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Mesa Royalty Trust
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-09-19 Earnings, Exhibits
8-K 2019-08-19 Earnings, Exhibits
8-K 2019-07-18 Earnings, Exhibits
8-K 2019-06-18 Earnings, Exhibits
8-K 2019-05-20 Earnings, Exhibits
8-K 2019-04-17 Earnings, Exhibits
8-K 2019-03-18 Earnings, Exhibits
8-K 2019-02-18 Earnings, Exhibits
8-K 2019-01-18 Earnings, Exhibits
8-K 2018-12-17 Earnings, Exhibits
8-K 2018-11-19 Earnings, Exhibits
8-K 2018-10-17 Earnings, Exhibits
8-K 2018-09-17 Earnings, Exhibits
8-K 2018-08-20 Earnings, Exhibits
8-K 2018-07-19 Earnings, Exhibits
8-K 2018-06-15 Earnings, Exhibits
8-K 2018-05-18 Earnings, Exhibits
8-K 2018-04-18 Earnings, Exhibits
8-K 2018-03-19 Earnings, Exhibits
8-K 2018-02-16 Earnings, Exhibits
8-K 2018-01-19 Earnings, Exhibits
OKE Oneok 29,380
PXD Pioneer Natural Resources 20,253
SNDE Sundance Energy Australia 859
HPR Highpoint Resources 269
SDRL Seadrill 239
PNRG Primeenergy 230
LLEX Lilis Energy 28
ROSE Rosehill Resources 23
CKX CKX Lands 19
SDT Sandridge Mississippian Trust I 0
MTR 2019-06-30
Part I-Financial Information
Item 1. Financial Statements.
Note 1-Trust Organization and Provisions
Note 2-Basis of Presentation
Note 3-Legal Proceedings
Note 4-Income Tax Matters
Note 5-Excess Production Costs
Note 6-Distributable Income per Unit
Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part Ii-Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 6. Exhibits.
EX-31 a2239493zex-31.htm
EX-32 a2239493zex-32.htm

Mesa Royalty Trust Earnings 2019-06-30

MTR 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 a2239493z10-q.htm 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended June 30, 2019

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                        to                       

Commission File Number: 1-7884

MESA ROYALTY TRUST
(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction of
Incorporation or Organization)
  76-6284806
(I.R.S. Employer
Identification No.)

The Bank of New York Mellon Trust Company, N.A.,
Trustee
601 Travis Street, Floor 16
Houston, Texas
(Address of Principal Executive Offices)

 

77002
(Zip Code)

1-713-483-6020
(Registrant's Telephone Number, Including Area Code)

         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 of Beneficial Interest   MTR   New York Stock Exchange



         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company ý

Emerging growth company o

         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. o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         As of August 14, 2019—1,863,590 Units of Beneficial Interest were outstanding in Mesa Royalty Trust.

   



DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

        This Form 10-Q includes "forward-looking statements" about Mesa Royalty Trust (the "Trust") and other matters discussed herein that are subject to risks and uncertainties that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact included in this document, including, without limitation, statements under "Trustee's Discussion and Analysis of Financial Condition and Results of Operations," including the Trust's or any Working Interest Owner's (as defined in "Note 1—Trust Organization and Provisions") future financial position, status in any insolvency proceeding, business strategy, budgets, projected costs, plans and objectives for future operations, information regarding target distributions, statements regarding reconciliation and adjustment of estimated versus actual revenue and expense amounts, statements pertaining to future development activities and costs, statements regarding the number of development wells to be completed in future periods, and information regarding production and reserve growth, are forward-looking statements. Actual outcomes and results, which are substantially all outside of the Trust's control, may differ materially from those projected. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "possibly," "could," "may," "can," "foresee," "plan," "goal," "assume," "target," "should," "intend" or other words that convey the uncertainty of future events or outcomes. These statements are based on certain assumptions made by the Trust in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. The Trustee (as defined herein) relies on the Working Interest Owners for information regarding the Subject Interests (as defined in "Note 1—Trust Organization and Provisions"), the Royalty (as defined in "Note 1—Trust Organization and Provisions"), and the Working Interest Owners themselves.

        Although the information provided by the Working Interest Owners provides a reasonable basis for the forward-looking statements contained herein, no assurance can be given that such expectations will prove to be correct. Whether actual results and developments will conform with such expectations and predictions is subject to a number of risks and uncertainties, including the risk factors discussed in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2018, the risk factors discussed herein, and those set forth from time to time in the Trust's filings with the Securities and Exchange Commission (the "SEC"), which could affect the future results of the energy industry in general, and the Trust and Working Interest Owners in particular, and could cause those results to differ materially from those expressed in such forward-looking statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Working Interest Owners' businesses and the Trust. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in such forward-looking statements. The Trust undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.

1



PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements.


MESA ROYALTY TRUST

STATEMENTS OF DISTRIBUTABLE INCOME

(Unaudited)

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2019   2018   2019   2018  

Royalty income

  $ 588,481   $ 530,259   $ 1,315,350   $ 1,277,877  

Interest income

    9,012     5,843     16,983     10,400  

General and administrative expense

    (50,166 )   (52,096 )   (97,712 )   (168,854 )

Distributable income

  $ 547,327   $ 484,006   $ 1,234,621   $ 1,119,423  

Distributable income per unit

  $ 0.2937   $ 0.2597   $ 0.6625   $ 0.6007  

Units outstanding

    1,863,590     1,863,590     1,863,590     1,863,590  


STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

 
  June 30,
2019
  December 31,
2018
 
 
  (Unaudited)
   
 

ASSETS

 

Cash and short-term investments

  $ 1,603,686   $ 1,604,884  

Net overriding royalty interest in oil and gas properties

    42,498,034     42,498,034  

Accumulated amortization

    (40,835,212 )   (40,744,388 )

Total assets

  $ 3,266,508   $ 3,358,530  

LIABILITIES AND TRUST CORPUS

 

Distributions payable

  $ 604,003   $ 566,518  

Trust corpus (1,863,590 units of beneficial interest authorized, issued and outstanding)

    2,662,505     2,792,012  

Total liabilities and trust corpus

  $ 3,266,508   $ 3,358,530  

   

(The accompanying notes are an integral part of these financial statements.)

2



MESA ROYALTY TRUST

STATEMENTS OF CHANGES IN TRUST CORPUS

(Unaudited)

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2019   2018   2019   2018  

Trust corpus, beginning of period

  $ 2,757,934   $ 2,963,395   $ 2,792,012   $ 3,097,932  

Distributable income

    547,327     484,006     1,234,621     1,119,423  

Distributions to unitholders

    (604,003 )   (550,605 )   (1,273,303 )   (1,249,968 )

Amortization of net overriding royalty interest

    (38,753 )   (56,311 )   (90,825 )   (126,902 )

Trust corpus, end of period

  $ 2,662,505   $ 2,840,485   $ 2,662,505   $ 2,840,485  

   

(The accompanying notes are an integral part of these financial statements.)

3



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1—Trust Organization and Provisions

        The Trust, created under the laws of the State of Texas, maintains its offices at the office of the Trustee, The Bank of New York Mellon Trust Company, N.A., (the "Trustee"), 601 Travis Street, Floor 16, Houston, Texas 77002. The telephone number of the Trust is 713-483-6020. The Bank of New York Mellon Trust Company, N.A., is the successor Trustee from JP Morgan Chase Bank, N.A., which is the successor by mergers to the originally named Trustee, Texas Commerce Bank National Association. The Trust has no employees. Administrative functions of the Trust are performed by the Trustee. The Trustee maintains a website for the Trust that makes available, free of charge, filings by the Trust with the Securities and Exchange Commission ("SEC") and other information. Any reports filed with the SEC are accessible through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The Trust's website is http://mtr.investorhq.businesswire.com/.

        Trust Corpus Description.    The Mesa Royalty Trust (the "Trust") was created on November 1, 1979 and is now governed by the Mesa Royalty Trust Indenture (as amended, the "Trust Indenture"). Through a series of conveyances, assignments, and acquisitions, the Trust currently owns an overriding royalty interest (the "Royalty") equal to 11.44% of 90% of the Net Proceeds (as defined in the Conveyance and described below) attributable to the specified interest in certain producing oil and gas properties located in the:

    Hugoton field of Kansas (the "Hugoton Royalty Properties");

    San Juan Basin field of New Mexico (the "San Juan Basin—New Mexico Properties"); and

    San Juan Basin field of Colorado (the "San Juan Basin—Colorado Properties", and together with the San Juan Basin—New Mexico Properties, the "San Juan Basin Royalty Properties", and together with the Hugoton Royalty Properties, the "Royalty Properties").

        Trust Corpus Conveyance History.    On November 1, 1979, Mesa Petroleum Co., predecessor to Mesa Limited Partnership ("MLP"), which was the predecessor to MESA Inc., conveyed to the Trust the Royalty equal to 90% of the Net Proceeds (as defined in the Conveyance and described below) attributable to the specified interests in properties conveyed by the assignor on that date (the "Subject Interests"). The Subject Interests consisted of interests in the Royalty Properties described above. The Royalty is evidenced by counterparts of an Overriding Royalty Conveyance, dated as of November 1, 1979 (the "Conveyance"). In 1985, the Trust Indenture was amended, and the Trust conveyed to an affiliate of Mesa Petroleum Co. 88.5571% of the original Royalty (such transfer, the "1985 Assignment"). The effect of the 1985 Assignment was an overall reduction of approximately 88.56% in the size of the Trust. As a result, the Trust is now entitled to receive 11.44% of 90% of the Net Proceeds attributable to the Royalty Properties each month.

        Hugoton Royalty Properties.    Until August 7, 1997, MESA Inc. operated the Hugoton Royalty Properties through Mesa Operating Co., a wholly owned subsidiary of MESA Inc. On August 7, 1997,

4



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Trust Organization and Provisions (Continued)


MESA Inc. merged with and into Pioneer Natural Resources Company ("Pioneer"), formerly a wholly owned subsidiary of MESA Inc., and Parker & Parsley Petroleum Company merged with and into Pioneer Natural Resources USA, Inc. (successor to Mesa Operating Co.), a wholly owned subsidiary of Pioneer ("PNR") (collectively, the mergers are referred to herein as the "Merger"). Subsequent to the Merger, the Hugoton Royalty Properties were operated by PNR until December 31, 2014, at which point Linn Energy Holdings, LLC, a subsidiary of Linn Energy, LLC ("Old Linn") took over as operator. Pursuant to the bankruptcy proceedings and court-approved plans of reorganization involving Old Linn, which are described in detail below, Linn Energy, Inc. (together with its subsidiaries, "Linn") became the operator of the Hugoton Royalty Properties on February 28, 2017. On April 18, 2018, Linn announced its Board of Directors' decision to separate Linn into two stand-alone public companies. On August 7, 2018 Linn completed the spin-off of Riviera Resources, Inc. ("Riviera") through the pro rata distribution of all of the shares of Riviera's outstanding common stock to Linn's stockholders. In connection with such distribution, Linn ceased to be the operator of the Hugoton Royalty Properties, and since August 7, 2018, Riviera has operated the Hugoton Royalty Properties.

        San Juan Basin—Colorado Properties.    On April 30, 1991, MLP sold to Conoco, Inc. ("ConocoPhillips") its interests in the San Juan Basin Royalty Properties (the "San Juan Basin Sale"). The Trust's interest in the San Juan Basin Royalty Properties was conveyed from PNR's working interest in 31,328 net producing acres in northwestern New Mexico and southwestern Colorado. ConocoPhillips sold the portion of its interests in the San Juan Basin—Colorado Properties to MarkWest Energy Partners, Ltd. (effective January 1, 1993) and Red Willow Production Company ("Red Willow") (effective April 1, 1992). On October 26, 1994, MarkWest Energy Partners, Ltd. sold substantially all of its interest in the San Juan Basin—Colorado Properties to BP Amoco Company ("BP"), a subsidiary of BP p.l.c. BP and Red Willow currently operate the San Juan Basin—Colorado Properties.

        San Juan Basin—New Mexico Properties.    Starting from the date of the San Juan Basin Sale and ending on July 31, 2017, ConocoPhillips operated substantially all of the San Juan Basin—New Mexico Properties, except a small number of properties that had been assigned to XTO Energy, Inc. ("XTO") effective January 1, 2005. On July 31, 2017, ConocoPhillips sold its San Juan Basin assets to Hilcorp San Juan LP ("Hilcorp"), an affiliate of Hilcorp Energy Company. On March 29, 2018, XTO sold to Hilcorp its interests in the San Juan Basin—New Mexico Properties. Hilcorp currently operates all of the San Juan Basin—New Mexico Properties.

        Following Hilcorp's acquisition of ConocoPhillips' and XTO's interests in the San Juan Basin—New Mexico Properties, there was a transition period to transfer historical information, knowledge and processes from one owner to the other. During this transition period, Hilcorp recorded estimates of revenues and expenses and made payments to the Trust based on historical amounts previously paid by ConocoPhillips, and the Trust recognized such amounts in accordance with its modified cash basis of accounting. Accordingly, Hilcorp made an estimated monthly payment of $97,150 in Net Proceeds to

5



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Trust Organization and Provisions (Continued)


the Trust from September 2017 to March 2019 based upon the July 2017 production month previously paid by ConocoPhillips. In April 2019, Hilcorp began to generate actual (instead of estimated) Net Proceeds due to the Trust on a monthly basis. Hilcorp has informed the Trust that it will utilize actual revenue and expense amounts and either add or subtract reconciled historical amounts on a month-by-month basis, which will be recognized over time by the Trust in accordance with the Trust's modified cash basis of accounting. Until all estimated historical monthly amounts received by the Trust from September 2017 to March 2019 are fully reconciled and adjusted, Net Proceeds from the San Juan—New Mexico Properties will reflect adjustments to actual current production and costs to account for historical monthly reconciliations as they are completed. Because of anticipated future adjustments, the amounts of Net Proceeds reported for the San Juan Basin—New Mexico Properties during the three months ended June 30, 2019 may not be representative of Net Proceeds that will be received in future quarters.

        Hilcorp has informed the Trust that significant incremental costs of approximately $1.1 million attributable to the Trust were incurred in 2018 with respect to a newly drilled well in the San Juan Basin—New Mexico Properties. Incremental costs attributable to the Trust will reduce the Trust's future Net Proceeds over a period of time as adjustments are made by Hilcorp after taking into account actual revenues as well as costs for these properties during the applicable time period. The potential impact to Net Proceeds depends upon the results of all of the reconciliation work currently being conducted by Hilcorp and is therefore uncertain. The Trust will undertake a review of the reconciliation calculations by Hilcorp and the amount of Net Proceeds calculated and paid and intends to engage third party consultants when appropriate to assist in the Trust's review.

        Pursuant to the Trust Indenture, the Trust is not required to pay to Hilcorp any amounts that could be owed if the estimated revenue exceeded actual revenue amounts or estimated expenses were less than actual expense amounts in past periods. However, Hilcorp may recover such amounts by withholding a portion or all of the Net Proceeds that would otherwise be payable to the Trust in subsequent periods. This could result in a decrease in Net Proceeds paid to the Trust and could result in future material reductions in distributions to the Trust's unitholders. Net Proceeds from the San Juan Basin—New Mexico Properties for the three months ended June 30, 2019 and 2018 were $312,106 and $291,449, respectively, which revenue accounted for approximately 53% and 55%, respectively, of the total Royalty income reported by the Trust during those periods. Net Proceeds from the San Juan Basin—New Mexico Properties for the six months ended June 30, 2019 and 2018 were $603,555 and $582,898, respectively, which revenue accounted for approximately 46% and 46%, respectively, of the total Royalty income reported by the Trust during those periods.

        As used in this report, Riviera refers to the current operator of the Hugoton Royalty Properties, Hilcorp refers to the current operator of the San Juan Basin—New Mexico Properties, and BP and Red Willow refer to the current co-operators of certain tracts of land included in the San Juan Basin—Colorado Properties, unless otherwise indicated. Riviera, BP, Red Willow and Hilcorp are each

6



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Trust Organization and Provisions (Continued)


individually referred to herein as "Working Interest Owner" or collectively as the "Working Interest Owners."

        The Royalty Properties are required to be operated by the Working Interest Owners in accordance with reasonable and prudent business judgment and good oil and gas field practices. Each Working Interest Owner has the right to abandon any well or lease if, in its opinion, such well or lease ceases to produce or is not capable of producing oil, gas or other minerals in commercial quantities. Each Working Interest Owner markets the production on terms deemed by it to be the best reasonably obtainable in the circumstances. See "Contracts" under Part I, Item 1 of the Trust's Annual Report on Form 10-K for the year ended December 31, 2018. The Trustee has no power or authority to exercise any control over the operation of the Royalty Properties, the incurrence of costs, or the marketing of production therefrom.

        Trustee and Terms of Trust Indenture.    Effective October 2, 2006, the Trustee succeeded JP Morgan Chase Bank, N.A. as Trustee of the Trust. The Trust is a passive entity whose purposes are limited to: (1) converting the Royalty to cash, either by retaining it and collecting the proceeds of production (until production has ceased or the Royalty is otherwise terminated) or by selling or otherwise disposing of the Royalties; and (2) distributing such cash, net of amounts for payments of liabilities to the Trust, to the unitholders. The Trust has no sources of liquidity or capital resources other than the revenues, if any, attributable to the Royalties and interest on cash held by the Trustee as a reserve for liabilities or for distribution. The terms of the Trust Indenture provide, among other things, that:

            (a)   the Trust cannot engage in any business or investment activity or purchase any assets;

            (b)   the Royalty can be sold in part or in total for cash upon approval by the unitholders;

            (c)   the Trustee can establish cash reserves and borrow funds to pay liabilities of the Trust and can pledge assets of the Trust to secure payment of the borrowings;

            (d)   the Trustee will make cash distributions to the unitholders in January, April, July and October each year as discussed more fully in "Note 2—Basis of Presentation";

            (e)   the Trust will terminate upon the first to occur of the following events: (i) at such time as the Trust's royalty income for two successive years is less than $250,000 per year or (ii) a vote by the unitholders in favor of termination. Upon termination of the Trust, the Trustee will sell for cash all the assets held in the Trust estate and make a final distribution to unitholders of any funds remaining after all Trust liabilities have been satisfied; and

            (f)    Riviera, Hilcorp, and BP will reimburse the Trust for 59.34%, 27.45% and 1.77%, respectively, of general and administrative expenses of the Trust.

        Trustee's Fees.    Pursuant to the Trust Indenture, the Trust pays the Trustee fees for its services each quarter and the Working Interest Owners partially reimburse the Trust for the fees paid in

7



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Trust Organization and Provisions (Continued)

connection with the Trustee's services. The net amount of these reimbursements is included in the general and administrative expenses of the Trust. For the quarter ended June 30, 2019, the Trustee was due $118,750 for its services. The Trust paid $108,288 of this amount to the Trustee, and $10,462 was allocated to offset against interest due to the Trust under the Trust Indenture. The Trustee was due $237,500 for its services for the six months ended June 30, 2019. The Trust paid $216,576 of this amount to the Trustee and $20,924 was allocated to offset against interest due to the Trust under the Trust Indenture. The Trust Indenture requires that cash being held by the Trustee earn interest at 1.5% below the prime rate, which would have yielded the Trust a 4.00% annualized return from January 1, 2019 through June 30, 2019. However, due to the current interest rate environment, the Trustee was unable to obtain an account in which such an interest rate was available. In the event such an interest rate is unavailable in the future, the Trustee intends to allocate certain of its fees due to the Trust to meet the minimum interest rate payable under the Trust Indenture. In future periods the Trustee will continue to allocate a portion of the fees earned for its services to the Trust until all remaining interest due to the Trust is fully offset.

        The Working Interest Owners partially reimburse the Trust each quarter for amounts paid in connection with the Trustee's services. For the quarter ended June 30, 2019, the Trustee's fees were $108,288 and the Working Interest Owners reimbursed a sum of $95,897 to the Trustee, which was the same amount reimbursed for the quarter ended June 30, 2018. For the six months ended June 30, 2019, the Trustee's fees were $216,576 and the Working Interest Owners reimbursed a sum of $191,794 to the Trustee, which was the same amount reimbursed for the six months ended June 30, 2018.

        Linn Energy, LLC Reorganization.    On May 11, 2016, Old Linn, LinnCo, LLC ("LinnCo"), an affiliate of Old Linn, and certain of Old Linn's direct and indirect subsidiaries (collectively with Old Linn and LinnCo, the "Debtors"), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Court"). The Debtors' Chapter 11 cases were administered jointly under the caption In re Linn Energy, LLC, et al., Case No. 16-60040.

        On January 27, 2017, the Court entered the Order Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (II) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, which approved and confirmed the Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC (the "Plan"). The Plan became effective on February 28, 2017 (the "Effective Date").

        Pursuant to the Plan, on the Effective Date, all assets of Old Linn (other than equity interests in Linn Acquisition Company, LLC and Berry Petroleum Company, LLC) were conveyed to Linn Energy, Inc. (or a subsidiary thereof), and LinnCo, LLC and Linn Energy, LLC were wound down and liquidated. Subsequent to the effectiveness of the Plan, Linn Energy, Inc. became the reorganized

8



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Trust Organization and Provisions (Continued)


successor to Old Linn. Under the Plan Supplement, as amended, filed with the Court, the Debtors assumed all executory contracts and unexpired leases with the Trust and Mesa Operating Limited Partnership as the counterparty. Furthermore, pursuant to the Plan, the royalty interests in the Hugoton Royalty Properties owned by the Trust shall be preserved and remain in full force and effect in accordance with the terms of the granting instruments or other governing documents. On April 18, 2018, Linn announced its Board of Directors' decision to separate Linn into two stand-alone public companies. On August 7, 2018, Linn completed the spin-off of Riviera through the pro rata distribution of all of the shares of Riviera's outstanding common stock to Linn's stockholders. In connection with such distribution, Linn ceased to be the operator of the Hugoton Royalty Properties, and since August 7, 2018, Riviera has operated the Hugoton Royalty Properties.

        Discussion of Net Proceeds.    The Conveyance provides for a monthly computation of Net Proceeds. Net Proceeds is defined in the Conveyance as the "Gross Proceeds" received by the Working Interest Owners during a particular period, minus certain production and capital costs for such period. "Gross Proceeds" is defined in the Conveyance as the amount received by the Working Interest Owners from the sale of "Subject Minerals", subject to certain adjustments. "Subject Minerals" means all oil, gas and other minerals, whether similar or dissimilar, in and under, and which may be produced, saved and sold from, and which accrue and are attributable to, the Subject Interests from and after November 1, 1979. "Production costs" means, generally, costs incurred on an accrual basis by the Working Interest Owners in operating the Royalty Properties, including capital and non-capital costs. If production and capital costs exceed Gross Proceeds for any month, the excess, plus interest thereon at 120% of the prime rate of Bank of America, is recovered out of future Gross Proceeds prior to the making of further payment to the Trust. The Trust, however, is generally not liable for any operating costs or other costs or liabilities attributable to the Royalty Properties or minerals produced therefrom. The Trust is not obligated to return any Royalty income received in any period.

        The Working Interest Owners are required to maintain books and records sufficient to determine the amounts payable under the Royalty. Additionally, in the event of a controversy between a Working Interest Owner and any purchaser as to the correct sales price for any production, amounts received by such Working Interest Owner and promptly deposited by it with an escrow agent are not considered to have been received by such Working Interest Owner, and, therefore, are not subject to being payable with respect to the Royalty until the controversy is resolved; but all amounts thereafter paid to such Working Interest Owner by the escrow agent will be considered amounts received from the sale of production. Similarly, operating costs include any amounts a Working Interest Owner is required to pay whether as a refund, interest or penalty to any purchaser because the amount initially received by such Working Interest Owner as the sales price was in excess of that permitted by the terms of any applicable contract, statute, regulation, order, decree or other obligation. Within 30 days following the close of each calendar quarter, the Working Interest Owners are required to deliver to the Trustee a statement of the computation of Net Proceeds attributable to such quarter.

9



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Trust Organization and Provisions (Continued)


        The brief discussions of the Trust Indenture and the Conveyance contained herein are qualified in their entirety by reference to the Trust Indenture and the Conveyance themselves, which are exhibits to the Trust's Annual Report on Form 10-K for the year ended December 31, 2018 and are available upon request from the Trustee.

Note 2—Basis of Presentation

        The accompanying unaudited financial information has been prepared by the Trustee in accordance with the instructions to Form 10-Q. The preparation of the financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Trustee believes such information includes all the disclosures necessary to make the information presented not misleading. The information furnished reflects all adjustments which are, in the opinion of the Trustee, necessary for a fair presentation of the results for the interim periods presented. The financial information should be read in conjunction with the financial statements and notes thereto included in the Trust's Annual Report on Form 10-K for the year ended December 31, 2018. The Trust considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Subsequent events were evaluated through the issuance date of the financial statements.

        In accordance with the Conveyance, the Working Interest Owners are obligated to calculate and pay the Trust each month an amount equal to 11.44% of 90% of the Net Proceeds (as defined in the Conveyance) attributable to the month.

        The financial statements of the Trust are prepared on the following basis:

            (a)   Royalty income recorded for a month is the amount computed and paid by the Working Interest Owners to the Trustee for such month rather than either the value of a portion of the oil and gas produced by the Working Interest Owners for such month or the amount subsequently determined to be the Trust's proportionate share of the net proceeds for such month;

            (b)   Interest income, interest receivable and distributions payable to unitholders include interest to be earned on short-term investments from the financial statement date through the next date of distribution;

            (c)   Trust general and administrative expenses, net of reimbursements, are recorded in the month they are included in the calculation of the monthly distribution amount;

            (d)   Amortization of the Royalty is computed on a unit-of-production basis and is charged directly to trust corpus because such amount does not affect distributable income; and

            (e)   Distributions payable are determined on a monthly basis and are payable to unitholders of record as of the last business day of each month or such later date as the Trustee determines is

10



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2—Basis of Presentation (Continued)


    required to comply with applicable law or stock exchange requirements. However, cash distributions are made quarterly in January, April, July and October, and include interest earned from the monthly record dates to the date of distribution.

        This basis for reporting distributable income is considered to be the most meaningful because distributions to the unitholders for a month are based on net cash receipts for such month. However, these statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America because, under such principles, royalty income for a month would be based on net proceeds from production for such month without regard to when calculated or received, general and administrative expenses would be recorded in the month they accrue, and interest income for a month would be calculated only through the end of such month.

Note 3—Legal Proceedings

        There are no pending legal proceedings to which the Trust is a named party. The Trustee has been advised by the Working Interest Owners that the Trust may be subject to litigation in the ordinary course of business for certain matters that include the Royalty Properties. While each of the Working Interest Owners has advised the Trustee that it does not currently believe any of the pending litigation will have a material adverse effect net to the Trust, in the event such matters were adjudicated or settled in a material amount and charges were made against Royalty income, such charges could have a material impact on future Royalty income.

Note 4—Income Tax Matters

        In a technical advice memorandum dated February 26, 1982, the Internal Revenue Service (the "IRS") advised the Dallas District Director that the Trust is classifiable as a grantor trust and not as an association taxable as a corporation. As a grantor trust, the Trust incurs no federal income tax liability and each unitholder is subject to tax on the unitholder's pro rata share of the income and expense of the Trust as if the unitholder were the direct owner of a pro rata share of the Trust's assets. In addition, there is no state tax liability for the period.

        U.S. federal tax reform informally known as the Tax Cuts and Jobs Act (the "TCJA") was enacted on December 22, 2017 and made significant changes to the federal income tax rules applicable to both individuals and entities, including changes to the effective tax rate on a unitholder's allocable share of certain income from the Trust. The TCJA is complex and some areas lack administrative guidance. Thus, unitholders should consult their tax advisor regarding the TCJA and its effect on an investment in Trust units.

        Individuals, estates, and trusts with income above certain thresholds are subject under Section 1411 of the Code to an additional 3.8% tax—also known as the Net Investment Income Tax ("NIIT")—on their net investment income. Grantor trusts such as the Trust are not subject to the NIIT; however, the

11



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 4—Income Tax Matters (Continued)


unitholders may be subject to the tax. For these purposes, investment income would generally include certain income derived from investments, such as the royalty income derived from the units and gain realized by a unitholder from a sale of units.

        The Trustee assumes that some Trust units are held by a middleman, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an interest for a custodian in street name). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment trust ("WHFIT") for U.S. federal income tax purposes. The Bank of New York Mellon Trust Company, N.A., 601 Travis Street, Floor 16, Houston, Texas 77002, telephone number 713-483-6020, is the representative of the Trust that will provide tax information in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT.

        Notwithstanding the foregoing, the middlemen holding units on behalf of unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting requirements under the Treasury Regulations with respect to such units, including the issuance of IRS Forms 1099 and certain written tax statements. Unitholders whose units are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the units.

Note 5—Excess Production Costs

 
  As of
June 30,
2019
  As of
December 31,
2018
 

San Juan Basin—Colorado Properties—Red Willow

  $ 7,819   $ 2,957  

San Juan Basin—New Mexico Properties—Hilcorp

    1,709     4,948  

Total

  $ 9,528   $ 7,905  

        Excess production costs result when costs, charges, and expenses attributable to a working interest property exceed the revenue received from the sale of oil, gas, and other hydrocarbons produced from such property. The excess production costs must be recovered by the Working Interest Owners before any distribution of Royalty income from the properties will be made to the Trust.

Note 6—Distributable Income Per Unit

        During 2011, the Trustee, acting pursuant to the Trust Indenture, withheld $1.0 million for future unknown contingent liabilities and expenses (such cumulative withholding, the "Contingent Reserve"). The Trustee reserves the right to determine whether or not to release cash reserves in future periods

12



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 6—Distributable Income Per Unit (Continued)


with respect to any reimbursement expenses. At any given time, the Contingent Reserve is included in cash and short-term investments.

        For the three months ended June 30, 2019, the Trustee increased the Contingent Reserve by $434 for a duplicated general and administrative expense paid in error by the Trust in February 2019 and not refunded to the Trust until April 2019. For the three months ended June 30, 2019, the Trustee decreased the Contingent Reserve by (1) $56,793 of Royalty income received from BP in March 2019 after the distribution to unitholders had been announced for the month of March 2019, which Royalty income was included in the April 2019 distribution to unitholders and (2) $317 underpaid by Riviera in June 2019 due to a 2018 Ad Valorem tax under accrual but included in the June 2019 distribution to unitholders.

        For the six months ended June 30, 2019, the Trustee increased the Contingent Reserve by (1) $56,793 of Royalty income received from BP in March 2019 after the distribution to unitholders had been announced for the month of March 2019, which Royalty income was included in the April 2019 distribution to unitholders, and (2) $434 for a duplicated general and administrative expense paid in error by the Trust in February 2019 and not refunded to the Trust until April 2019.

        For the six months ended June 30, 2019, the Trustee decreased the Contingent Reserve by (1) $434 for a duplicated general and administrative expense paid in error by the Trust in February 2019 and not refunded to the Trust until April 2019, (2) $38,364 for a cash refund of a duplicate payment from a vendor received in November 2018 and distributed to unitholders in February 2019, (3) $56,793 of Royalty income received from BP in March 2019 after the distribution to unitholders had been announced for the month of March 2019, which Royalty income was included in the April 2019 distribution to unitholders, and (4) $317 underpaid by Riviera in June 2019 due to a 2018 Ad Valorem tax under accrual but included in the June 2019 distribution to unitholders.

13



MESA ROYALTY TRUST

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 6—Distributable Income Per Unit (Continued)


        As of June 30, 2019, the value of the Contingent Reserve was $999,683, which is included in cash and short-term investments. The effect on distributable income per unit of adjustments to the Contingent Reserve is as follows:

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2019   2018   2019   2018  

Distributable income before reserve for contingent liabilities and expenses

  $ 547,327   $ 484,006   $ 1,234,621   $ 1,119,423  

Increase in Contingent Reserve

    (434 )   (3,627 )   (57,227 )   (59,352 )

Withdrawal from Contingent Reserve

    57,110     70,226     95,909     189,897  

Distributable income available for distribution

  $ 604,003   $ 550,605   $ 1,273,303   $ 1,249,968  

Distributable income available for distribution per unit

  $ 0.3241   $ 0.2955   $ .06833   $ 0.6707  

Units outstanding

    1,863,590     1,863,590     1,863,590     1,863,590  

14


Item 2.    Trustee's Discussion and Analysis of Financial Condition and Results of Operations.

        The following review of Mesa Royalty Trust's (the "Trust") financial condition and results of operations should be read in conjunction with the financial statements and notes thereto. The discussion of net production attributable to the Hugoton Royalty Properties and San Juan Basin Royalty Properties (as each is defined below) represents production volumes that are to a large extent hypothetical as the Trust does not own and is not entitled to any specific production volumes. Any discussion of "actual" production volumes represents the hydrocarbons that were produced from the properties in which the Trust has an overriding royalty interest, as reported by a Working Interest Owner for the applicable period.

        The Trust was created on November 1, 1979 and is now governed by the Mesa Royalty Trust Indenture (as amended, the "Trust Indenture"). Through a series of conveyances, assignments, and acquisitions, the Trust currently owns an overriding royalty interest (the "Royalty") equal to 11.44% of 90% of the Net Proceeds (as defined and described in an Overriding Royalty Conveyance dated as of November 1, 1979 (the "Conveyance")) attributable to the specified interest in certain producing oil and gas properties located in the:

    Hugoton field of Kansas (the "Hugoton Royalty Properties");

    San Juan Basin field of New Mexico (the "San Juan Basin—New Mexico Properties"); and

    San Juan Basin field of Colorado (the "San Juan Basin—Colorado Properties", and together with the San Juan Basin—New Mexico Properties, the "San Juan Basin Royalty Properties", and together with the Hugoton Royalty Properties, the "Royalty Properties").

        On April 18, 2018, Linn Energy, Inc. (together with its subsidiaries, "Linn") announced its Board of Directors' decision to separate Linn into two stand-alone public companies. On August 7, 2018, Linn completed the spin-off of Riviera Resources, Inc. ("Riviera") through the pro rata distribution of all of the shares of Riviera's outstanding common stock to Linn's stockholders. In connection with such distribution, Linn ceased to be the operator of the Hugoton Royalty Properties, and since August 7, 2018, Riviera has operated the Hugoton Royalty Properties.

        Pursuant to past conveyances, Hilcorp San Juan LP ("Hilcorp"), BP Amoco Company ("BP"), and Red Willow Production Company ("Red Willow") are the operators of certain portions of the Hugoton Royalty Properties and San Juan Basin Royalty Properties (each of Riviera, Hilcorp, BP and Red Willow being a "Working Interest Owner", and together, the "Working Interest Owners"). As used in this report, Riviera refers to the current operator of the Hugoton Royalty Properties, Hilcorp refers to the current operator of the San Juan Basin—New Mexico Properties, and BP and Red Willow refer to the current co-operators of certain tracts of land included in the San Juan Basin—Colorado Properties, unless otherwise indicated.

        Any discussion of "actual" production volumes represents the hydrocarbons that were produced from the properties in which the Trust has an overriding royalty interest, as reported by a Working Interest Owner for the applicable period. See Note 7 to the financial statements in the Trust's Annual Report on Form 10-K for the year ended December 31, 2018.

        The Trust is a passive entity whose purposes are limited to: (1) converting the Royalties to cash, either by retaining them and collecting the proceeds of production (until production has ceased or the Royalties are otherwise terminated) or by selling or otherwise disposing of the Royalties; and

15


(2) distributing such cash, net of amounts for payments of liabilities to the Trust, to the unitholders. The Trust has no sources of liquidity or capital resources other than the revenues, if any, attributable to the Royalties and interest on cash held by The Bank of New York Mellon Trust Company, N.A. ("the Trustee") as a reserve for liabilities or for distribution. The Trust does not undertake or control any capital projects or make capital expenditures. While the Trust's Royalty income is net of capital expenditures, these capital expenditures are controlled and paid by the Working Interests Owners, and the Trust receives Royalty income net of these expenses. In addition, the Trust does not have any off-balance sheet arrangements or other contingent obligations.

    Note Regarding Forward-Looking Statements

        This Form 10-Q includes "forward-looking statements" about the Trust and other matters discussed herein that are subject to risks and uncertainties that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this document, including, without limitation, statements under "Trustee's Discussion and Analysis of Financial Condition and Results of Operations," including the Trust's or any Working Interest Owner's future financial position, status in any insolvency proceeding, business strategy, budgets, projected costs and plans and objectives for future operations, information regarding target distributions, statements regarding reconciliation and adjustment of estimated versus actual revenue and expense amounts, statements pertaining to future development activities and costs, statements regarding the number of development wells to be completed in future periods, and information regarding production and reserve growth, are forward-looking statements. Actual outcomes and results, which are substantially all outside of the Trust's control, may differ materially from those projected. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "possibly," "could," "may," "can," "foresee," "plan," "goal," "assume," "target," "should," "intend" or other words that convey the uncertainty of future events or outcomes. These statements are based on certain assumptions made by the Trust in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. The Trustee relies on the Working Interest Owners for information regarding the Subject Interests (as defined herein in "Note 1—Trust Organization and Provisions"), the Royalty, and the Working Interest Owners themselves.

        Although the information provided by the Working Interest Owners provides a reasonable basis for the forward-looking statements contained herein, no assurance can be given that such expectations will prove to be correct. Whether actual results and developments will conform with such expectations and predictions is subject to a number of risks and uncertainties, including the risk factors discussed in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2018, the risk factors discussed herein, and those set forth from time to time in the Trust's filings with the Securities and Exchange Commission (the "SEC"), which could affect the future results of the energy industry in general, and the Trust and Working Interest Owners in particular, and could cause those results to differ materially from those expressed in such forward-looking statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Working Interest Owners' businesses and the Trust. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in such forward-looking statements. The Trust undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.

16



SUMMARY OF ROYALTY INCOME, PRODUCTION AND AVERAGE PRICES
(Unaudited)

        Royalty income is computed after deducting the Trust's proportionate share of capital costs, operating costs and interest on any cost carryforward from the Trust's proportionate share of "Gross Proceeds," as defined in the Conveyance. The following summary illustrates the net effect of the components of the actual Royalty computation for the periods indicated.

 
  Three Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas Liquids
  Oil and
Condensate
 

The Trust's proportionate share of Gross Proceeds(1)(5)

  $ 804,218   $ 323,342   $ 25,015   $ 781,666   $ 292,878   $ 6,029  

Less the Trust's proportionate share of:

                                     

Capital costs recovered

    (8,262 )   (5,691 )   (640 )   (1,268 )   (533 )   (23 )

Operating costs

    (383,953 )   (159,446 )   (10,380 )   (400,705 )   (174,229 )   (2,257 )

Net proceeds(2)

  $ 412,003   $ 158,205   $ 13,995   $ 379,693   $ 118,116   $ 3,749  

Royalty income(2)

  $ 417,801   $ 156,686   $ 13,995   $ 368,128   $ 118,033   $ 3,749  

Average sales price

  $ 2.47   $ 19.20   $ 42.61   $ 1.82   $ 17.67   $ 37.58  

Average production costs(3)

  $ 2.32   $ 20.23   $ 33.56   $ 1.99   $ 26.17   $ 22.86  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Net production volumes attributable to the Royalty paid(4)

    168,934     8,162     328     201,839     6,678     100  

 

 
  Six Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas Liquids
  Oil and
Condensate
 

The Trust's proportionate share of Gross Proceeds(1)(5)

  $ 1,822,387   $ 590,832   $ 31,044   $ 1,662,783   $ 621,574   $ 12,105  

Less the Trust's proportionate share of:

                                     

Capital costs recovered

    (9,525 )   (6,223 )   (663 )   (4,121 )   (1,885 )   (46 )

Operating costs

    (799,454 )   (302,032 )   (12,638 )   (721,948 )   (310,184 )   (4,545 )

Net proceeds(2)

  $ 1,013,408   $ 282,577   $ 17,743   $ 936,714   $ 309,505   $ 7,514  

Royalty income(2)

  $ 1,016,652   $ 280,955   $ 17,743   $ 920,830   $ 309,199   $ 7,498  

Average sales price

  $ 2.40   $ 19.13   $ 41.53   $ 2.04   $ 19.22   $ 37.58  

Average production costs(3)

  $ 1.91   $ 20.99   $ 31.14   $ 1.61   $ 19.40   $ 23.01  

17



 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Net production volumes attributable to the Royalty paid(4)

    423,809     14,685     427     450,358     16,086     200  

(1)
Gross Proceeds from natural gas liquids attributable to each of the Hugoton Royalty Properties and San Juan Basin Royalty Properties are reported by the Working Interest Owner net of a volumetric in-kind processing fee retained by Riviera and Hilcorp, respectively.

(2)
Royalty income is computed after deducting the Trust's proportionate share of capital costs, operating costs and interest on any cost carryforward from the Trust's proportionate share of Gross Proceeds. As a result of excess production costs incurred in one monthly operating period and then recovered in a subsequent monthly operating period, the Royalty income paid to the Trust may not match the Trust's royalty interest in the Net Proceeds (as defined in the Conveyance). The excess production costs must be recovered by the Working Interest Owners before any distribution of Royalty income will be made to the Trust.


San Juan Basin—New Mexico Properties.    Excess production costs in the amount of $1,709 and $5,363 as of June 30, 2019 and June 30, 2018, respectively, were related to the San Juan Basin—New Mexico Properties operated by XTO Energy, Inc. ("XTO") through the first quarter of 2018. On March 29, 2018, XTO sold to Hilcorp approximately 1,770 operated wells situated on approximately 300,000 net acres, which comprise certain portions of the San Juan Basin—New Mexico Properties. Since the sale, Hilcorp has operated and currently operates those certain San Juan Basin—New Mexico Properties formerly operated by XTO.


Excess production costs related to the San Juan Basin—New Mexico Properties formerly operated by XTO and currently operated by Hilcorp were approximately $0 and $0, respectively, for the three months ended June 30, 2019, and 2018. The Trust recovered prior period excess production costs of $3,032 and $166, respectively related to the San Juan Basin—New Mexico Properties formerly operated by XTO and currently operated by Hilcorp during each of the quarters ended June 30, 2019 and 2018.


Excess production costs related to the San Juan Basin—New Mexico Properties formerly operated by XTO and currently operated by Hilcorp were approximately $0 and $0, respectively, for the six months ended June 30, 2019 and 2018. The Trust recovered prior period excess production costs of $3,239 and $707, respectively, related to the San Juan Basin—New Mexico Properties formerly operated by XTO and currently operated by Hilcorp during each of the six months ended June 30, 2019 and 2018.


San Juan Basin—Colorado Properties.    Excess production costs in the amount of $7,819 and $446 as of June 30, 2019 and June 30, 2018, respectively, were related to the San Juan Basin—Colorado Properties operated by Red Willow.


Excess production costs related to the San Juan Basin—Colorado Properties operated by Red Willow were approximately $7,312 and $0, respectively, for the three months ended June 30, 2019 and 2018. The Trust recovered prior period excess production costs of $11,483 related to the San Juan Basin—Colorado Properties operated by Red Willow during the quarter ended June 30, 2018.


Excess production costs related to the San Juan Basin—Colorado Properties operated by Red Willow were approximately $4,862 and $0, respectively, for the six months June 30, 2019 and 2018.

18


    The Trust recovered prior period excess production costs of $15,498 related to the San Juan Basin—Colorado Properties operated by Red Willow during the six months ended June 30, 2018.


Hugoton Royalty Properties.    Excess production costs related to the Hugoton Properties operated by Riviera were approximately $40,349 for the month ended June 30, 2018. The excess production costs were recovered by the operator in July 2018 and were reflected in Royalty income at that time. There were no excess production costs related to the Hugoton Royalty Properties for the three months or six months ended June 30, 2019.

(3)
Average production costs attributable to the Royalty are calculated as stated capital costs plus operating costs, divided by stated net production volumes attributable to the Royalty paid. As noted above in footnote (2), production costs may be incurred in one operating period and then recovered in a subsequent operating period, which may cause Royalty income paid to the Trust not to match the Trust's Royalty interest in the Net Proceeds.

(4)
Net production volumes attributable to the Royalty are determined by dividing Royalty income by the average sales price received. Any differences noted are due to rounding.

(5)
Following Hilcorp's acquisition of Conoco, Inc.'s ("ConocoPhillips") and XTO's interests in the San Juan Basin—New Mexico Properties, there was a transition period to transfer historical information, knowledge and processes from one owner to the other. During this transition period, Hilcorp recorded estimates of revenues and expenses and made payments to the Trust based on historical amounts previously paid by ConocoPhillips, and the Trust recognized such amounts in accordance with its modified cash basis of accounting. Accordingly, Hilcorp made an estimated monthly payment of $97,150 in Net Proceeds to the Trust from September 2017 to March 2019 based upon the July 2017 production month previously paid by ConocoPhillips. In April 2019, Hilcorp began to generate actual (instead of estimated) Net Proceeds due to the Trust on a monthly basis. Hilcorp has informed the Trust that it will utilize actual revenue and expense amounts and either add or subtract reconciled historical amounts on a month-by-month basis, which will be recognized over time by the Trust in accordance with the Trust's modified cash basis of accounting. Pursuant to the Trust Indenture, the Trust is not required to pay to Hilcorp any amounts that could be owed if the estimated revenue exceeded actual revenue amounts or estimated expenses were less than actual expense amounts in past periods. However, Hilcorp may recover such amounts by withholding a portion or all of the Net Proceeds that would otherwise be payable to the Trust in subsequent periods. This could result in a decrease in Net Proceeds paid to the Trust and could result in future material reductions in distributions to the Trust's unitholders. Net Proceeds from the San Juan Basin—New Mexico Properties for the three months ended June 30, 2019 and 2018 were $312,106 and $291,449, respectively, which revenue accounted for approximately 53% and 55%, respectively, of the total Royalty income reported by the Trust. Net Proceeds from the San Juan Basin—New Mexico Properties for the six months ended June 30, 2019 and 2018 were $603,555 and $582,898, respectively, which revenue accounted for approximately 46% and 46%, respectively, of the total Royalty income reported by the Trust during those periods. Because of anticipated future adjustments, the amounts of Net Proceeds reported for the San Juan Basin—New Mexico Properties during the three months ended June 30, 2019 may not be representative of Net Proceeds that will be received in future quarters.

19


Three Months Ended June 30, 2019 and 2018

Financial Review

 
  Three Months Ended
June 30,
 
 
  2019   2018  

Royalty income

  $ 588,481   $ 530,259  

Interest income

    9,012     5,843  

General and administrative expense

    (50,166 )   (52,096 )

Distributable income

  $ 547,327   $ 484,006  

Distributable income per unit

  $ 0.2937   $ 0.2597  

Units outstanding

    1,863,590     1,863,590  

        Royalty Income.    The Trust's Royalty income was $588,481 for the quarter ended June 30, 2019, an increase of approximately 11% as compared to $530,259 for the quarter ended June 30, 2018. The increase was primarily a result of higher natural gas, natural gas liquids and oil and condensate prices, increased net production of natural gas liquids and oil and condensate, and a decrease in operating expenses for natural gas and natural gas liquids, offset in part by higher capital expenditures in the quarter ended June 30, 2019, as compared to the quarter ended June 30, 2018. The Trust's interest income for the quarters ended June 30, 2019 and 2018 was $9,012 and $5,843, respectively. In accordance with the Trust Indenture and as explained below, interest on cash on hand was paid at a rate equivalent to a 4.00% annualized return from January 1, 2019 through June 30, 2019.

        General and Administrative Expense.    General and administrative expense was $50,166 and $52,096 for the three months ended June 30, 2019 and 2018, respectively. The Trustee's fees are included in general and administrative expense.

        For the quarter ended June 30, 2019, the Trustee was due $118,750 for its services. The Trust paid $108,288 of this amount to the Trustee, and $10,462 was allocated to offset against interest due to the Trust under the Trust Indenture. The Trust Indenture requires that cash being held by the Trustee earn interest at 1.5% below the prime rate, which would have yielded the Trust a 4.00% annualized return from January 1, 2019 through June 30, 2019. However, due to the current interest rate environment, the Trustee was unable to obtain an account in which such an interest rate was available. In the event such an interest rate is unavailable in the future, the Trustee intends to allocate certain of its fees due to the Trust to meet the minimum interest rate payable under the Trust Indenture. In future periods the Trustee will continue to allocate a portion of the fees earned for its services to the Trust until all remaining interest due to the Trust is fully offset.

        Unreimbursed Expenses and the Contingent Reserve.    The Working Interest Owners partially reimburse the Trust each quarter for amounts paid in connection with the Trustee's services. For the quarter ended June 30, 2019, the Trustee's fees were $108,288 and the Working Interest Owners reimbursed a sum of $95,897 to the Trustee, which was the same amount reimbursed for the quarter ended June 30, 2018. As of each of the quarters ended June 30, 2019 and 2018, there were $0 and $14,501, respectively, of unreimbursed expenses.

20


        During 2011, the Trustee, acting pursuant to the Trust Indenture, withheld $1.0 million for future unknown contingent liabilities and expenses (such cumulative withholding, the "Contingent Reserve"). The Trustee reserves the right to determine whether or not to release cash reserves in future periods with respect to any reimbursement expenses. For the three months ended June 30, 2019, the Trustee increased the Contingent Reserve by $434 for a duplicated general and administrative expense paid in error by the Trust in February 2019 and not refunded to the Trust until April 2019. For the three months ended June 30, 2019, the Trustee decreased the Contingent Reserve by (1) $56,793 of Royalty income received from BP in March 2019 after the distribution to unitholders had been announced for the month of March 2019, which Royalty income was included in the April 2019 distribution to unitholders and (2) $317 underpaid by Riviera in June 2019 due to a 2018 Ad Valorem tax under accrual but included in the June 2019 distribution to unitholders. As of June 30, 2019, the Contingent Reserve was $999,683, which is included in cash and short-term investments.

        Distributable Income Available for Distribution.    The portion of the Trust's distributable income available for distribution each period includes the Royalty income received from the Working Interest Owners during such period, plus interest income earned to the date of distribution (if any) and increases or withdrawals from the Contingent Reserve (if any). Distributable income available for distribution for the quarter ended June 30, 2019 was $604,003, representing $0.3241 per unit, compared to $550,605, representing $0.2955 per unit, for the quarter ended June 30, 2018. Based on 1,863,590 units outstanding for the quarters ended June 30, 2019 and 2018, respectively, the per unit distributions for each month in such periods were as follows:

 
  2019   2018  

April

  $ 0.1254   $ 0.1138  

May

    0.1044     0.1032  

June

    0.0943     0.0785  

  $ 0.3241   $ 0.2955  

Operational Review

Hugoton Royalty Properties

        Natural gas and natural gas liquids production attributable to the Hugoton Royalty Properties accounted for approximately 28% of the Royalty income of the Trust during the second quarter of 2019.

 
  Three Months Ended
June 30,
 
 
  2019   2018  

Royalty income attributable to Hugoton Royalty Properties

  $ 162,600   $ 142,228  

Operating costs attributable to Hugoton Royalty Properties

  $ 273,286   $ 376,717  

Capital expenditures attributable to Hugoton Royalty Properties

  $ 1   $ 7  

21


        Royalty Income.    Royalty income attributable to the Hugoton Royalty Properties increased to $162,600 in the second quarter of 2019 from $142,228 in the second quarter of 2018 primarily due to increases in natural gas prices, increased net natural gas and natural gas liquids production volumes and lower operating costs from the Hugoton Royalty Properties in the second quarter of 2019 compared to the second quarter of 2018.

        Operating Costs and Capital Expenditures.    Operating costs were $273,286 in the second quarter of 2019, a decrease of approximately 27% as compared to $376,717 in the second quarter of 2018, primarily due to lower ad valorem taxes during the second quarter of 2019. Capital expenditures attributable to the Hugoton Royalty Properties were $1 in the second quarter of 2019, as compared to $7 in the second quarter of 2018.

 
  Three Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
 

Average sales price

  $ 3.96   $ 22.73   $   $ 3.55   $ 22.97   $  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Actual production volumes attributable to the Royalty paid for Hugoton Royalty Properties

    86,493     4,115         91,719     6,674      

Net production volumes attributable to the Royalty paid for Hugoton Royalty Properties

    32,300     1,525         19,540     1,416      

        Average Sales Price.    Average sales prices per thousand cubic feet ("Mcf") of natural gas and barrel ("Bbl") for natural gas liquids for the Hugoton Royalty Properties are directly dependent on the prices Riviera realizes for natural gas sold under short-term and multi-month contracts at market clearing prices to multiple purchasers. Overall market prices received for natural gas from Hugoton Royalty Properties were higher for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.

        Linn Energy Reorganization.    On May 11, 2016, Linn Energy, LLC ("Old Linn"), LinnCo, LLC ("LinnCo"), an affiliate of Old Linn, and certain of Old Linn's direct and indirect subsidiaries (collectively with Old Linn and LinnCo, the "Debtors"), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Court"). The Debtors' Chapter 11 cases were administered jointly under the caption In re Linn Energy, LLC, et al., Case No. 16-60040.

        On January 27, 2017, the Court entered the Order Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (II) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, which approved and confirmed the Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates

22


Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC (the "Plan"). The Plan became effective on February 28, 2017 (the "Effective Date").

        Pursuant to the Plan, on the Effective Date, all assets of Old Linn (other than equity interests in Linn Acquisition Company, LLC and Berry Petroleum Company, LLC) were conveyed to Linn Energy, Inc. (or a subsidiary thereof), and LinnCo, LLC and Linn Energy, LLC were wound down and liquidated. Subsequent to the effectiveness of the Plan, Linn Energy, Inc. became the reorganized successor to Old Linn. Under the Plan Supplement, as amended, filed with the Court, the Debtors assumed all executory contracts and unexpired leases with the Trust and Mesa Operating Limited Partnership as the counterparty. Furthermore, pursuant to the Plan, the royalty interests in the Hugoton Royalty Properties owned by the Trust shall be preserved and remain in full force and effect in accordance with the terms of the granting instruments or other governing documents. On April 18, 2018, Linn announced its Board of Directors' decision to separate Linn into two stand-alone public companies. On August 7, 2018, Linn completed the spin-off of Riviera through the pro rata distribution of all of the shares of Riviera's outstanding common stock to Linn's stockholders. In connection with such distribution, Linn ceased to be the operator of the Hugoton Royalty Properties, and since August 7, 2018, Riviera has operated the Hugoton Royalty Properties.

San Juan Basin Royalty Properties

        Royalty income from the San Juan Basin Royalty Properties is calculated and paid to the Trust on a state-by-state basis depending upon whether the property is situated in Colorado or New Mexico. A majority of the Royalty income from the San Juan Basin Royalty Properties is attributable to the San Juan Basin—New Mexico Properties. The majority of the natural gas produced from the San Juan Basin Royalty Properties is currently being sold on the spot market.

    San Juan Basin—Colorado Properties

 
  Three Months Ended
June 30,
 
 
  2019   2018  

Royalty income attributable to San Juan Basin—Colorado Properties

  $ 113,775   $ 96,582  

Operating costs attributable to San Juan Basin—Colorado Properties

  $ 25,093   $ 17,192  

        Royalty Income.    Royalty income from the San Juan Basin—Colorado Royalty Properties was $113,775 during the second quarter of 2019, compared to $96,582 during the second quarter of 2018. This increase in Royalty income was due primarily to higher market prices for natural gas, offset in part by decreased net natural gas production volumes and an increase in operating costs in the second quarter of 2019 compared to the second quarter of 2018.

23


        Operating Costs.    Operating costs on these properties were $25,093 in the second quarter of 2019, an increase of approximately 46% as compared to $17,192 in the second quarter of 2018.

 
  Three Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
 

Average sales price

  $ 1.92   $   $   $ 1.30   $   $  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Actual production volumes attributable to the Royalty paid for San Juan Basin—Colorado Properties

    65,583             107,940          

Net production volumes attributable to the Royalty paid for San Juan Basin—Colorado Properties

    55,429             83,392          

    San Juan Basin—New Mexico Properties

 
  Three Months Ended
June 30,
 
 
  2019   2018  

Royalty income attributable to San Juan Basin—New Mexico Properties

  $ 312,106   $ 291,449  

Operating costs attributable to San Juan Basin—New Mexico Properties

  $ 255,401   $ 183,282  

Capital expenditures attributable to San Juan Basin—New Mexico Properties

  $ 14,593   $ 1,817  

        Royalty Income.    Royalty income from the San Juan Basin—New Mexico Properties was $312,106 during the second quarter of 2019 as compared with Royalty income of $291,449 during the second quarter of 2018. This increase in Royalty income was due primarily to an increase in natural gas, natural gas liquids and oil and condensate prices and increased net production volumes for natural gas liquids and oil and condensate for the second quarter of 2019 compared to the second quarter of 2018, offset in part by a decrease in net production volumes for natural gas and an increase in operating costs and capital expenditures during the second quarter of 2019 compared to the second quarter of 2018.

        Operating Costs and Capital Expenditures.    Operating costs were $255,401 in the second quarter of 2019, an increase of approximately 39% as compared to $183,282 in the second quarter of 2018 due primarily to maintenance expense reductions in the third quarter of 2017 that continued to be used by Hilcorp as estimates through the first quarter of 2019 and higher equipment repair costs in the second quarter of 2019 compared to the second quarter of 2018. Capital expenditures on these properties were $14,593 in the second quarter of 2019, an increase of approximately $12,776 as compared to $1,817 in

24


the second quarter of 2018 due primarily to very low capital investment in the third quarter of 2017 that continued to be used by Hilcorp as an estimate through the first quarter of 2019 and the addition in 2019 of well zone recompletes that bring on new zones of production and reserves.

 
  Three Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
 

Average sales price

  $ 2.19   $ 18.61   $ 42.61   $ 2.04   $ 16.27   $ 37.58  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Actual production volumes attributable to the Royalty paid for San Juan Basin—New Mexico Properties

    151,687     12,537     587     161,979     11,344     160  

Net production volumes attributable to the Royalty paid for San Juan Basin—New Mexico Properties

    81,205     6,637     328     98,907     5,263     100  

        Following Hilcorp's acquisition of ConocoPhillips' and XTO's interests in the San Juan Basin—New Mexico Properties, there was a transition period to transfer historical information, knowledge and processes from one owner to the other. During this transition period, Hilcorp recorded estimates of revenues and expenses and made payments to the Trust based on historical amounts previously paid by ConocoPhillips, and the Trust recognized such amounts in accordance with its modified cash basis of accounting. Accordingly, Hilcorp made an estimated monthly payment of $97,150 in Net Proceeds to the Trust from September 2017 to March 2019 based upon the July 2017 production month previously paid by ConocoPhillips. In April 2019, Hilcorp began to generate actual (instead of estimated) Net Proceeds due to the Trust on a monthly basis. Hilcorp has informed the Trust that it will utilize actual revenue and expense amounts and either add or subtract reconciled historical amounts on a month-by-month basis, which will be recognized over time by the Trust in accordance with the Trust's modified cash basis of accounting. Until all estimated historical monthly amounts received by the Trust from September 2017 to March 2019 are fully reconciled and adjusted, Net Proceeds from the San Juan—New Mexico Properties will reflect adjustments to actual current production and costs to account for historical monthly reconciliations as they are completed. Because of anticipated future adjustments, the amounts of Net Proceeds reported for the San Juan Basin—New Mexico Properties during the three months ended June 30, 2019 may not be representative of Net Proceeds that will be received in future quarters.

        Hilcorp has informed the Trust that significant incremental costs of approximately $1.1 million attributable to the Trust were incurred in 2018 with respect to a newly drilled well in the San Juan Basin—New Mexico Properties. Incremental costs attributable to the Trust will reduce the Trust's future Net Proceeds over a period of time as adjustments are made by Hilcorp after taking into account actual revenues as well as costs for these properties during the applicable time period. The potential impact to Net Proceeds depends upon the results of all of the reconciliation work currently being conducted by Hilcorp and is therefore uncertain. The Trust will undertake a review of the reconciliation

25


calculations by Hilcorp and the amount of Net Proceeds calculated and paid and intends to engage third party consultants when appropriate to assist in the Trust's review.

        Pursuant to the Trust Indenture, the Trust is not required to pay to Hilcorp any amounts that could be owed if the estimated revenue exceeded actual revenue amounts or estimated expenses were less than actual expense amounts in past periods. However, Hilcorp may recover such amounts by withholding a portion or all of the Net Proceeds that would otherwise be payable to the Trust in subsequent periods. This could result in a decrease in Net Proceeds paid to the Trust and could result in future material reductions in distributions to the Trust's unitholders. Net Proceeds from the San Juan Basin—New Mexico Properties for the three months ended June 30, 2019 and 2018 were $312,106 and $291,449, respectively, which revenue accounted for approximately 53% and 55%, respectively, of the total Royalty income reported by the Trust during those periods. Net Proceeds from the San Juan Basin—New Mexico Properties for the six months ended June 30, 2019 and 2018 were $603,555 and $582,898, respectively, which revenue accounted for approximately 46% and 46%, respectively, of the total Royalty income reported by the Trust during those periods. Because of anticipated future adjustments, the amounts of Net Proceeds reported for the San Juan Basin—New Mexico Properties during the three months ended June 30, 2019 may not be representative of Net Proceeds that will be received in future quarters.

Six Months Ended June 30, 2019 and 2018

Financial Review

 
  Six Months Ended
June 30,
 
 
  2019   2018  

Royalty income

  $ 1,315,350   $ 1,277,877  

Interest income

    16,983     10,400  

General and administrative expense

    (97,712 )   (168,854 )

Distributable income

  $ 1,234,621   $ 1,119,423  

Distributable income per unit

  $ 0.6625   $ 0.6007  

Units outstanding

    1,863,590     1,863,590  

        Royalty Income.    The Trust's Royalty income was $1,315,350 for the six months ended June 30, 2019, an increase of approximately 3% as compared to $1,277,877 for the six months ended June 30, 2018 primarily as a result of increased natural gas and oil and condensate prices, offset in part by lower net production of natural gas and natural gas liquids, an increase in operating expenses for natural gas and oil and condensate and an increase in capital expenditures in the first six months of 2019 as compared to the first six months of 2018. The Trust's interest income for the six months ended June 30, 2019 and 2018 was $16,983 and $10,400, respectively.

        General and Administrative Expense.    General and administrative expense was $97,712 and $168,854 for the six months ended June 30, 2019 and 2018, respectively. The Trustee's fees are included in general and administrative expense. The decrease for the six months ended June 30, 2019 as compared to June 30, 2018 was primarily a result of general and administrative expenses of $70,460 for December 2017 being paid by the Trust in January 2018. If the Trust had paid such expenses in

26


December 2017, general and administrative expenses for the six months ended June 30, 2018 would have been $98,394.

        For the six months ended June 30, 2019, the Trustee was due $237,500 for its services. The Trust paid $216,576 of this amount to the Trustee, and $20,924 was allocated to offset against interest due to the Trust under the Trust Indenture. The Trust Indenture requires that cash being held by the Trustee earn interest at 1.5% below the prime rate, which would have yielded the Trust a 4.00% annualized return from January 1, 2019 through June 30, 2019. However, due to the current interest rate environment, the Trustee was unable to obtain an account in which such an interest rate was available. In the event such an interest rate is unavailable in the future, the Trustee intends to allocate certain of its fees due to the Trust to meet the minimum interest rate payable under the Trust Indenture. In future periods the Trustee will continue to allocate a portion of the fees earned for its services to the Trust until all remaining interest due to the Trust is fully offset.

        Unreimbursed Expenses and the Contingent Reserve.    The Working Interest Owners partially reimburse the Trust each quarter for amounts paid in connection with the Trustee's services. For the six months ended June 30, 2019, the Trustee's fees were $216,576 and the Working Interest Owners reimbursed a sum of $191,794 to the Trustee, which was the same amount reimbursed for the six months ended June 30, 2018.

        As of each of the six-month periods ended June 30, 2019 and 2018, there were $0 and $14,501, respectively, of unreimbursed expenses.

        During 2011, the Trustee, acting pursuant to the Trust Indenture, withheld $1.0 million for future unknown contingent liabilities and expenses (such cumulative withholding, the "Contingent Reserve"). The Trustee reserves the right to determine whether or not to release cash reserves in future periods with respect to any reimbursement expenses. For the six months ended June 30, 2019, the Trustee increased the Contingent Reserve by (1) $56,793 of Royalty income received from BP in March 2019 after the distribution to unitholders had been announced for the month of March 2019, which Royalty income was included in the April 2019 distribution to unitholders, and (2) $434 for a duplicated general and administrative expense paid in error by the Trust in February 2019 and not refunded to the Trust until April 2019.

        For the six months ended June 30, 2019, the Trustee decreased the Contingent Reserve by (1) $434 for a duplicated general and administrative expense paid in error by the Trust in February 2019 and not refunded to the Trust until April 2019, (2) $38,364 for a cash refund of a duplicate payment from a vendor received in November 2018 and distributed to unitholders in February 2019, (3) $56,793 of Royalty income received from BP in March 2019 after the distribution to unitholders had been announced for the month of March 2019, which Royalty income was included in the April 2019 distribution to unitholders, and (4) $317 underpaid by Riviera in June 2019 due to a 2018 Ad Valorem tax under accrual but included in the June 2019 distribution to unitholders.

        As of June 30, 2019, the value of the Contingent Reserve was $999,683, which is included in cash and short-term investments.

        Distributable Income Available for Distribution.    The portion of the Trust's distributable income available for distribution each period includes the Royalty income received from the Working Interest Owners during such period, plus interest income earned to the date of distribution (if any) and increases or withdrawals from the Contingent Reserve (if any). Distributable income available for

27


distribution for the six months ended June 30, 2019 was $1,273,303, representing $0.6833 per unit, compared to $1,249,968, representing $0.6707 per unit, for the six months ended June 30, 2018.

Operational Review

Hugoton Royalty Properties

        Natural gas and natural gas liquids production attributable to the Hugoton Royalty Properties accounted for approximately 26% of the Royalty income of the Trust during the six months ended June 30, 2019.

 
  Six Months Ended
June 30,
 
 
  2019   2018  

Royalty income attributable to Hugoton Royalty Properties

  $ 346,527   $ 451,531  

Operating costs attributable to Hugoton Royalty Properties

  $ 618,876   $ 618,387  

Capital expenditures attributable to Hugoton Royalty Properties

  $ 1   $ 2,418  

        Royalty Income.    Royalty income attributable to the Hugoton Royalty Properties decreased to $346,527 for the six months ended June 30, 2019 from $451,531 for the same period in 2018 primarily due to decreased net natural gas and natural gas liquids production volumes, offset in part by an increase in natural gas and natural gas liquids prices from the Hugoton Royalty Properties in the first six months of 2019 compared to the first six months of 2018.

        Operating Costs and Capital Expenditures.    Operating costs were $618,876 during the six months ended June 30, 2019, as compared to $618,387 during the six months ended June 30, 2018. Capital expenditures attributable to the Hugoton Royalty Properties were $1 during the six months ended June 30, 2019, as compared to $2,418 during the six months ended June 30, 2018.

 
  Six Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
 

Average sales price

  $ 4.14   $ 25.81   $   $ 3.59   $ 24.76   $  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Actual production volumes attributable to the Royalty paid for Hugoton Royalty Properties

    180,038     8,580         192,053     13,835      

Net production volumes attributable to the Royalty paid for Hugoton Royalty Properties

    66,047     2,845         75,994     5,579      

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San Juan Basin Royalty Properties

    San Juan Basin—Colorado Properties

 
  Six Months Ended
June 30,
 
 
  2019   2018  

Royalty income attributable to San Juan Basin—Colorado Properties

  $ 365,269   $ 243,447  

Operating costs attributable to San Juan Basin—Colorado Properties

  $ 56,666   $ 52,177  

        Royalty Income.    Royalty income from the San Juan Basin—Colorado Royalty Properties was $365,269 for the six months ended June 30, 2019, compared to $243,447 during the same period in 2018. This increase in Royalty income was due primarily to increased natural gas prices and higher net production volumes for natural gas, offset in part by an increase in operating costs in the first six months of 2019 compared to the first six months of 2018.

        Operating Costs.    Operating costs on these properties were $56,666 during the six months ended June 30, 2019, an increase of approximately 9% as compared to $52,177 during the six months ended June 30, 2018.

 
  Six Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
 

Average sales price

  $ 2.05   $   $   $ 1.38   $   $  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Actual production volumes attributable to the Royalty paid for San Juan Basin—Colorado Properties

    205,100             225,576          

Net production volumes attributable to the Royalty paid for San Juan Basin—Colorado Properties

    177,956             176,549          

29


    San Juan Basin—New Mexico Properties

 
  Six Months Ended
June 30,
 
 
  2019   2018  

Royalty income attributable to San Juan Basin—New Mexico Properties

  $ 603,555   $ 582,898  

Operating costs attributable to San Juan Basin—New Mexico Properties

  $ 438,582   $ 366,112  

Capital expenditures attributable to San Juan Basin—New Mexico Properties

  $ 16,411   $ 3,635  

        Royalty Income.    Royalty income from the San Juan Basin—New Mexico Properties was $603,555 for the six months ended June 30, 2019 as compared to $582,898 during the same period in 2018. This increase in Royalty income was due primarily to increased natural gas, natural gas liquids and oil and condensate prices and an increase in net production volumes for natural gas liquids and oil and condensate in the six months ended June 30, 2019 as compared to the same period in 2018, offset in part by a decrease in net production volumes for natural gas and higher operating and capital costs in the six months ended June 30, 2019 compared to the same period in 2018.

        Operating Costs and Capital Expenditures.    Operating costs were $438,582 during the six months ended June 30, 2019, an increase of approximately 20% as compared to $366,112 during the six months ended June 30, 2018, due primarily to maintenance expense reductions in the third quarter of 2017 that continued to be used by Hilcorp as estimates through the first quarter of 2019 and higher equipment repair costs in the six months ended June 30, 2019 compared to the same period in 2018. Capital expenditures on these properties were $16,411 during the six months ended June 30, 2019, an increase of approximately $12,776 as compared to $3,635 during the six months ended June 30, 2018 due primarily to very low capital investment in the third quarter of 2017 that continued to be used by

30


Hilcorp as an estimate through the first quarter of 2019 and the addition in 2019 of well zone recompletes that bring on new zones of production and reserves.

 
  Six Months Ended June 30,  
 
  2019   2018  
 
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
  Natural
Gas
  Natural
Gas
Liquids
  Oil and
Condensate
 

Average sales price

  $ 2.10   $ 17.53   $ 41.53   $ 2.04   $ 16.28   $ 37.58  

 

 
  (Mcf)   (Bbls)   (Bbls)   (Mcf)   (Bbls)   (Bbls)  

Actual production volumes attributable to the Royalty paid for San Juan Basin—New Mexico Properties

    313,644     23,786     747     323,966     22,494     322  

Net production volumes attributable to the Royalty paid for San Juan Basin—New Mexico Properties

    179,806     11,840     427     197,814     10,507     200  

Off-Balance Sheet Arrangements

        None.

Contractual Obligations

        None.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

        Not applicable.

Item 4.    Controls and Procedures.

        Evaluation of Disclosure Controls and Procedures.    The Trustee maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the "Exchange Act", is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated by the Working Interest Owners to The Bank of New York Mellon Trust Company, N.A., as Trustee of the Trust, and its employees who participate in the preparation of the Trust's periodic reports as appropriate to allow timely decisions regarding required disclosure.

        As of the end of the period covered by this report, the Trust officer acting on behalf of the Trustee responsible for the administration of the Trust conducted an evaluation of the Trustee's disclosure controls and procedures. The officer acting on behalf of the Trustee concluded that the Trust's disclosure controls and procedures were effective.

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        Due to the contractual arrangements of (i) the Trust Indenture and (ii) the rights of the Trust under the Conveyance regarding information furnished by the Working Interest Owners, the Trustee relies on information provided by the Working Interest Owners, including (i) the status of litigation, (ii) historical operating data, plans for future operating and capital expenditures and reserve information, (iii) information relating to projected production, and (iv) conclusions regarding reserves by their internal reserve engineers or other experts in good faith. See Part II Item 1A. "Other Information—Risk Factors—Trust unitholders and the Trustee have no control or influence over the operation or development of the Royalty Properties and therefore do not control costs, revenues or timing of business decisions that affect the economic performance of the underlying properties" and "The Trustee relies upon the Working Interest Owners for information regarding the Royalty Properties" in this report for a description of certain risks relating to these arrangements and reliance, including filings such as this filing outside the time periods specified notwithstanding effective disclosure controls and procedures of the Trustee regarding information under its control.

        The officer acting on behalf of the Trustee has not conducted a separate evaluation of the disclosure controls and procedures with respect to information furnished by the Working Interest Owners. The Trustee notes that it is conducting an ongoing review of certain information and calculations by the Working Interest Owners, along with an outside joint venture auditor. See "Trustee's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" under Part II, Item 7 of the Trust's Annual Report on Form 10-K for the year ended December 31, 2018 for information concerning controls and procedures with respect to the Royalty.

        Changes in Internal Control over Financial Reporting.    In connection with the evaluation by the Trustee of changes in internal control over financial reporting of the Trust that occurred during the Trust's last fiscal quarter, no change in the Trust's internal control over financial reporting was identified that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, has not evaluated and makes no statement concerning the internal control over financial reporting of the Working Interest Owners.

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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

        There are no pending legal proceedings to which the Trust is a named party. The Trustee has been advised by each of the Working Interest Owners that the Trust may be subject to litigation in the ordinary course of business for certain matters that include the Royalty Properties. While each of the Working Interest Owners has advised the Trustee that it does not currently believe any of the pending litigation will have a material adverse effect net to the Trust, in the event such matters were adjudicated or settled in a material amount and charges were made against Royalty income, such charges could have a material impact on future Royalty income.

Item 1A.    Risk Factors.

        For a discussion of the Trust's potential risks and uncertainties, please see "Risk Factors" in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2018. Except as set forth below, during the quarter ended June 30, 2019, there was no material change in such risk factors.

Trust unitholders and the Trustee have no control or influence over the operation or development of the Royalty Properties and therefore do not control costs, revenues or timing of business decisions that affect the economic performance of the underlying properties.

        Neither the Trustee nor the unitholders can control or influence the operation or future development of the underlying properties and therefore do not control costs, revenues or timing of business decisions that affect the economic performance of the underlying properties. The Royalty Properties are owned by the Working Interest Owners, who are independent from the Trust. The Working Interest Owners manage the underlying properties and handle receipt and payment of funds relating to the Royalty Properties and payments to the Trust for the Royalty. The failure of an operator to conduct its operations, discharge its obligations, deal with regulatory agencies or comply with laws, rules and regulations, including environmental laws and regulations, in a proper manner could have an adverse effect on the net proceeds payable to the Trust.

        The Working Interest Owners are under no obligation to continue operating the properties. Neither the Trustee nor the unitholders have the right to replace an operator.

The Trustee relies upon the Working Interest Owners for information regarding the Royalty Properties.

        The Working Interest Owners alone control historical operating data, and handle receipt and payment of funds relating to the Royalty Properties and payments to the Trust for the related Royalty. The Trustee relies solely on the Working Interest Owners for accurate and timely information regarding the Royalty Properties, which the Working Interest Owners are required to provide to the Trust pursuant to the Conveyance. The Working Interest Owners control (i) historical operating data and estimates, including production volumes, marketing of products, operating and capital expenditures, environmental and other liabilities, effects of regulatory changes and the number of producing wells and acreage, (ii) plans for future operating and capital expenditures, (iii) geological data relating to reserves, as well as related projections regarding production, operating expenses and capital expenses used in connection with the preparation of the reserve report, (iv) forward-looking information and estimates relating to production and drilling plans and (v) information regarding the Royalty Properties

33


responsive to litigation claims. While the Trustee requests material information for use in periodic reports as part of its disclosure controls and procedures, the Trustee does not control this information and relies entirely on the Working Interest Owners to provide accurate and timely information for use in the Trust's periodic reports. Information regarding operations has been subject to errors and adjustments in the past. See Part I, Item 2, "Trustee's Discussion and Analysis of Results of Financial Condition and Results of Operations—San Juan Basin—New Mexico Properties." Accordingly, the Trustee cannot assure unitholders that errors or adjustments by the Working Interest Owners, whether historical or future, will not affect Royalty income and distributions by the Trust.

        Under the terms of the Trust Indenture, the Trustee is entitled to rely, and in fact relies, on certain experts in good faith. This reliance includes the use of an independent petroleum engineering consultant to prepare estimates of net proved reserves attributable to the Trust. This independent petroleum engineering consultant in turn relies on information provided to it by the Working Interest Owners. While the Trustee has no reason to believe its reliance on experts is unreasonable, this reliance on experts and limited access to information may be viewed as a weakness as compared to the management and oversight of entity forms other than trusts.

Due to the transition from ConocoPhillips and XTO to Hilcorp, Hilcorp has estimated the revenue and expense components of Net Proceeds, which may adversely affect future distributions to unitholders.

        The sale of San Juan Basin assets, including the San Juan Basin—New Mexico Properties, by ConocoPhillips to Hilcorp closed on July 31, 2017, and by XTO to Hilcorp closed on March 29, 2018. Thereafter, Hilcorp assumed responsibility for monthly production from the San Juan Basin—New Mexico Properties.

        Following Hilcorp's acquisition of ConocoPhillips' and XTO's interests in the San Juan Basin—New Mexico Properties, there was a transition period to transfer historical information, knowledge and processes from one owner to the other. During this transition period, Hilcorp recorded estimates of revenues and expenses and made payments to the Trust based on historical amounts previously paid by ConocoPhillips, and the Trust recognized such amounts in accordance with its modified cash basis of accounting. Accordingly, Hilcorp made an estimated monthly payment of $97,150 in Net Proceeds to the Trust from September 2017 to March 2019 based upon the July 2017 production month previously paid by ConocoPhillips. In April 2019, Hilcorp began to generate actual (instead of estimated) Net Proceeds due to the Trust on a monthly basis. Hilcorp has informed the Trust that it will utilize actual revenue and expense amounts and either add or subtract reconciled historical amounts on a month-by-month basis, which will be recognized over time by the Trust in accordance with the Trust's modified cash basis of accounting. Until all estimated historical monthly amounts received by the Trust from September 2017 to March 2019 are fully reconciled and adjusted, Net Proceeds from the San Juan—New Mexico Properties will reflect adjustments to actual current production and costs to account for historical monthly reconciliations as they are completed. Because of anticipated future adjustments, the amounts of Net Proceeds reported for the San Juan Basin—New Mexico Properties for the three months ended June 30, 2019 may not be representative of Net Proceeds that will be received in future quarters.

        Hilcorp has informed the Trust that significant incremental costs of approximately $1.1 million attributable to the Trust were incurred in 2018 with respect to a newly drilled well in the San Juan Basin—New Mexico Properties. Incremental costs attributable to the Trust will reduce the Trust's future Net Proceeds over a period of time as adjustments are made by Hilcorp after taking into account

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actual revenues as well as costs for these properties during the applicable time period. The potential impact to Net Proceeds depends upon the results of all of the reconciliation work currently being conducted by Hilcorp and is therefore uncertain. Pursuant to the Trust Indenture, the Trust is not required to pay to Hilcorp any amounts that could be owed if the estimated revenue exceeded actual revenue amounts in past periods. However, Hilcorp may recover such amounts by withholding a portion or all of Net Proceeds that would otherwise be payable to the Trust in subsequent periods. Accordingly, to the extent that Hilcorp determines that estimated revenue exceeded actual revenue amounts or estimated expenses were less than actual expense amounts in past periods such that Hilcorp overpaid Net Proceeds to the Trust, Hilcorp may reduce future payments of Royalty income to the Trust by the amount of the overestimation, plus any additional required costs. If this is the case, the Trust may not receive a portion or all of the Net Proceeds from the San Juan Basin—New Mexico Properties that would otherwise be paid to the Trust until the future Net Proceeds from such properties exceed the amount of the overestimation, plus any additional required costs. This decrease in Net Proceeds paid to the Trust could result in material future reductions in distributions to the Trust's unitholders. Net Proceeds from the San Juan Basin—New Mexico Properties for the three months ended June 30, 2019 and 2018 were $312,106 and $291,449, respectively, which revenue accounted for approximately 53% and 55%, respectively, of the total Royalty income reported by the Trust during those periods. Net Proceeds from the San Juan Basin—New Mexico Properties for the six months ended June 30, 2019 and 2018 were $603,555 and $582,898, respectively, which revenue accounted for approximately 46% and 46%, respectively, of the total Royalty income reported by the Trust during those periods.

Item 6.    Exhibits.

Exhibit
Number
   
  SEC File or
Registration
Number
  Exhibit
Number
 
  4(a) * Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas Commerce Bank National Association, as Trustee, dated November 1, 1979     2-65217     1(a )

 

4(b)

*

Form of Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas Commerce Bank, as Trustee, dated November 1, 1979

 

 

2-65217

 

 

1(b

)

 

4(c)

*

First Amendment to the Mesa Royalty Trust Indenture dated as of March 14, 1985 (Exhibit 4(c) to Form 10-K for year ended December 31, 1984 of Mesa Royalty Trust)

 

 

1-7884

 

 

4(c

)

 

4(d)

*

Form of Assignment of Overriding Royalty Interest, effective April 1, 1985, from Texas Commerce Bank National Association, as Trustee, to MTR Holding Co. (Exhibit 4(d) to Form 10-K for year ended December 31, 1984 of Mesa Royalty Trust)

 

 

1-7884

 

 

4(d

)

 

4(e)

*

Purchase and Sale Agreement, dated March 25, 1991, by and among Mesa Limited Partnership, Mesa Operating Limited Partnership and ConocoPhillips, as amended on April 30, 1991 (Exhibit 4(e) to Form 10-K for year ended December 31, 1991 of Mesa Royalty Trust)

 

 

1-7884

 

 

4(e

)

 

31

 

Certification furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

32

 

Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

*
Previously filed in paper format with the Securities and Exchange Commission and incorporated herein by reference.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Mesa Royalty Trust

 

By:

 

The Bank of New York Mellon Trust
Company, N.A., as Trustee

 

By:

 

/s/ ELAINA RODGERS


Elaina Rodgers
Vice President & Trust Officer

Date: August 14, 2019

        The Registrant, Mesa Royalty Trust, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available and none have been provided.

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DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
PART I—FINANCIAL INFORMATION
MESA ROYALTY TRUST STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
MESA ROYALTY TRUST STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)
MESA ROYALTY TRUST NOTES TO FINANCIAL STATEMENTS (Unaudited)
SUMMARY OF ROYALTY INCOME, PRODUCTION AND AVERAGE PRICES (Unaudited)
PART II—OTHER INFORMATION
SIGNATURES