Item 2.
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Trustees Discussion and Analysis of Financial Condition and Results of Operations.
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Introduction
BP Prudhoe Bay Royalty Trust (the Trust), a grantor trust, was created as a Delaware business trust pursuant to a Trust
Agreement dated February 28, 1989 (the Trust Agreement), among The Standard Oil Company (Standard Oil), BP Exploration (Alaska) Inc. (BP
Alaska), The Bank of New York Mellon, as trustee, and BNY Mellon Trust of Delaware (successor to The Bank of New York (Delaware)), as co-trustee. On December 15, 2010, The Bank of New York Mellon resigned
as trustee and was replaced by The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor trustee (the Trustee). At the time of formation of the Trust, Standard Oil
and BP Alaska were indirect, wholly-owned subsidiaries of BP p.l.c. (BP).
On August 27, 2019, BP announced that it had
agreed to sell BP Alaska and its other assets and operations in Alaska for total consideration of $5.6 billion to Hilcorp Alaska, LLC and its affiliates, which are affiliates of Houston-based Hilcorp Energy Company (collectively
Hilcorp). On June 30, 2020, Hilcorp completed its acquisition of BPs entire upstream business in Alaska, including BPs interest in BP Alaska, which owned all of BPs upstream oil and gas interest in Alaska
(including oil and gas leases in the Prudhoe Bay field), and on December 18, 2020, an affiliate of Hilcorp completed its acquisition of BPs midstream business in Alaska. On July 1, 2020, BP Alaska, a Delaware corporation, converted to a
Delaware limited liability company and changed its name to Hilcorp North Slope, LLC, a wholly-owned subsidiary of Hilcorp Alaska, LLC. Hilcorp and its affiliates employ approximately 1,400 full-time employees
in Alaska. Under the terms of the Trust Agreement, HNS is the successor to BP Alaska. For purposes of this Quarterly Report on Form 10-Q, HNS means (i) at all times prior to June 30,
2020, BP Alaska, and (ii) at all times after and including June 30, 2020, Hilcorp North Slope, LLC (formerly known as BP Alaska).
The information in this report relating to the Prudhoe Bay Unit, the calculation of Royalty Payments and certain other matters has been
furnished to the Trustee by HNS, and the Trustee is entitled to rely on the accuracy of such information in accordance with the Trust Agreement.
Termination of the Trust
As a general
matter, the Trust is expected to terminate at such time the net revenues from the Royalty Interest for two successive years are less than $1,000,000 per year. Net revenues to the Trust are calculated daily by HNS using the WTI Price, Production
Taxes, and other variables as prescribed by the Overriding Royalty Conveyance applicable on that specific day. In 2020, the net revenues from the Royalty Interest were less than $1,000,000. As a result, it was possible that the Trust could have
terminated as early as sometime in 2022 under this provision of the Trust Agreement. Based on the 2020 SEC-defined twelve-month average WTI Price of $39.57 per barrel (the unweighted average of first-day-of-the-month WTI Price over the period January through December of the respective
year in accordance with SEC guidelines), WTI Prices, Production Taxes, and the Chargeable Costs adjusted as prescribed by the Overriding Royalty Conveyance, and utilizing the specified procedures outlined in Financial Accounting Standards Board
Accounting Standards Codification 932, Extractive Activities Oil and Gas, HNS had previously estimated that production of the proved reserves would result in no Royalty Payments to the Trust in 2021.
Since the beginning of 2021 through the end of the second quarter of 2021, the WTI Price has fluctuated from a low of $47.62 on
January 4, 2021 to a high of $74.05 on each of June 25, June 26, and June 27, 2021, and on all days in the quarter ended June 30, 2021, significantly exceeded the estimates previously used to evaluate the likelihood of the
Trust receiving Royalty Payments in 2021. As a result of the increase in WTI Prices during the second quarter, there was a Royalty Payment to the Trust of $3,203,262 attributable to the quarter ended June 30, 2021, after adjusting for a
production true-up (an overpayment of the royalties due with respect to quarters ended prior to the date of the payment) of $69,086. Because this revenue was not received until July 15, 2021, it will be recorded in the third quarter of 2021.
The receipt of net revenues from the Royalty Interest in 2021 in excess of $1,000,000, has resulted in a reset of the earliest termination date of the Trust to sometime in 2023 or 2024 based on current facts and circumstances.
Although the Trust received net revenues attributable to the quarter ended June 30, 2021, there can be no assurance that WTI Prices will
remain at levels sufficient to result in Royalty Payments to the Trust in any future quarter. Given the uncertainty around the continued regular receipt of net revenues from the Royalty Interest combined with the expenses of operating the Trust and
the fees, costs and expenses related to the limited ability to terminate the Trust in accordance with
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