DocumentUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form 10-Q
__________________________
(Mark One) | | | | | |
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2021
OR | | | | | |
| 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: 001-35122
__________________________
SANDRIDGE MISSISSIPPIAN TRUST I
(Exact name of registrant as specified in its charter)
__________________________
| | | | | | | | |
Delaware | | 27-6990649 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
The Bank of New York Mellon Trust Company, N.A., Trustee 601 Travis Street, 16th Floor, Houston, Texas | | 77002 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(512) 236-6555
Former name, former address and former fiscal year, if changed since last report: Not applicable
__________________________
Securities registered pursuant to Section 12(b) of the Act: None
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 x 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 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 | | x | | Smaller reporting company | | x |
| 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 x
As of August 6, 2021, 28,000,000 units of Beneficial Interest in SandRidge Mississippian Trust I were outstanding.
SANDRIDGE MISSISSIPPIAN TRUST I
FORM 10-Q
Quarter Ended June 30, 2021
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| PART I. FINANCIAL INFORMATION | |
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ITEM 1. | Financial Statements (Unaudited) | |
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ITEM 2. | | |
ITEM 3. | | |
ITEM 4. | | |
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| PART II. OTHER INFORMATION | |
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ITEM 1. | | |
ITEM 1A. | | |
ITEM 6. | | |
All references to “we,” “us,” “our,” or the “Trust” refer to SandRidge Mississippian Trust I. References to “SandRidge” refer to SandRidge Energy, Inc., and where the context requires, its subsidiaries. The royalty interests conveyed by SandRidge from its interests in certain properties in the Mississippian formation in Oklahoma and held by the Trust are referred to as the “Royalty Interests.”
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) includes “forward-looking statements” about the Trust, SandRidge and other matters discussed herein that are subject to risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), 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” in Item 2 of Part I and elsewhere herein regarding the Trust’s or SandRidge’s plans and objectives for future operations, are forward-looking statements. Actual outcomes and results may differ materially from those projected. Forward-looking statements are generally accompanied by words such as “estimate,” “target,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “could,” “may,” “foresee,” “plan,” “goal,” “should,” “intend” or other words that convey the uncertainty of future events or outcomes. The Trust has based these forward-looking statements on its current expectations and assumptions about future events. These statements are based on certain assumptions made by the Trust in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Trust believes are appropriate under the circumstances. However, whether actual results and developments will conform with the Trust's expectations and predictions is subject to a number of risks and uncertainties, including the risk factors discussed in Item 1A of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”), which could affect the future results of the energy industry in general, and the Trust and SandRidge 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 SandRidge’s business or the Trust’s results. 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.
PART I. Financial Information
ITEM 1. Financial Statements
SANDRIDGE MISSISSIPPIAN TRUST I
STATEMENTS OF ASSETS AND TRUST CORPUS
(In thousands, except unit data)
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| June 30, 2021 | | December 31, 2020 |
ASSETS | (Unaudited) | | |
Cash and cash equivalents | $ | 7,900 | | | $ | 3,493 | |
Investment in royalty interests | — | | | 308,964 | |
Less: accumulated amortization and impairment | — | | | (303,714) | |
Net investment in royalty interests | — | | | 5,250 | |
Total assets | $ | 7,900 | | | $ | 8,743 | |
TRUST CORPUS | | | |
Trust corpus, 28,000,000 units issued and outstanding at June 30, 2021 and December 31, 2020 | $ | 7,900 | | | $ | 8,743 | |
The accompanying notes are an integral part of these financial statements.
SANDRIDGE MISSISSIPPIAN TRUST I
STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)
(In thousands, except per unit data)
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
Revenues | | | | | | | |
Royalty income | $ | 875 | | | $ | 1,022 | | | $ | 1,607 | | | $ | 2,169 | |
Proceeds from sale of Trust assets | 4,850 | | | — | | | 4,850 | | | — | |
Total revenues | 5,725 | | | 1,022 | | | 6,457 | | | 2,169 | |
Expenses | | | | | | | |
Post-production expenses | 128 | | | 176 | | | 256 | | | 366 | |
Production taxes | 54 | | | 62 | | | 97 | | | 131 | |
Trust administrative expenses | 581 | | | 308 | | | 958 | | | 785 | |
Sale of Trust assets expenses | 350 | | | — | | | 350 | | | — | |
| Cash reserves withheld (used) for current Trust expenses, net of amounts (used) withheld | (546) | | | 113 | | | (443) | | | 58 | |
Total expenses | 567 | | | 659 | | | 1,218 | | | 1,340 | |
Distributable income available to unitholders | $ | 5,158 | | | $ | 363 | | | $ | 5,239 | | | $ | 829 | |
Distributable income per unit (28,000,000 units) | $ | 0.1842 | | | $ | 0.0130 | | | $ | 0.1871 | | | $ | 0.0297 | |
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The accompanying notes are an integral part of these financial statements.
SANDRIDGE MISSISSIPPIAN TRUST I
STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)
(In thousands, except per unit data)
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| Three Months Ended June 30, | | Six Months Ended June 30, | |
| 2021 | | 2020 | | 2021 | | 2020 | |
Trust corpus, beginning of period | $ | 7,995 | | | $ | 10,954 | | | $ | 8,743 | | | $ | 14,816 | | |
Amortization of investment in royalty interests | (4,400) | | | (366) | | | (4,400) | | | (886) | | |
| Impairment of investment in royalty interests | — | | | — | | | (850) | | | (3,296) | | |
Net cash reserves withheld (used) | (546) | | | 113 | | | (443) | | | 58 | | |
Distributable income | 5,158 | | | 363 | | | 5,239 | | | 829 | | |
Distributions paid to unitholders | (307) | | | (358) | | | (389) | | | (815) | | |
Trust corpus, end of period | $ | 7,900 | | | $ | 10,706 | | | $ | 7,900 | | | $ | 10,706 | | |
Distributions per unit (28,000,000 units) | $ | 0.0110 | | | $ | 0.0128 | | | $ | 0.0139 | | | $ | 0.0291 | | |
The accompanying notes are an integral part of these financial statements.
SANDRIDGE MISSISSIPPIAN TRUST I
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Organization of Trust
SandRidge Mississippian Trust I (the “Trust”) is a statutory trust formed under the Delaware Statutory Trust Act pursuant to a trust agreement, as amended and restated, by and among SandRidge Energy, Inc. (“SandRidge”), as Trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and The Corporation Trust Company, as Delaware Trustee (the “Delaware Trustee”).
The Trust held Royalty Interests in specified oil and natural gas properties located in the Mississippian formation in Alfalfa, Garfield, Grant and Woods counties in Oklahoma (the “Underlying Properties”), until the sale of the Royalty Interests in April 2021 (the “Asset Sale”) as discussed below in “—Early Termination of the Trust; Sale of Trust Assets.” The Royalty Interests were conveyed by SandRidge to the Trust concurrent with the initial public offering of the Trust’s common units (“Trust units”) in April 2011. As consideration for conveyance of the Royalty Interests, the Trust remitted the proceeds of the offering, along with 3,750,000 Trust units and 7,000,000 subordinated units, which subsequently converted to common units in July 2014 as a result of SandRidge having met its drilling obligation to the Trust in April 2013, to certain wholly owned subsidiaries of SandRidge. At June 30, 2021, SandRidge owned 7,528,063 Trust units, or approximately 26.9% of all Trust units.
The Trust is passive in nature and neither the Trust nor the Trustee had any control over, or responsibility for, any operating or capital costs related to the Underlying Properties. The business and affairs of the Trust are administered by the Trustee. The trust agreement generally limits the Trust’s business activities to owning the Royalty Interests and any activity reasonably related thereto, including activities required or permitted by the terms of the conveyances related to the Royalty Interests.
Prior to the Asset Sale, the Trust made quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter. Due to the timing of the payment of production proceeds to the Trust, each distribution covered production from a three-month period consisting of the first two months of the most recently ended quarter and the final month of the quarter preceding it.
Early Termination of the Trust; Sale of Trust Assets. As described in the Trust’s annual and quarterly reports filed with the Securities and Exchange Commission (the “SEC”), the trust agreement requires the Trust to dissolve and commence winding up of its business and affairs if cash available for distribution for any four consecutive quarters, on a cumulative basis, is less than $1.0 million. As cash available for distribution for the four consecutive quarters ended September 30, 2020, on a cumulative basis, totaled approximately $815,000, the Trust was required to dissolve and commence winding up beginning as of the close of business on November 13, 2020. Accordingly, the Trustee was required to sell all of the Trust’s assets, either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders after payment, or reasonable provision for payment, of all Trust liabilities, including the establishment of cash reserves in such amounts as the Trustee in its discretion deems appropriate for the purpose of making reasonable provision for all claims and obligations of the Trust, including any contingent, conditional or unmatured claims and obligations, in accordance with the Delaware Statutory Trust Act. Among such contingent, conditional or unmatured claims for which the Trustee has made provision out of the net proceeds of the sale are the Trust’s potential liabilities with respect to the Securities Litigation described under “Legal Proceedings” in Note 5. Such a reserve could reduce or eliminate the amount of, or delay the timing of payment of, sale proceeds that may be distributed to unitholders. Additionally, the sale process involved costs that reduce the amount of distributable income to unitholders.
As required by the trust agreement, the Trustee engaged a third-party advisor to assist with the marketing and sale of the Trust’s assets. As provided in the trust agreement, SandRidge had a right of first refusal with respect to any sale of assets to a third party, which SandRidge elected to exercise. The Trust and SandRidge Exploration and Production, LLC (the “Purchaser”), a wholly owned subsidiary of SandRidge, entered into a Purchase and Sale Agreement (the “Agreement”) for the sale of all of the Royalty Interests to the Purchaser for a purchase price of $4,850,000. The sale closed on April 22, 2021, with an effective date of April 1, 2021. Accordingly, because the Agreement entitles the Purchaser to the revenues from the oil and natural gas production attributable to the Royalty Interests since April 1, 2021, the Trust will not receive any further proceeds from such production and therefore will not make any further regular quarterly cash distributions to the Trust unitholders. The Trust will remain in existence until the filing of a certificate of cancellation with the Secretary of State of the State of Delaware following the completion of the winding up process. See Note 3 for further information regarding the withholding of the net proceeds of the Asset Sale to provide for the Trust’s potential liabilities with respect to the Securities Litigation described in Note 5.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting. The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as the Trust records revenues when cash is received (rather than when earned) and expenses when paid (rather than when incurred) and may also establish cash reserves for contingencies, which would not be accrued in financial statements prepared in accordance with GAAP. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the Securities and Exchange Commission (“SEC”) as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts. Amortization of investment in royalty interests, calculated on a unit-of-production basis, and any impairments are charged directly to trust corpus. Distributions to unitholders are recorded when declared.
Significant Accounting Policies. Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with GAAP, which may require such entities to accrue or defer revenues and expenses in a period other than when such revenues are received or expenses are paid. Because the Trust’s financial statements are prepared on the modified cash basis as described above, most accounting pronouncements are not applicable to the Trust’s financial statements.
The Trust is treated for federal and applicable state income tax purposes as a partnership. For U.S. federal income tax purposes, a partnership is not a taxable entity and incurs no U.S. federal income tax liability. With respect to state taxation, a partnership is typically treated in the same manner as it is for U.S. federal income tax purposes.
Impairment of Investment in Royalty Interests. As a result of the sale process discussed in “Early Termination of the Trust; Sale of Trust Assets,” during the six-month periods ended June 30, 2021 and 2020 the Trust recorded impairments to the carrying value of the Investment in Royalty Interests of $0.9 million and $3.3 million, respectively. The impairments resulted in non-cash charges to trust corpus and did not affect the Trust’s distributable income. Prior to the Asset Sale, on a quarterly basis, the Trust evaluated the carrying value of the investment in royalty interests by comparing the undiscounted cash flows expected to be realized from the Royalty Interests to the carrying value. If the expected future undiscounted cash flows were less than the carrying value, the Trust would recognize an impairment loss for the difference between the carrying value and the estimated fair value of the Royalty Interests, which is determined using future cash flows of the net oil, natural gas and natural gas liquids (“NGL”) reserves attributable to the Royalty Interests, discounted at a rate based upon the weighted average cost of capital of publicly traded royalty trusts. The weighted average cost of capital is based upon inputs that are readily available in the public market. The future cash flows of the net oil, natural gas and NGL reserves attributable to the Royalty Interests utilized the oil and natural gas futures prices readily available in the public market adjusted for differentials and estimated quantities of oil, natural gas and NGL reserves that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under existing economic and operating conditions.
Distributable Income Per Unit. Distributable income per unit amounts as calculated for the periods presented in the accompanying unaudited statements of distributable income may differ from declared distribution amounts per unit due to rounding, interest income and the timing of the Trust’s payment of Trust administrative expenses.
Financial Statements of Royalty Trusts. Amortization of investment in royalty interests, calculated on a unit-of-production basis, and any impairments are charged directly to trust corpus. Included in the Amortization of Investment in Royalty Interests for the three and six months ended June 30, 2021 is $4.4 million of non-cash disposition relating to the sale of interest on April 22, 2021. Distributions to unitholders are recorded when declared.
Interim Financial Statements. The accompanying unaudited interim financial statements have been prepared in accordance with the accounting policies stated in the audited financial statements contained in the 2020 Form 10-K and reflect all adjustments that are, in the opinion of the Trustee, necessary to state fairly the information in the Trust’s unaudited interim financial statements. The accompanying statement of assets and trust corpus as of December 31, 2020 has been derived from audited financial statements. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the 2020 Form 10-K.
SANDRIDGE MISSISSIPPIAN TRUST I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
3. Distributions to Unitholders
Prior to the Asset Sale, the Trust made quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter. Distributions cover a three-month production period. As the effective date of the Asset Sale was April 1, 2021, the Trust will not receive any further proceeds from the oil and natural gas production attributable to the Royalty Interests and therefore will not make any further regular quarterly cash distributions to the Trust unitholders. Because of the statutory requirement to provide for the Trust’s potential liabilities with respect to the Securities Litigation described in Note 5, the Trustee is withholding as part of its cash reserve the net proceeds from the Asset Sale. After the Securities Litigation has been resolved, the Trustee will distribute any remaining cash reserves following the payment of the Trust’s estimated remaining expenses and liabilities. A summary of the Trust’s distributions to unitholders during the three- and six-month periods ended June 30, 2021 and the year ended December 31, 2020 is as follows:
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| | | | | | | | Total | | Distribution | |
| | Covered | | | | | | Distribution | | Per Common | |
| | Production Period | | Date Declared | | Date Paid | | Paid | | Unit | |
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| Calendar Quarter 2021 | | | | | | | | | | | |
First Quarter | | September 1, 2020 — November 30, 2020 | | January 28, 2021 | | February 26, 2021 | | $ | 80,000 | | | $ | 0.0029 | | |
Second Quarter | | December 1, 2020 — February 28, 2021 | | April 28, 2021 | | May 28, 2021 | | $ | 308,000 | | | $ | 0.0110 | | |
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| | | | | | | | Total | | Distribution | |
| | Covered | | | | | | Distribution | | Per Common | |
| | Production Period | | Date Declared | | Date Paid | | Paid | | Unit | |
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| Calendar Quarter 2020 | | | | | | | | | | | |
First Quarter | | September 1, 2019 — November 30, 2019 | | January 23, 2020 | | February 28, 2020 | | $ | 456,400 | | | $ | 0.0163 | | |
Second Quarter | | December 1, 2019 — February 29, 2020 | | April 23, 2020 | | May 27, 2020 | | $ | 358,400 | | | $ | 0.0128 | | |
Third Quarter | | March 1, 2020 — May 31, 2020 | | July 23, 2020 | | N/A | | $ | — | | | $ | — | | |
Fourth Quarter | | June 1, 2020 — August 31, 2020 | | October 23, 2020 | | N/A | | $ | — | | | $ | — | | |
4. Related Party Transactions
Trustee Administrative Fee. Under the terms of the trust agreement, the Trust pays the Trustee an annual administrative fee, which for 2020 totaled $162,000. The annual fee can be adjusted for inflation by no more than 3% in any year. The Trustee’s administrative fees paid during the three-month period ended June 30, 2021 totaled approximately $41,000 compared to approximately $40,000 for the three-month period ended June 30, 2020. The Trustee’s administrative fees paid during the six-month period ended June 30, 2021 totaled approximately $82,000 compared to approximately $81,000 for the six-month period ended June 30, 2020.
Registration Rights Agreement. The Trust is party to a registration rights agreement pursuant to which the Trust has agreed to register the offering of the Trust units held by SandRidge and certain of its affiliates and permitted transferees upon request by SandRidge. The holders have the right to require the Trust to file no more than five registration statements in aggregate, one of which has been filed to date. The Trust does not bear any expenses associated with such transactions.
Administrative Services Agreement. The Trust is party to an administrative services agreement with SandRidge that obligates the Trust to pay SandRidge an annual administrative services fee for accounting, tax preparation, bookkeeping and informational services performed by SandRidge on behalf of the Trust. For its services under the administrative services agreement, SandRidge receives an annual fee of $200,000, which is payable in equal quarterly installments and will remain fixed for the life of the Trust. SandRidge is also entitled to receive reimbursement for its out-of-pocket fees, costs and expenses incurred in connection with the provision of any of the services under the administrative services agreement. The administrative services agreement will terminate on the earliest to
SANDRIDGE MISSISSIPPIAN TRUST I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
occur of: (i) the date the Trust is finally wound up and liquidated in accordance with the trust agreement, (ii) the date that all of the Royalty Interests have been terminated or are no longer held by the Trust, (iii) pertaining to services to be provided with respect to any Underlying Properties transferred by SandRidge, the date that either SandRidge or the Trustee may designate by delivering 90-days’ prior written notice, provided that the transferee of such Underlying Properties assumes responsibility to perform the services in place of SandRidge and (iv) a date mutually agreed to by SandRidge and the Trustee. Administrative fees paid to SandRidge for each of the three-month periods ended June 30, 2021 and 2020, totaled $50,000. Administrative fees paid to SandRidge for each of the six-month periods ended June 30, 2021 and 2020 totaled $100,000.
5. Commitments and Contingencies
Loan Commitment. Pursuant to the trust agreement, if at any time the Trust’s cash on hand (including available cash reserves) is not sufficient to pay the Trust’s ordinary course administrative expenses as they become due, SandRidge will, at the Trustee’s request, loan funds to the Trust necessary to pay such expenses. Any funds loaned by SandRidge pursuant to this commitment will be limited to the payment of current accounts payable or other obligations to trade creditors in connection with obtaining goods or services or the payment of other current liabilities arising in the ordinary course of the Trust’s business, and may not be used to satisfy Trust indebtedness, or to make distributions. If SandRidge loans funds pursuant to this commitment, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until such loan is repaid. Any such loan will be on an unsecured basis, and the terms of such loan will be substantially the same as that which would be obtained in an arm’s length transaction between SandRidge and an unaffiliated third party. No such loan from SandRidge was outstanding at June 30, 2021 or December 31, 2020.
Risks and Uncertainties. Prior to the Asset Sale, the Trust’s revenue and distributions were substantially dependent upon the prevailing and future prices for oil, natural gas and NGL, each of which depended on numerous factors beyond the Trust’s control such as overall oil, natural gas and NGL production and inventories in relevant markets, economic conditions, the global political environment, regulatory developments and competition from other energy sources. Oil, natural gas and NGL prices historically have been volatile and may be subject to significant fluctuations in the future.
The Trust is highly dependent on its Trustor, SandRidge, for multiple services, including administrative services such as accounting, tax preparation, bookkeeping and informational services performed on behalf of the Trust.
Legal Proceedings. On June 9, 2015, the Duane & Virginia Lanier Trust, on behalf of itself and all other similarly situated unitholders of the Trust, filed a putative class action complaint in the U.S. District Court for the Western District of Oklahoma against the Trust, SandRidge and certain current and former executive officers of SandRidge, among other defendants (the “Securities Litigation”). The complaint, which was amended on November 11, 2016 (adding Ivan Nibur, Lawrence Ross, Jase Luna, and Mathew Willenbuncher as lead plaintiffs) and supplemented on May 1, 2017, asserts a variety of federal securities claims on behalf of a putative class of (a) purchasers of common units of the Trust in or traceable to its initial public offering on or about April 7, 2011, and (b) purchasers of common units of SandRidge Mississippian Trust II (“SDR”) in or traceable to its initial public offering on or about April 17, 2012. The claims are based on allegations that SandRidge and certain of its current and former officers and directors, among other defendants, including the Trust, are responsible for making false and misleading statements, and omitting material information, concerning a variety of subjects, including oil and gas reserves. The plaintiffs seek class certification, an order rescinding the Trust’s initial public offering and an unspecified amount of damages, plus interest, attorneys’ fees and costs. As a result of its reorganization in bankruptcy in 2016, SandRidge is a nominal defendant only.
On August 30, 2017, the Court entered an order dismissing the plaintiffs’ claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933. As a result of the Court’s order, the only claims remaining in the litigation are the plaintiffs’ claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder (the “Exchange Act Claims”). In addition, because of the Court’s order, the only remaining defendants in the litigation are the Trust, James D. Bennett, Matthew K. Grubb, Tom L. Ward, and SandRidge as a nominal defendant only.
On September 11, 2017, the Court entered a subsequent order granting in part and denying in part the remaining defendants’ motions to dismiss the Exchange Act Claims and finding that the plaintiffs may pursue certain of the Exchange Act Claims against the respective remaining defendants. In November 2017, the plaintiffs’ counsel informed counsel to the Trust that, notwithstanding the dismissal of all claims against SDR, the remaining claims in the litigation against the Trust are being asserted not only by purchasers of common units of the Trust, but also by purchasers of common units of SDR.
On January 19, 2018, the Trust filed a Motion for Partial Judgment on the Pleadings as to any claims against it brought by purchasers of common units of SDR, arguing that non-purchasers of common units in the Trust lack statutory standing to pursue
SANDRIDGE MISSISSIPPIAN TRUST I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
claims against the Trust. On January 18, 2019, the Court granted the Trust's motion dismissing claims brought by purchasers of common units of SDR.
On July 2, 2018, defendants filed a motion for partial judgment on the pleadings, arguing that all claims asserted on behalf of the members of the putative class are barred by the statute of limitations. On March 26, 2019, the Court denied the motion without prejudice should discovery reveal a basis for again challenging the timeliness of plaintiffs' claims.
Discovery closed on June 19, 2019. Following a hearing on class certification on September 6, 2019, the motion for class certification remains pending.
On April 2, 2020, the Trust filed a Motion for Summary Judgment as to Plaintiffs’ remaining claims against the Trust, arguing that there is no evidence of requisite intent by the Trust, and further, that the alleged acts and omissions of other defendants are not properly attributable to the Trust. That motion remains pending.
On August 5, 2020, the Plaintiffs filed a motion for leave to file a second amended complaint against the Trust. That motion remains pending.
Regardless of the outcome of the litigation, the Trust may incur expenses in defending the litigation, and any such expenses may increase the Trust’s administrative expenses significantly. The Trust will estimate and, if the Trustee deems it appropriate, begin reserving funds for potential losses that may arise out of litigation to the extent that such losses are probable and can be reasonably estimated. Significant judgment will be required in making any such estimates and any final liabilities of the Trust may ultimately be materially different than any estimates. The Trust is currently unable to assess the probability of loss or estimate a range of any potential loss the Trust may incur in connection with the Securities Litigation, and, except as discussed in Note 3 above, has not established any reserves relating to the Securities Litigation. As discussed in Note 3 above, the Trustee is withholding as part of its cash reserve the net proceeds from the Asset Sale to provide for the Trust’s potential liabilities under the Securities Litigation, as required by the Delaware Statutory Trust Act in connection with the early termination of the Trust. The Trust has not yet fully analyzed any rights it may have to indemnities that may be applicable or any claims it may make in connection with the Securities Litigation.
ITEM 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The following discussion and analysis is intended to help the reader understand the financial condition, results of operations, liquidity and capital resources of SandRidge Mississippian Trust I (the “Trust”). This discussion and analysis should be read in conjunction with the Trust’s unaudited interim financial statements and the accompanying notes included in this Quarterly Report and the Trust’s audited financial statements and the accompanying notes included in the 2020 Form 10-K. All information regarding operations has been provided to the Trustee by SandRidge.
Overview
The Trust is a statutory trust created under the Delaware Statutory Trust Act. The business and affairs of the Trust are administered by the Trustee and, as necessary, the Delaware Trustee. The Trust’s purpose is to hold the Royalty Interests, to distribute to the Trust unitholders cash that the Trust receives in respect of the Royalty Interests and to perform certain administrative functions in respect of the Royalty Interests and the Trust units. Other than the foregoing activities, the Trust does not conduct any operations or activities. The Trustee had no involvement with, control or authority over, or responsibility for, any aspect of the operations on or relating to the properties in which the Trust has an interest. Prior to the sale of the Royalty Interests on April 22, 2021 as discussed below under “—Early Termination of the Trust,” the Trust derived all or substantially all of its income and cash flow from the Royalty Interests. The Trust is currently in the process of winding up its affairs, as discussed below in “—Early Termination of the Trust; Sale of Trust Assets.” The Trust is treated as a partnership for federal income tax purposes.
Early Termination of the Trust; Sale of Trust Assets. The trust agreement requires the Trust to dissolve and commence winding up of its business and affairs if cash available for distribution for any four consecutive quarters, on a cumulative basis, is less than $1.0 million. As cash available for distribution for the four consecutive quarters ended September 30, 2020, on a cumulative basis, totaled approximately $815,000, the Trust was required to dissolve and commence winding up beginning as of the close of business on November 13, 2020. Accordingly, the Trustee was required to sell all of the Trust’s assets, either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders after payment, or reasonable provision for payment, of all Trust liabilities, including the establishment of cash reserves in such amounts as the Trustee in its discretion deems appropriate for the purpose of making reasonable provision for all claims and obligations of the Trust, including any contingent, conditional or unmatured claims and obligations, in accordance with the Delaware Statutory Trust Act. Among such contingent, conditional or unmatured claims for which the Trustee has made provision out of the net proceeds of the sale are the Trust’s potential liabilities with respect to the Securities Litigation described under “Legal Proceedings” in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report. Such a reserve could reduce or eliminate the amount of, or delay the timing of payment of, sale proceeds that may be distributed to unitholders. Additionally, the sale process involved costs that reduce the amount of distributable income to unitholders.
As discussed in “Early Termination of the Trust; Sale of Trust Assets” in Note 1 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report, winding up procedures for the Trust commenced at the close of business on November 13, 2020. Accordingly, the Trustee was required to sell all of the Trust’s assets, either by private sale or public auction.
As required by the trust agreement, the Trustee engaged a third-party advisor to assist with the marketing and sale of the Trust’s assets. The advisor conducted a bid solicitation process that concluded in February 2021, and the Trustee, with the assistance of the advisor, after considering the proposed price, financing conditions and other terms of each bid, selected what was determined to be the strongest bid received. As provided in the trust agreement, SandRidge had a right of first refusal with respect to any sale of assets to a third party, and on March 29, 2021, the Trustee provided notice to SandRidge of the third-party offer to purchase the assets of the Trust for a purchase price of $4,850,000. On April 7, 2021, SandRidge notified the Trustee that SandRidge would exercise its right of first refusal and would purchase the assets from the Trust for the same purchase price. On April 22, 2021, the Trust and SandRidge Exploration and Production, LLC (the “Purchaser”), a wholly owned subsidiary of SandRidge, entered into a Purchase and Sale Agreement (the “Agreement”) for the sale of all of the Royalty Interests held by the Trust for a purchase price of $4,850,000. The sale closed on April 22, 2021, with an effective date of April 1, 2021. Accordingly, because the Agreement entitles the Purchaser to the revenues from the oil and natural gas production attributable to the Royalty Interests since April 1, 2021, the Trust will not receive any further proceeds from such production and therefore will not make any further regular quarterly cash distributions to the Trust unitholders following the distribution that was made on or before May 28, 2021 as described in “Liquidity and Capital Resources— Trust Distributions to Unitholders” below.
Because of the statutory requirement to provide for the Trust’s potential liabilities with respect to the Securities Litigation described in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report, the Trustee is withholding as part of its cash reserve the net proceeds from the Asset Sale. As part of the winding up process, the Trustee expects to
file a Form 15 with the SEC to suspend the Trust’s reporting obligations under the Securities Exchange Act of 1934, as amended, following the filing of this Quarterly Report on Form 10-Q. As a result, the Trust’s general and administrative expenses in periods after September 30, 2021 are expected to be substantially less than in prior periods. However, as a result of the Trustee’s establishment of a provision for the Trust’s potential liabilities under the Securities Litigation, there will not be cash available for distribution until the Securities Litigation has been resolved. Moreover, any such cash available for distribution will be reduced by the Trust’s general and administrative expenses as well as by any amounts required to be paid by the Trust in connection with resolving the Securities Litigation. The Trust will remain in existence until the filing of a certificate of cancellation with the Secretary of State of the State of Delaware following the completion of the winding up process.
Impairment of Investment in Royalty Interests. During the six-month period ended June 30, 2021, the Trust recorded an impairment to the carrying value of the Investment in Royalty Interests of $0.9 million. The impairment resulted in a non-cash charge to trust corpus and did not affect the Trust’s distributable income. During the six-month period ended June 30, 2020, the Trust recorded an impairment to the carrying value of the Investment in Royalty Interests of $3.3 million. See “Impairment of Investment in Royalty Interests” in Note 2 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report for further discussion of the impairments.
Properties. As of June 30, 2021, the Trust did not hold any Royalty Interests in oil and natural gas wells located in Alfalfa, Garfield, Grant and Woods counties in Oklahoma. See “—Early Termination of the Trust; Sale of Trust Assets” below.
Distributions. Prior to the Asset Sale, the Trust made quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s administrative expenses and cash reserves withheld by the Trustee, on or about the 60th day following the completion of each quarter.
Pursuant to Internal Revenue Code (“IRC”) Section 1446, withholding tax on income effectively connected to a United States trade or business allocated to non-U.S. persons (“ECI”) should be made at the highest marginal rate. Under IRC Section 1441, withholding tax on fixed, determinable, annual, periodic income from United States sources allocated to non-U.S. persons should be made at a 30% rate unless the rate is reduced by treaty. This is intended to be a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) by the Trust, and while specific relief is not specified for IRC Section 1441 income, this disclosure is intended to suffice. Nominees and brokers should withhold at the highest marginal rate on the distribution made to non-U.S. persons. The Tax Cuts and Jobs Act (the “TCJA”) enacted in December 2017 treats a non-U.S. holder’s gain on the sale of Trust units as ECI to the extent such holder would have had ECI if the Trust had sold all of its assets at fair market value on the date of the sale of such units. The TCJA also requires a transferee of units to withhold 10% of the amount realized on the sale or exchange of such units (generally, the purchase price) unless the transferor certifies that it is not a nonresident alien individual or foreign corporation or another exemption is available. Pursuant to final Treasury Regulations issued on October 7, 2020, this new withholding obligation will become applicable to transfers of units in publicly traded partnerships such as the Trust (which is classified as a partnership for federal and state income tax purposes) occurring on or after January 1, 2022.
Litigation. As described in more detail in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report, claims were brought against the Trust, SandRidge and others in a putative class action during 2015. Regardless of the outcome of the litigation, the Trust may incur expenses in defending the litigation, and any such expenses may increase the Trust’s administrative expenses significantly. Further, any costs incurred by the Trust in connection with any settlement of or judgment in the litigation could increase the Trust’s administrative expenses significantly. As discussed above under “—Early Termination of The Trust; Sale of Trust Assets,” the Trustee is withholding as part of its cash reserve the net proceeds from the Asset Sale to provide for the Trust’s potential liabilities under the Securities Litigation, as required by the Delaware Statutory Trust Act in connection with the early termination of the Trust.
Results of Trust Operations
The primary factors affecting the Trust’s revenues and costs are the quantity of oil, natural gas and NGL production attributable to the Royalty Interests and the prices received for such production. Royalty income, post-production expenses and certain taxes are recorded on a cash basis when net revenue distributions are received by the Trust from SandRidge. Information regarding the Trust’s production, pricing and costs for the three- and six-month periods ended June 30, 2021 and 2020 is presented below. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | Six Months Ended June 30, |
| 2021(1) | | 2020(2) | | | 2021(3) | | 2020(4) |
| Production Data | | | | | | | | |
| Oil (MBbls) | 4 | | | 8 | | | | 10 | | | 17 | |
| NGL (MBbls) | 16 | | | 20 | | | | 34 | | | 35 | |
| Natural gas (MMcf) | 183 | | | 240 | | | | 369 | | | 501 | |
| Total volumes (MBoe) | 51 | | | 68 | | | | 105 | | | 136 | |
| Average daily combined equivalent volumes (MBoe/d) | 0.6 | | | 0.8 | | | | 0.6 | | | 0.8 | |
| Well Data | | | | | | | | |
| Initial and Trust Development Wells producing - average | 73 | | | 81 | | | | 74 | | | 82 | |
| Revenues (in thousands) | | | | | | | | |
| Royalty income | $ | 875 | | | $ | 1,022 | | | | $ | 1,607 | | | $ | 2,169 | |
Proceeds from sale of Trust assets | 4,850 | | | — | | | | 4,850 | | | — | |
| Total revenue | 5,725 | | | 1,022 | | | | 6,457 | | | 2,169 | |
Expenses (in thousands) | | | | | | | | |
| Post-production expenses | 128 | | | 176 | | | | 256 | | | 366 | |
| Production taxes | 54 | | | 62 | | | | 97 | | | 131 | |
| Trust administrative expenses | 581 | | | 308 | | | | 958 | | | 785 | |
| Sale of Trust assets expenses | 350 | | | — | | | | 350 | | | — | |
| Cash reserves withheld for current Trust expenses, net of amounts used | (546) | | | 113 | | | | (443) | | | 58 | |
| Total expenses | 567 | | | 659 | | | | 1,218 | | | 1,340 | |
| Distributable income available to unitholders | $ | 5,158 | | | $ | 363 | | | | $ | 5,239 | | | $ | 829 | |
| Average Prices | | | | | | | | |
| Oil (per Bbl) | $ | 49.69 | | | $ | 55.07 | | | | $ | 43.27 | | | $ | 54.87 | |
| NGL (per Bbl) | $ | 16.91 | | | $ | 12.30 | | | | $ | 13.66 | | | $ | 14.25 | |
| Natural gas (per Mcf) | $ | 2.09 | | | $ | 1.37 | | | | $ | 1.96 | | | $ | 1.45 | |
| Total (per Boe) | $ | 17.12 | | | $ | 14.97 | | | | $ | 15.31 | | | $ | 15.89 | |
| Average Prices – including impact of post-production expenses | | | | | | | | |
| Natural gas (per Mcf) | $ | 1.39 | | | $ | 0.64 | | | | $ | 1.27 | | | $ | 0.72 | |
| Total (per Boe) | $ | 14.61 | | | $ | 12.38 | | | | $ | 12.87 | | | $ | 13.19 | |
| Expenses (per Boe) | | | | | | | | |
| Post-production | $ | 2.51 | | | $ | 2.58 | | | | $ | 2.44 | | | $ | 2.70 | |
| Production taxes | $ | 1.05 | | | $ | 0.91 | | | | $ | 0.92 | | | $ | 0.97 | |
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1.Production volumes and related revenues and expenses for the three-month period ended June 30, 2021 (included in SandRidge’s May 2021 net revenue distribution to the Trust) represent production from December 1, 2020 to February 28, 2021.
2.Production volumes and related revenues and expenses for the three-month period ended June 30, 2020 (included in SandRidge’s May 2020 net revenue distribution to the Trust) represent production from December 1, 2019 to February 29, 2020.
3.Production volumes and related revenues and expenses for the six-month period ended June 30, 2021 (included in SandRidge’s February and May 2021 net revenue distributions to the Trust) represent production from September 1, 2020 to February 28, 2021.
4.Production volumes and related revenues and expenses for the six-month period ended June 30, 2020 (included in SandRidge’s February and May 2020 net revenue distributions to the Trust) represent production from September 1, 2019 to February 29, 2020.
Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020
Revenues
Royalty Income. Royalty income is a function of production volumes sold attributable to the Royalty Interests and associated prices received. Royalty income received during the three-month period ended June 30, 2021 totaled $0.9 million compared to $1.0 million received during the three-month period ended June 30, 2020. The approximate $0.1 million decrease in royalty income consisted of approximately $0.3 million attributable to a decrease in total volumes produced offset by approximately $0.2 million attributable to an increase in prices received. The average number of producing wells in the three-month period ended June 30, 2021 decreased by 8 from 81 in the three-month period ended June 30, 2020 because wells that could not economically produce due to continued declining production and current pricing were shut-in.
Expenses
Production Taxes. Production taxes are calculated as a percentage of oil and natural gas revenues, net of any applicable tax credits. Production taxes for the three-month period ended June 30, 2021 totaled approximately $0.1 million, or $1.05 per Boe, and were approximately 6.1% of royalty income. Production taxes for the three-month period ended June 30, 2020 totaled approximately $0.1 million, or $0.91 per Boe, and were approximately 6.1% of royalty income.
Distributable Income
Distributable income for the three-month period ended June 30, 2021 was approximately $5.2 million. Distributable income for the three-month period ended June 30, 2020 was approximately $0.4 million, which included a net addition to the cash reserve for payment of future Trust expenses of approximately $113,000, reflecting approximately $421,000 withheld from the May 2020 cash distributions to unitholders partially offset by approximately $308,000 used to pay Trust expenses during the period.
Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
Revenues
Royalty Income. Royalty income received during the six-month period ended June 30, 2021 totaled $1.6 million compared to $2.2 million received during the six-month period ended June 30, 2020. The approximate $0.6 million decrease in royalty income consisted of approximately $0.6 million attributable to a decrease in total volumes produced. The average number of producing wells in the six-month period ended June 30, 2021 decreased by 8 from 82 in the six-month period ended June 30, 2020 because wells that could not economically produce due to continued declining production and current pricing were shut-in.
Expenses
Production Taxes. Production taxes for the six-month period ended June 30, 2021 totaled approximately $0.1 million, or $0.92 per Boe, and were approximately 6.0% of royalty income. Production taxes for the six-month period ended June 30, 2020 totaled approximately $0.1 million, or $0.97 per Boe, and were approximately 6.1% of royalty income.
Distributable Income
Distributable income for the six-month period ended June 30, 2021 was approximately $5.2 million. Distributable income for the six-month period ended June 30, 2020 was approximately $0.8 million, which included a net addition to the cash reserve for payment of future Trust expenses of approximately $58,000, reflecting approximately $843,000 withheld from the February 2020 and May 2020 cash distributions to unitholders partially offset by approximately $785,000 used to pay Trust expenses during the period.
Liquidity and Capital Resources
Following the sale of the Royalty Interests on April 22, 2021 as described above under “Overview—Early Termination of the Trust; Sale of Trust Assets,” the Trust has no source of liquidity or capital resources other than borrowings to fund administrative expenses, including any amounts borrowed under SandRidge’s loan commitment described in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report. The Trust’s primary uses of cash are distributions to Trust unitholders, including, if applicable, payment of Trust administrative expenses, including any reserves established by the Trustee for future liabilities, payment of applicable taxes and payment of expense reimbursements to SandRidge for out-of-pocket expenses incurred on behalf of the Trust. The Trust does not have any capital requirements related to drilling wells or any other operating or capital costs related to the wells.
Administrative expenses include payments to the Trustee and the Delaware Trustee as well as a quarterly fee of $50,000 to SandRidge pursuant to an administrative services agreement. Each quarter, the Trustee determines the amount of funds available for distribution. Available funds are the excess cash, if any, received by the Trust from the sale of production attributable to the Royalty Interests that quarter over the Trust’s expenses for the quarter. If at any time the Trust’s cash on hand (including available cash reserves) is not sufficient to pay the Trust’s ordinary course administrative expenses as they become due, the Trust may borrow funds from the Trustee or other lenders, including SandRidge, to pay such expenses. The Trustee does not intend to lend funds to the Trust. If such funds are borrowed, no further distributions will be made to unitholders (except in respect of any previously determined quarterly distribution amount) until the borrowed funds have been repaid. No such loan was outstanding at June 30, 2021 or December 31, 2020.
Commencing with the distribution to unitholders paid in the first quarter of 2019, the Trustee withheld the greater of $35,000 or 3.5% of the funds otherwise available for distribution each quarter to gradually increase cash reserves for the payment of future known, anticipated or contingent expenses or liabilities by a total of $425,000. In 2019, the Trustee withheld an aggregate of approximately $152,000 from the funds otherwise available for distribution. In 2020, the Trustee withheld an aggregate of approximately $124,000 from the funds otherwise available for distribution. In February 2021, in light of the early termination of the Trust, the Trustee withheld approximately $96,000 from the funds otherwise available for distribution, which was the remaining amount needed to reach its targeted cash reserve.
The Trust is highly dependent on its Trustor, SandRidge, for multiple services, including administrative services such as accounting, tax preparation, bookkeeping and informational services performed on behalf of the Trust, and potentially for loans to pay Trust administrative expenses. The ability to provide these services depends on the Trustor’s future financial condition and economic performance, access to capital, and other factors, many of which are out of the control of the Trustor. The reduced demand for crude oil in the global market resulting from the economic effects of the COVID-19 pandemic, and the actions taken by the members of OPEC regarding production levels, have had, and are likely to continue to have, a negative impact on the Trustor’s financial condition. This negative impact could affect the Trustor’s ability to provide services to the Trust.
Trust Distributions to Unitholders. During the three-month period ended June 30, 2021, the Trust’s distributions to unitholders were as follows:
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| | | | | | | | Total | |
| | Covered | | | | | | Distribution | |
| | Production Period | | Date Declared | | Date Paid | | Paid | |
| | | | | | | | | |
| Calendar Quarter 2021 | | | | | | | | | |
First Quarter | | September 1, 2020 — November 30, 2020 | | January 28, 2021 | | February 26, 2021 | | $ | 80,000 | | |
Second Quarter | | December 1, 2020 — February 28, 2021 | | April 28, 2021 | | May 28, 2021 | | $ | 308,000 | | |
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Future Trust Distributions to Unitholders. On July 27, 2021, the Trust announced that because of the statutory requirement to provide for the Trust’s potential liabilities with respect to the Securities Litigation described in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report, the Trust will not be distributing the net proceeds from the Asset Sale in August 2021. Instead, the Trustee is withholding such net proceeds as part of its cash reserve. After the Securities Litigation has been resolved, the Trustee will distribute any remaining cash reserves following the payment of the Trust’s estimated remaining expenses and liabilities. In addition, as discussed above under “Overview— Early Termination of the Trust; Sale of Trust Assets,” as of the effective date of the Asset Sale, the Trust no longer receives any income derived from the Underlying Properties. Therefore, there will be no further quarterly cash distributions to Trust unitholders reflecting quarterly revenues generated from the Underlying Properties.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined in Item 10 of Regulation S-K, the Trust is not required to provide information required by this Item.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures, as defined in Rules 13a-15 and 15d-15 under the Exchange Act, 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 forms and such information is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust are effective as of the end of the period covered by this report. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by SandRidge.
Due to the nature of the Trust as a passive entity and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of (i) the trust agreement, (ii) the administrative services agreement, (iii) the development agreement and (iv) the conveyances granting the Royalty Interests, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely on (A) information provided by SandRidge, including information relating to results of operations, the costs and revenues attributable to the Trust’s interests under the conveyance and other operating and historical data, plans for future operating and capital expenditures, reserve information, information relating to projected production, and other information relating to the status and results of operations of the Underlying Properties and the Royalty Interests, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers.
Changes in Internal Control Over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Trustee’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 SandRidge.
PART II. Other Information
ITEM 1. Legal Proceedings
See “Legal Proceedings” in Note 5 to the unaudited interim financial statements contained in Part I, Item 1 of this Quarterly Report for a description of the legal proceedings to which the Trust is a party.
ITEM 1A. Risk Factors
There have been no material changes to the risk factors contained in Item 1A of the 2020 Form 10-K.
ITEM 6. Exhibits
The following exhibits are filed or furnished as part of this Quarterly Report:
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| | Incorporated by Reference | | |
Exhibit No. | Exhibit Description | Form | | SEC File No. | | Exhibit | | Filing Date | | Filed or Furnished Herewith |
| 3.1 | | S-1
| | 333-171551
| | 3.1 | | 01/05/2011
| | |
| 3.2 |
| 8-K
| | 001-35122
| | 3.1 | | 04/18/2011
| | |
| 3.3 | | 10-Q
| | 001-35122
| | 3.3 | | 08/13/2012
| | |
| 10.1 | | 8-K
| | 001-35122
| | 10.1 | | 04/26/2021 | | |
| 31.1 | | | | | | | | | | * |
| 32.1 | | | | | | | | | | * |
| | | | | | | | | |
SIGNATURE
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.
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| SANDRIDGE MISSISSIPPIAN TRUST I |
| | | |
| | | |
| By: | THE BANK OF NEW YORK MELLON TRUST |
| | COMPANY, N.A., Trustee |
| | | |
| | By: | /s/ Sarah Newell |
| | | Sarah Newell |
| | | Vice President |
| | | |
Date: August 13, 2021
The Registrant, SandRidge Mississippian Trust I, 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. In signing the report above, the Trustee does not imply that it has performed any such function or that any such function exists pursuant to the terms of the trust agreement under which it serves.