| Net Excess Production Costs (recovery) for the quarter ended 3/31/24 | $— | $— |
| Net Excess Production Costs (recovery) for the quarter ended 6/31/24 | $1,655,045 | $1,241,284 |
| Net Excess Production Costs (recovery) for the quarter ended 9/30/24 | $10,294,620 | $7,720,965 |
| Net Excess Production Costs (recovery) for the quarter ended 12/31/24 | $21,248,008 | $15,936,006 |
| Cumulative Excess Production Costs remaining at 12/31/2024 | $21,248,008 | $15,936,006 |
| Accrued interest at 12/31/24 | $— | $— |
| Total remaining to be recovered at 12/31/24 | $21,248,008 | $15,936,006 |
Liquidity and Going Concern
In each of the months from May 2024 through December 2024, the Trust did not receive any Royalty Income, and interest income received was insufficient to pay Trust liabilities. Due to these circumstances, the Trust used cash reserves to pay the Trust’s liabilities that interest income did not cover. The Trust expects to continue to draw on cash reserves for all Trust liabilities not covered by interest income until such time as the Trust begins receiving Royalty Income again. The Trust is permitted to borrow funds against the Royalty to cover the Trust’s operating expenses until such time as the Trust extinguishes the balance of excess Production Costs incurred in 2024 and receives sufficient Royalty Income to replenish cash reserves. The cash reserve balance was $760,919 on December 31, 2024. As of March 21, 2025, the balance of cash reserves held by the Trust to cover Trust liabilities was $258,521.
The anticipated deficit in income to pay the Trust’s liabilities described above raises substantial doubt about the Trust’s ability to continue as a going concern within one year after issuance date of the financial statements. The Trustee, on behalf of the Trust, is currently evaluating commercial lending options available to the Trust to cover the Trust’s liabilities once cash reserves are depleted.
The accompanying financial statements have been prepared assuming that the Trust will continue as a going concern; however, the above conditions raise substantial doubt about the Trust’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Trust be unable to continue as a going concern.
Federal Income Taxes
For federal income tax purposes, the Trust constitutes a fixed investment trust which is taxed as a Grantor Trust. A Grantor Trust is not subject to tax at the trust level. The Unit Holders are considered to own the Trust’s income and principal as though no trust were in existence. The income of the Trust is deemed to have been received or accrued by each Unit Holder at the time such income is received or accrued by the Trust rather than when distributed by the Trust.
The Trust is a WHFIT classified as a NMWHFIT for federal income tax purposes. The Trustee is the representative of the Trust that will provide tax information in accordance with the applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT and a NMWHFIT.
The Royalty constitutes an “economic interest” in oil and natural gas properties for federal income tax purposes. Unit Holders must report their share of the production revenues of the Trust as ordinary income from oil and natural gas royalties and are entitled to claim depletion with respect to such income. The Royalty is treated as a single property for depletion purposes. The Trust has on file technical advice memoranda confirming such tax treatment.
Under present law, the Trust’s production and sale of natural gas from Coal Seam Wells does not qualify for tax credit under Section 45K of the Code (the “Section 45 Tax Credit”). Congress has at various times since 2002 considered energy legislation, including provisions to reinstate the Section 45 Tax Credit in various ways and to various extents, but no legislation that would qualify the Trust’s current production for such credit has been enacted. No prediction can be made as to what future tax legislation affecting Section 45K of the Code may be proposed or enacted or, if enacted, its impact, if any, on the Trust and the Unit Holders.
The classification of the Trust’s income for purposes of the passive loss rules may be important to a Unit Holder. As a result of the Tax Reform Act of 1986, royalty income such as that derived through the Trust will generally be treated as portfolio income that may not be offset or reduced by passive losses.
Tax positions taken by the Trust related to the Trust’s pass-through status and state tax positions have been reviewed, and the Trustee is of the opinion that material positions taken would more likely than not be sustained by examination. As of December 31, 2024, the Trust’s tax years 2021 and thereafter remain subject to examination.
Certain Contracts
As part of the transition from Burlington to Hilcorp, Hilcorp has assumed, or been assigned, all the natural gas purchase, gathering and processing contracts affecting the Subject Interests. Natural gas produced from the Subject Interests is processed at the following sites: Chaco, Val Verde, Milagro, Ignacio or Kutz plants, all located in the San Juan Basin. Hilcorp sells natural gas produced from the Subject Interests under various contracts. The Trust is not a party to any of the purchase, gathering or processing contracts, and thus the Trust has limited knowledge over the terms of the various contracts and lacks the ability to influence such terms. As part of the 1996 settlement of litigation filed by the Trustee in 1992 against Burlington and Southland, the Trustee and Burlington established a formal protocol pursuant to which compliance auditors, retained by the Trustee, have access to Burlington and its successors’ books and records, which protocol has been adopted by Hilcorp.
Significant Customers
Information as to significant purchasers of oil and natural gas production attributable to the Trust’s economic interests is included in Note 7 above.
Development Costs
Hilcorp’s capital budget plans for the Subject Interests are delivered to the Trustee at the beginning of each calendar year. The estimates are subject to change, based on, among other things, Hilcorp’s actual capital requirements, the pace of regulatory approvals, the mix of projects and swings in the price of natural gas.
Both the estimated annual capital expenditures and the actual expenses reported by Hilcorp include amounts attributable to capital budgets for prior years because capital expenditures are deducted in calculating Royalty Income in the month they accrue and projects within a given year’s budget often extend into subsequent years. Further, Hilcorp’s accounting period for capital expenditures runs from January through December 31 of each calendar year, which corresponds and is reported in Trust Distribution months March of the same calendar year through February of the following calendar year. In addition, with respect to wells not operated by Hilcorp, Hilcorp’s share of capital expenditures may not be paid until the following year(s) after those expenses were incurred by the operator.
For calendar year 2024, Hilcorp projected capital expenditures of approximately $34.0 million (the “2024 Plan”). Hilcorp informed the Trust that actual capital expenditures of $23.9 million were included in calculating the Trust’s Royalty Income in calendar year 2024. Hilcorp reports that approximately $19.4 million was spent on two new horizontal drilling projects in the Mancos formation, approximately $3.7 million was spent on recompletions and workovers, and approximately $0.8 million was spent on facilities projects related to natural gas compression and other facility projects. The remainder of Hilcorp’s capital expenditures related to the 2024 Plan were included in the Trust’s Royalty calculations in January and February 2025 as the Trust recognizes production two months following the actual production. The Trust’s Royalty Income calculations for a given calendar year are based on the actual natural gas and oil production (and Hilcorp’s associated costs) during the period beginning with November of the preceding calendar year through October of the given calendar year.
On February 13, 2025, the Trust announced that Hilcorp had provided the Trust with its 2025 capital project plan for the Subject Interests (the “2025 Plan”), and Hilcorp has estimated its 2025 capital expenditures for the Subject Interests to be $9.0 million. Hilcorp informed the Trust that its 2025 Plan for the Subject Interests includes 29 projects. Approximately $4.0 million of the $9.0 million budget in the 2025 Plan will be allocated to seven new vertical drill projects, all completed in the Dakota/Mesa Verde formations. Approximately $4.5 million of the $9.0 million budget will be allocated to 22 projects for recompletions and workovers in the Fruitland Coal formation, and approximately $0.5 million of the $9.0 million budget will be allocated to facilities projects related to natural gas compression and other facility projects. Hilcorp further informed the Trust that its planned project status for 2025 is subject to revision if Hilcorp revises its assumptions underlying the 2025 Plan, and that actual capital costs may vary from these estimates.
Settlements and Litigation
None.
Supplemental Oil and Gas Reserve Information (Unaudited)
Proved Oil and Natural Gas Reserves
Proved oil and gas reserves have been estimated by independent petroleum engineers. Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods, and government regulation before the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods in which the cost of the required equipment is relatively minor compared with the cost of a new well. Due to the inherent uncertainties and the limited nature of reservoir data, such estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of these reserves may be substantially different from the original estimate. Revisions result primarily from new information obtained from development drilling and production history and from changes in economic factors. In addition, the reserves estimates are presented in their entirety and do not take into account the accumulated Excess Production Costs of $21,248,008 gross ($15,936,006 net to the Trust) as of December 31, 2024, the balance of which will be recovered from any future Net Proceeds before Royalty Income until the balance of Excess Production Costs is extinguished in full.
The following table presents a reconciliation of proved reserve quantities attributable to the Royalty from December 31, 2021, to December 31, 2024:
| Crude Oil andCondensate(MBbls) | Natural Gas(MMcf) | Barrel of Oil Equivalent (BOE) | |
|---|---|---|---|
| Reserves as of December 31, 2021 | 234 | 84,142 | 14,258 |
| Revisions of previous estimates | 141 | 75,085 | 12,655 |
| Extensions, discoveries and other additions | 2 | 1,386 | 233 |
| Production | (24) | (13,972) | (2,353) |
| Reserves as of December 31, 2022 | 353 | 146,641 | 24,793 |
| Revisions of previous estimates | (138) | (80,566) | (13,565) |
| Extensions, discoveries and other additions | 0 | 9,428 | 1,571 |
| Production | (29) | (8,881) | (1,509) |
| Reserves as of December 31, 2023 | 186 | 66,622 | 11,290 |
| Revisions of previous estimates | (36) | (2,590) | (468) |
| Extensions, discoveries and other additions | 0 | 423 | 71 |
| Production | (18) | (2,360) | (411) |
| Reserves as of December 31, 2024 | 132 | 62,095 | 10,481 |
Standardized Measure of Discounted Future Net Cash Flows
The following is a summary of a standardized measure of discounted future net cash flows related to the Trust’s total proved natural gas and oil reserve quantities. Information presented is based upon valuation of proved reserves by using discounted cash flows based upon average oil and gas prices during the 12-month period prior to the fiscal year-end, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions and severance and ad valorem taxes, if any, and economic conditions, discounted at the required rate of 10%. As the Trust is not subject to taxation at the trust level, no provision for income taxes has been made in the following disclosure. Trust prices may differ from posted New York Mercantile Exchange prices due to differences in product quality and property location. The impact of changes in current prices on reserves could vary significantly from year to year. Accordingly, the information presented below should not be viewed as an estimate of the fair market value of the Trust’s oil and natural gas reserves or the costs that would be incurred to acquire equivalent reserves. A market value determination would require the analysis of additional parameters.
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (in thousands) | ||
| Future cash inflows | $151,456 | $184,337 |
| Future costs | (19,581) | (23,234) |
| Future net cash flows | $131,875 | $161,103 |
| Discount of future net cash flows at 10% | (54,984) | (80,547) |
| Standardized measure of discounted future net cash flows | $76,890 | $80,556 |
Estimates of proved oil and natural gas reserves are by their nature imprecise. Estimates of future net revenue attributable to proved reserves are sensitive to the unpredictable prices of oil and natural gas and other variables. Accordingly, under the allocation method used to derive the Trust’s quantity of proved reserves, changes in prices will result in changes in quantities of proved oil and natural gas reserves and estimated future net revenues. The reserves estimates are presented in their entirety and do not take into account the accumulated Excess Production Costs of $21,248,008 gross ($15,936,006 net to the Trust) as of December 31, 2024, the balance of which will be recovered from Net Proceeds before Royalty Income until the balance of Excess Production Costs is extinguished in full.
The 2024 and 2023 changes in the standardized measure of discounted future net cash flows related to future Royalty Income from proved reserves are as follows:
| 2024 | 2023 | |
|---|---|---|
| (in thousands) | ||
| Balance, January 1 | $80,556 | $396,885 |
| Revisions of prior-year estimates, change in prices and other | (4,959) | (303,097) |
| Extensions, discoveries and other additions | 183 | 319 |
| Accretion of discount | 8,056 | 39,689 |
| Royalty Income | (6,946) | (53,240) |
| Balance, December 31 | $76,890 | $80,556 |
Reserve quantities and revenues shown in the tables above for the Royalty were estimated from projections of reserves and revenues attributable to the combined Hilcorp and Trust interests. Reserve quantities attributable to the Royalty were derived from estimates by allocating to the Royalty a portion of the total net reserve quantities of the interests, based upon gross revenue less production taxes. Because the reserve quantities attributable to the Royalty are estimated using an allocation of the reserves, any changes in prices or costs will result in changes in the estimated reserve quantities allocated to the Royalty. Therefore, the reserve quantities estimated will vary if different future price and cost assumptions occur. The future net cash flows were determined without regard to future federal income tax credits, if any, available to production from Coal Seam Wells. Reserve quantity estimates do not take into account the Excess Production Costs of $21,248,008 gross ($15,936,006 net to the Trust) as of December 31, 2024, the balance of which will continue to be recovered from Net Proceeds before Royalty Income until the balance of Excess Production Costs is extinguished in full.
For 2024, $2.32 per Mcf of natural gas and $66.35 per Bbl of oil were used in determining future net revenue. These prices were based on a 12-month unweighted average of the first-day-of-the-month pricing of $2.13 per MMBtu of Henry Hub natural gas and $75.48 per Bbl of West Texas Intermediate oil. The decrease in reserve quantities for 2024 is due primarily to lower natural gas prices.
For 2023, $2.50 per Mcf of natural gas and $67.59 per Bbl of oil were used in determining future net revenue. These prices were based on a 12-month unweighted average of the first-day-of-the-month pricing of $2.64 per MMBtu of Henry Hub natural gas and $78.22 per Bbl of West Texas Intermediate oil.
Quarterly Schedule of Distributable Income (Unaudited)
The following is a summary of the unaudited quarterly schedule of distributable income for the two years ended December 31, 2024 and 2023 (in thousands, except per unit amounts):
| 2024 | RoyaltyIncome | DistributableIncome | DistributableIncome PerUnit |
|---|---|---|---|
| First Quarter | $5,091 | $4,093 | $0.087806 |
| Second Quarter | 1,855 | 1,066 | 0.022864 |
| Third Quarter | — | — | — |
| Fourth Quarter | — | — | — |
| Total | $6,946 | $5,159 | $0.110671 |
| 2023 | RoyaltyIncome | DistributableIncome | DistributableIncome PerUnit |
|---|---|---|---|
| First Quarter | $36,417 | $35,971 | $0.771771 |
| Second Quarter | 8,519 | 8,088 | 0.173518 |
| Third Quarter | 4,320 | 3,947 | 0.084685 |
| Fourth Quarter | 3,984 | 3,632 | 0.077927 |
| Total | $53,240 | $51,638 | $1.107901 |
Commitments and Contingencies
Contingencies related to the Subject Interests that are unfavorably resolved would generally be reflected by the Trust as reductions to future Royalty Income payments to the Trust with corresponding reductions to cash distributions to Unit Holders. The Conveyance provides that any Excess Production Costs applicable to the Subject Interests over Gross Proceeds from such properties must be recovered from future Net Proceeds before Royalty Income is again paid to the Trust. The Trust is not obligated to reimburse Hilcorp for any Excess Production Costs if future Gross Proceeds from the Subject Interests are insufficient to cover such costs. The Trust has not received Royalty Income since April 2024 due to Excess Production Costs. The Conveyance provides that any Excess Production Costs applicable to the Subject Interests over the amount of Gross Proceeds from such properties must be recovered from Net Proceeds before Royalty Income will be paid to the Trust. As of December 31, 2024, the balance of cumulative Excess Production Costs was $21,248,008 gross ($15,936,006 net to the Trust). No cash distributions will be made by the Trust until future net proceeds are sufficient to extinguish the balance of Excess Production Costs and replenish the Trust’s cash reserves.
Geo-Political Uncertainties. Prices for goods and services have risen during 2024, and inflationary pressures have accelerated during 2024, as regional and global commodity prices have risen in response to the conflicts in Eastern Europe and the Middle East. Hilcorp informed the Trust that it does not have any specific comments regarding these conflicts.
Gross Proceeds and Production Cost Estimates. Hilcorp began transitioning to a new accounting system effective with January 2021 production (March 2021 reporting month), and initially reported estimated revenues and severance taxes on the distributions to the Trust. Hilcorp informed the Trust that it completed the transition to its new accounting system and began to report actual, not estimated, revenue and expenses for operated wells beginning with the June 2021 production month (August 2021 reporting month). Hilcorp’s process of reconciling actual revenue and severance taxes to the previously reported estimates, and the reversal and rebooking of the actualized revenues for 2021 production months for non-operated properties, was completed in the February and March 2022 reporting months.
During 2022, various adjustments were made for the 2021 and 2022 production periods as a result of Hilcorp’s process review of the new accounting system. Hilcorp has informed the Trustee that it has implemented additional controls to enhance the reporting process and reduce the need for future corrections. Hilcorp has indicated that it will coordinate with the Trustee on the timing of any further adjustments, following which the Trustee will communicate that timing to investors.
In January 2023, Hilcorp notified the Trust that the accounting project, begun in 2021 to review the production volume allocations for 2017 through 2020, had been completed. These reallocations affected the volumes for many of the Trust properties and may result in future revisions to previously reported revenues and severance taxes. On February 17, 2023, Hilcorp presented initial proposed adjustments for 2017 revenues. 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 the Trust’s professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available remedies in the event there is evidence of non-compliance.
In the course of the most recent audit process by the Trustee, certain exceptions to the several different categories of expenses (specifically offsite labor, overhead, operator-owned compressors and saltwater disposal facilities) for the years 2017 through 2020 were identified that the Trustee believed resulted in an underpayment of royalties owed to the Trust for those years. The Trustee engaged in extensive discussions with Hilcorp regarding these exceptions that culminated in Hilcorp’s payment of the sum of $1,037,093, which included the accumulated interest incurred as a result of the underpayment. The audit settlement payment was included in the September 2023 distribution to Unit Holders.
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 all payments made by Hilcorp to the Trust, including adjustments, true-ups, and recoupments. In addition, the Trustee continues to consult with outside counsel to review the rights of the Trust with respect to these matters and to evaluate any available potential legal remedies.
Subsequent Events
Since January 1, 2025, the Trust has announced the following monthly cash distributions to the holders of its Units:
On January 21, 2025, the Trust announced no cash distribution.
On February 18, 2025, the Trust announced no cash distribution.
On March 21, 2025, the Trust announced no cash distribution.
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