Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
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, 2023 and 2022, 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, 2023 and 2022, 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.
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 Trusts 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 Trusts auditor since 2001.
Austin, Texas
April 1, 2024
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Statements of Assets, Liabilities, and Trust Corpus
2023
2022
ASSETS
Cash and Short-Term Investments
$
1,574,347
$
5,488,194
Net Overriding Royalty Interests in Producing Oil and Gas Properties Net
2,753,249
2,968,707
TOTAL
$
4,327,596
$
8,456,901
2023
2022
LIABILITIES & TRUST CORPUS
Distribution Payable to Unit Holders
$
574,347
$
4,488,194
Cash Reserves
1,000,000
1,000,000
Trust Corpus 46,608,796 Units of Beneficial Interest Authorized and Outstanding
2,753,249
2,968,707
TOTAL
$
4,327,596
$
8,456,901
Statements of Distributable Income
December 31, 2023 and 2022
2023
2022
Royalty Income
$
53,240,068
$
79,008,985
Interest Income
147,371
57,186
Total Income
53,387,439
79,066,171
Expenditures General and Administrative
1,749,519
1,466,718
Distributable Income
$
51,637,920
$
77,599,453
Distributable Income per Unit (46,608,796 Units)
$
1.107901
$
1.664908
Statements of Changes in Trust Corpus
December 31, 2023 and 2022
2023
2022
Trust Corpus, Beginning of Period
$
2,968,707
$
3,690,847
Amortization of Net Overriding Royalty Interest
(215,458
)
(722,140
)
Distributable Income
51,637,920
77,599,453
Distributions Declared
(51,637,920
)
(77,599,453
)
Trust Corpus, End of Period
$
2,753,249
$
2,968,707
Distributable Income per Unit (46,608,796 Units)
$
1.107901
$
1.664908
These Financial Statements should be read in conjunction with the accompanying Notes to Financial
Statements included herein.
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Notes to Financial Statements
1. 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, Southlands 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 USAs 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 Trusts 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
Trusts 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.
2. 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
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Notes to Financial Statements (Continued)
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 Southlands historical net book
value at the date of the transfer of the Trust. Accumulated amortization as of December 31, 2023 and 2022 were $130,522,279 and $130,306,821, respectively.
3. 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 Trusts financial statements are prepared on the modified cash basis, as described above, most accounting pronouncements are not applicable to the Trusts 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.
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Notes to Financial Statements (Continued)
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 Trusts 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, 2023 or 2022.
4. 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 Trusts 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
Trusts 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 Trusts 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 Trusts 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 Trusts 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, 2023, the Trusts tax years 2020 and thereafter remain subject to examination.
5.
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
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Notes to Financial Statements (Continued)
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.
6. Significant Customers
Information as to significant purchasers of oil and natural gas production attributable to the Trusts economic interests is included in
Note 5 above.
7. Development Costs
Hilcorps 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, Hilcorps 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 years budget often extend into subsequent years. Further, Hilcorps 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, Hilcorps share of capital expenditures may not be paid until the following year(s) after those expenses were incurred by the operator.
Hilcorps 2023 capital expenditures plan for the Subject Interests estimated capital expenditures of $4.4 million for well
recompletions and workovers, for facility projects primarily related to natural gas compression, and for permitting and surveying costs for future new drill projects. Actual capital expenditures of approximately $2.2 million were included in
calculating royalty income paid to the Trust in calendar year 2023.
On February 16, 2024, the Trust announced that Hilcorp had provided
the Trust with its 2024 capital project plan for the Subject Interests (the 2024 Plan), and Hilcorp has estimated its 2024 capital expenditures for the Subject Interests to be $36.0 million. This plan was updated on March 6,
2024, with a reduction of approximately $2.0 million, bringing the total estimate of 2024 capital expenditures to $34.0 million. Hilcorp informed the Trust that its 2024 Plan will allocate approximately $25.0 million of the 2024
Plans budget toward two drilling projects in the Mancos formation. Approximately $8.0 million of the 2024 Plans budget will be allocated to 36 well recompletions and workovers scheduled to be completed in the Mesaverde and Fruitland
Coal formations. Approximately $1.0 million of the 2024 Plans budget will be allocated to facilities projects related to natural gas compression. Hilcorp further informed the Trust that its planned project status for 2024 is subject to
revision if Hilcorp revises its assumptions underlying the 2024 Plan, in which event the actual capital costs may vary from these estimates.
8. Settlements and Litigation
On
March 8, 2024, Plaintiffs First Amended Petition was filed in a lawsuit styled Michael Tollett v. Enterprise Products Partners, LP, Primoris Energy Services Corporation, and Bayou Electrical Services, LLC, No. 2023-79550 in
the 127 th District Court in Harris County, Texas. That amended petition named additional defendants, including among others, Hilcorp San Juan Basin Royalty Trust (sic). The litigation seeks
damages for an alleged personal injury. Following discussions between counsel for the Trust and the Plaintiffs counsel, a proposed Plaintiffs Motion to Nonsuit without Prejudice (the Motion) was agreed upon and filed. The
Motion was granted by the court on March 27, 2024, releasing the Trust from the litigation.
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Notes to Financial Statements (Continued)
9. 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.
The following table presents a
reconciliation of proved reserve quantities attributable to the Royalty from December 31, 2020, to December 31, 2023:
Crude Oil and
Condensate
(MBbls)
Natural Gas
(MMcf)
Reserves as of December 31, 2020
147
38,003
Revisions of previous estimates
116
56,309
Extensions, discoveries and other additions
2
859
Production
(31
)
(11,029
)
Reserves as of December 31, 2021
234
84,142
Revisions of previous estimates
141
75,085
Extensions, discoveries and other additions
2
1,386
Production
(24
)
(13,972
)
Reserves as of December 31, 2022
353
146,641
Revisions of previous estimates
(138
)
(80,566
)
Extensions, discoveries and other additions
0
9,428
Production
(29
)
(8,881
)
Reserves as of December 31, 2023
186
66,622
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 Trusts 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
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Notes to Financial Statements (Continued)
below should not be viewed as an estimate of the fair market value of the Trusts 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,
2023
2022
(in thousands)
Future cash inflows
$
184,337
$
939,104
Future costs
(23,234
)
(109,968
)
Future net cash flows
$
161,103
$
829,136
Discount of future net cash flows at 10%
(80,547
)
(432,251
)
Standardized measure of discounted future net cash flows
$
80,556
$
396,885
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 Trusts 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 2023 and 2022 changes
in the standardized measure of discounted future net cash flows related to future Royalty Income from proved reserves are as follows:
2023
2022
(in thousands)
Balance, January 1
$
396,885
$
134,227
Revisions of prior-year estimates, change in prices and other
(303,097
)
326,027
Extensions, discoveries and other additions
319
2,217
Accretion of discount
39,689
13,423
Royalty Income
(53,240
)
(79,009
)
Balance, December 31
$
80,556
$
396,885
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.
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 $2.637 per MMBtu of Henry Hub natural gas and $78.22
per Bbl of West Texas Intermediate oil. The decrease in reserve quantities for 2023 is due primarily to lower natural gas prices.
For
2022, $6.09 per Mcf of natural gas and $83.28 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 $6.36 per MMBtu of Henry Hub natural gas and $93.67 per Bbl of West Texas Intermediate oil.
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Notes to Financial Statements (Continued)
10. 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, 2023 and 2022
(in thousands, except per unit amounts):
2023
Royalty
Income
Distributable
Income
Distributable
Income Per
Unit
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
2022
Royalty
Income
Distributable
Income
Distributable
Income Per
Unit
First Quarter
$
14,890
$
14,369
$
0.308294
Second Quarter
13,723
13,343
0.286277
Third Quarter
21,346
21,111
0.452950
Fourth Quarter
29,050
28,776
0.617387
Total
$
79,009
$
77,599
$
1.664908
11. 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.
Geo-Political Uncertainties. Prices for goods and services have risen during 2023, and inflationary pressures have accelerated during 2023, as regional and global commodity prices have risen in response to the
conflicts in Ukraine 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). Hilcorps 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 Hilcorps 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
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Notes to Financial Statements (Continued)
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 Trusts 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 Trusts auditing process has also included detailed analysis of Hilcorps pricing and rates charged. As previously
disclosed in the Trusts filings, these revenues and costs (along with all costs) are the subject of the Trusts ongoing comprehensive audit process by the Trusts 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 Hilcorps payment of the sum of $1,037,093.45, 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 Trusts 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.
12. Subsequent Events
Since
January 1, 2024, the Trust has announced the following monthly cash distributions to the holders of its Units:
On January 19, 2024, the Trust announced a cash distribution of $758,308.20 or $0.016270 per Unit, based
primarily upon production during the month of November 2023, that was subsequently paid on February 14, 2024.
On February 16, 2024, the Trust announced a cash distribution of $1,410,308.78 or $0.030258 per Unit, based
primarily upon production during the month of December 2023, that was subsequently paid on March 14, 2024.
On March 18, 2024, the Trust announced a cash distribution of $1,923,926.56 or $0.041278 per Unit, based
primarily upon production during the month of January 2024, payable on April 12, 2024.
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.