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Item 1. Financial Statements

2021-08-12 compared with 2021-05-13 · 46 added, 36 removed, 189 unchanged (30% of the section changed)

2 unchanged sentences

STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

March 31, December 31,

June 30, December 31,

ASSETS (unaudited) (audited)

6 unchanged sentences

Trust corpus (230,172,696 royalty trust units authorized, issued and

outstanding as of March 31, 2021 and December 31, 2020) 847,831 931,058

outstanding as of June 30, 2021 and December 31, 2020) 832,529 931,058

Total liabilities and trust corpus $ 1,887,023 $ 1,985,502

2 unchanged sentences

STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)

Three Months Ended

Three Months Ended Six Months Ended,

June 30, June 30,

2021 2020 2021 2020

Royalty income $ 213,382 $ 177,646 $ 451,565 $ 434,063

8 unchanged sentences

STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)

Three Months Ended

Three Months Ended Six Months Ended,

June 30, June 30,

2021 2020 2021 2020

Trust corpus, beginning of period $ 847,831 $ 1,092,640 $ 931,058 $ 1,236,176

15 unchanged sentences

All such adjustments are, in the opinion of the Trustee, of a normal recurring nature.

Operating results for the three-month period ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Operating results for the three- and six-month period ended June 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The Royalty Trust was created to hold a 5% gross overriding royalty interest (collectively, the overriding royalty interests) in future production from specified Inboard Lower Tertiary/Cretaceous exploration prospects, located in the shallow waters of the Gulf of Mexico and onshore in South Louisiana that existed as of December 5, 2012 (collectively, the subject interests).

2 unchanged sentences

OVERRIDING ROYALTY INTERESTS

No impairment charges were recorded during the three-month periods ended March 31, 2021 or 2020.

No impairment charges were recorded during the three- or six-month periods ended June 30, 2021 or 2020.

The onshore Highlander subject interest is the only producing subject interest in which the Royalty Trust holds an overriding royalty interest, and began commercial production on February 25, 2015.

Prior to this date there had been no commercial production of hydrocarbons from any of the subject interests.

Amortization charges related to production volumes associated with the onshore Highlander subject interest reduced the carrying value of the overriding royalty interests by $44,564 and $58,106 during the three-month periods ended March 31, 2021 and 2020, respectively.

Accumulated amortization was $6,191,458 and $6,146,894 at March 31, 2021, and December 31, 2020, respectively.

Amortization charges related to production volumes associated with the onshore Highlander subject interest reduced the carrying value of the overriding royalty interests by $30,712 and $75,276 during the three- and six-month periods ended June 30, 2021, respectively, and $55,235 and $113,341 during the three- and six-month periods ended June 30, 2020, respectively.

Accumulated amortization was $6,222,170 and $6,146,894 at June 30, 2021, and December 31, 2020, respectively.

Highlander Oil & Gas Assets LLC (HOGA) has a 72 percent working interest and an approximate 48 percent net revenue interest in the onshore Highlander subject interest.

5 unchanged sentences

In accordance with the terms of the master conveyance, royalties are paid to the Royalty Trust on the last day of the month following the month in which production payments are received by HOGA.

As of March 31, 2021, only the onshore Highlander subject interest had established commercial production.

The Royalty Trust received royalties of $238,183 and $256,417 during the three-month periods ended March 31, 2021 and 2020, respectively, relating to production from the onshore Highlander subject interest.

As of June 30, 2021, only the onshore Highlander subject interest had established commercial production.

The Royalty Trust received royalties of $213,382 and $451,565 during the three- and six-month periods ended June 30, 2021, respectively, and $177,646 and $434,063 during the three- and six-month periods ended June 30, 2020, respectively, relating to production from the onshore Highlander subject interest.

Royalties received by the Royalty Trust must first be used to (i) satisfy Royalty Trust administrative expenses and (ii) reduce Royalty Trust indebtedness.

The Royalty Trust had no indebtedness outstanding as of March 31, 2021.

The Royalty Trust had no indebtedness outstanding as of June 30, 2021.

Additionally, the Trustee has established a minimum cash reserve of $250,000.

4 unchanged sentences

(FCX) has agreed to pay annual trust expenses up to a maximum amount of $350,000, with no right of repayment or interest due, to the extent the Royalty Trust lacks sufficient funds to pay administrative expenses.

No such contributions were made during the three-month periods ended March 31, 2021 or 2020.

No such contributions were made during the three- and six-month periods ended June 30, 2021 or 2020.

In addition to such annual contributions, FCX has agreed to lend money, on an unsecured, interest-free basis, to the Royalty Trust to fund the Royalty Trust's ordinary administrative expenses as set forth in the royalty trust agreement.

No loans were outstanding at March 31, 2021 or December 31, 2020.

No loans were outstanding at June 30, 2021 or December 31, 2020.

Pursuant to the royalty trust agreement, FCX agreed to provide and maintain a $1.0 million stand-by reserve account or an equivalent letter of credit for the benefit of the Royalty Trust to enable the Trustee to draw on such reserve account or letter of credit to pay obligations of the Royalty Trust if its funds are inadequate to pay its obligations at any time.

2 unchanged sentences

The $1.0 million, plus interest collected thereon, is reflected as reserve fund cash, with a corresponding reserve fund liability in the accompanying Statements of Assets, Liabilities and Trust Corpus.

As of March 31, 2021, the Royalty Trust had not drawn any funds from the reserve account, and FCX had not requested a reduction of such reserve account.

As of June 30, 2021, the Royalty Trust had not drawn any funds from the reserve account, and FCX had not requested a reduction of such reserve account.

Administration.

6 unchanged sentences

Royalty Trust Units Held by FCX and HOGA.

At March 31, 2021, the Royalty Trust had 230,172,696 royalty trust units outstanding, HOGA held 31,143,150 royalty trust units, and FCX, through its indirect wholly owned subsidiary McMoRan, held 31,143,149 royalty trust units.

At June 30, 2021, the Royalty Trust had 230,172,696 royalty trust units outstanding, HOGA held 31,143,150 royalty trust units, and FCX, through its indirect wholly owned subsidiary McMoRan, held 31,143,149 royalty trust units.

FCX and HOGA each hold 13.5% of the outstanding royalty trust units.

DISTRIBUTIONS

Natural gas sales volumes (measured in thousands of cubic feet, or “Mcf”), average sales price and net cash proceeds available for distribution for the three-month periods ended March 31, 2021 and 2020, are set forth in the table below.

Three Months Ended

Natural gas sales volumes (measured in thousands of cubic feet, or “Mcf”), average sales price and net cash proceeds available for distribution for the three- and six-month periods ended June 30, 2021 and 2020, are set forth in the table below.

Three Months Ended Six Months Ended,

June 30, June 30,

2021 2020 2021 2020

Natural gas sales volumes (Mcf) (a) 76,780 131,512 188,190 269,859

8 unchanged sentences

(a) Attributable to the onshore Highlander subject interest, which is the only subject interest with commercial production.

A summary of quarterly per unit distributions for the three-month periods ended March 31, 2021 and 2020, is set forth in the table below.

A summary of quarterly per unit distributions for the three-month periods ended March 31, 2021 and 2020, and for the three-month periods ended June 30, 2021 and 2020, is set forth in the table below.

Amount Per Unit Amount Record Date Payment Date Amount Per Unit Amount Record Date Payment Date

$ 32,589 $0.000142 4/30/2021 5/14/2021 $ 76,819 $0.000334 4/30/2020 5/14/2020

$ 47,999 $0.000209 7/30/2021 8/13/2021 $ 1,702 $0.000007 7/30/2020 8/13/2020

These distributions are not necessarily indicative of future distributions.

2 unchanged sentences

SUBSEQUENT EVENTS

On April 16, 2021, the Royalty Trust declared a cash distribution of $0.000142 per unit payable on May 14, 2021, to Royalty Trust unitholders of record on April 30, 2021.

On July 16, 2021, the Royalty Trust declared a cash distribution of $0.000209 per unit payable on August 13, 2021, to Royalty Trust unitholders of record on July 30, 2021.

For additional information, see Note 4.

The Royalty Trust evaluated all other events subsequent to March 31, 2021, and through the date the Royalty Trust ’ s financial statements were issued, and determined that all events or transactions occurring during this period requiring recognition or disclosure were appropriately addressed in these financial statements.

The Royalty Trust evaluated all other events subsequent to June 30, 2021, and through the date the Royalty Trust ’ s financial statements were issued, and determined that all events or transactions occurring during this period requiring recognition or disclosure were appropriately addressed in these financial statements.

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

33 unchanged sentences

The Trustee has a lien on the Royalty Trust’s assets to secure payment of its compensation and any indemnification expenses and other amounts to which it is entitled under the royalty trust agreement.

As of March 31, 2021, only the onshore Highlander subject interest had established commercial production.

As of June 30, 2021, only the onshore Highlander subject interest had established commercial production.

On February 5, 2019, McMoRan completed the sale of all of its rights, title and interest in and to the onshore Highlander subject interest pursuant to a purchase and sale agreement with HOGA (the Highlander Sale).

6 unchanged sentences

In connection with the Highlander Sale, McMoRan sold its interests in substantially all of its oil and gas leases associated with the Highlander subject interest to HOGA.

At March 31, 2021, HOGA owned interests in approximately 131 gas leases onshore in South Louisiana, covering approximately 9,000 gross acres (6,476 acres net to HOGA's interest) associated with the onshore Highlander subject interest.

At June 30, 2021, HOGA owned interests in approximately 131 gas leases onshore in South Louisiana, covering approximately 9,000 gross acres (6,476 acres net to HOGA's interest) associated with the onshore Highlander subject interest.

McMoRan has informed the Trustee that it has no plans to pursue, has relinquished, has allowed to expire or has sold all of its subject interests.

2 unchanged sentences

Pursuant to the royalty trust agreement, FCX has agreed to pay annual trust expenses up to a maximum amount of $350,000, with no right of repayment or interest due, to the extent the Royalty Trust lacks sufficient funds to pay administrative expenses.

No such contributions by FCX were made during the three-month periods ended March 31, 2021 or 2020.

No such contributions by FCX were made during the three- and six-month periods ended June 30, 2021 or 2020.

No loans were outstanding as of March 31, 2021, or December 31, 2020.

No loans were outstanding as of June 30, 2021, or December 31, 2020.

All funds the Trustee borrows to cover expenses or liabilities, whether from FCX or from any other source, must be repaid before the Royalty Trust unitholders receive any distributions.

3 unchanged sentences

The $1.0 million, plus interest collected thereon, is held in reserve fund cash.

As of March 31, 2021, the Royalty Trust had not drawn any funds from the reserve account, and FCX had not requested a reduction of such reserve account.

As of June 30, 2021, the Royalty Trust had not drawn any funds from the reserve account, and FCX had not requested a reduction of such reserve account.

In connection with the completion of the Highlander Sale, HOGA assumed all administrative and reporting responsibilities with respect to the Royalty Trust, including those described in Article III of the royalty trust agreement.

In accordance with the terms of the master conveyance, royalties are paid to the Royalty Trust on the last day of the month following the month in which production payments are received by HOGA.

As of March 31, 2021, only the onshore Highlander subject interest had established commercial production.

As of June 30, 2021, only the onshore Highlander subject interest had established commercial production.

The Royalty Trust received royalties of

$238,183 and $256,417 during the three-month periods ended March 31, 2021 and 2020, relating to production from the onshore Highlander subject interest.

$213,382 and $451,565 during the three- and six-month periods ended June 30, 2021, respectively, and $177,646 and $434,063 during the three- and six-month periods ended June 30, 2020, respectively, relating to production from the onshore Highlander subject interest.

Royalties received by the Royalty Trust must first be used to (i) satisfy Royalty Trust administrative expenses and (ii) reduce Royalty Trust indebtedness.

The Royalty Trust had no indebtedness outstanding as of March 31, 2021.

The Royalty Trust had no indebtedness outstanding as of June 30, 2021.

Additionally, the Trustee has established a minimum cash reserve of $250,000.

As a result, distributions will be made to Royalty Trust unitholders only when royalties received less administrative expenses incurred and repayment of any indebtedness exceeds the $250,000 minimum cash reserve.

Distributable income totaled $32,589 and $76,819 during the three-month periods ended March 31, 2021 and 2020, respectively.

O n April 16, 2021 , th e Royalty Trust declared a cash distribution of $0.000142 per unit payable on May 14, 2021, to Royalty Trust unitholders of record on April 30, 2021.

Distributable income totaled $47,999 and $80,588 during the three- and six-month periods ended June 30, 2021, respectively, and $1,702 and $78,521 during the three- and six-month periods ended June 30, 2020, respectively.

On July 16, 2021, the Royalty Trust declared a cash distribution of $0.000209 per unit payable on August 13, 2021, to Royalty Trust unitholders of record on July 30, 2021.

These distributions are not necessarily indicative of future distributions.

6 unchanged sentences

Royalty Income.

As of March 31, 2021, only the onshore Highlander subject interest had established commercial production.

In accordance with the terms of the master conveyance, during the three-month period ended March 31, 2021, the Royalty Trust received royalties of $238,183 related to 111,410 thousand cubic feet (“Mcf”) of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.38 per Mcf and an average sales price of $2.51 per Mcf.

During the three-month period ended March 31, 2020, the Royalty Trust received royalties of $256,417 related to 138,347 Mcf of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.34 per Mcf and an average sales price of $2.19 per Mcf.

Royalty income was lower during the three-month period ended March 31, 2021, as compared to the corresponding 2020 period, due to lower production compared to the three-month 2020 period.

As of June 30, 2021, only the onshore Highlander subject interest had established commercial production.

In accordance with the terms of the master conveyance, during the three-month period ended June 30, 2021, the Royalty Trust received royalties of $213,382 related to 76,780 thousand cubic feet (“Mcf”) of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.46 per Mcf and an average sales price of $3.24 per Mcf.

During the three-month period ended June 30, 2020, the Royalty Trust received royalties of $177,646 related to 131,512 Mcf of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.35 per Mcf and an average sales price of $1.70 per Mcf.

During the six-month period ended June 30, 2021, the Royalty Trust received royalties of $451,565 related to 188,190 Mcf of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.41 per Mcf and an average sales price of $2.81 per Mcf.

During the six-month period ended June 30, 2020, the Royalty Trust received royalties of $434,063 related to 269,859 Mcf of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.34 per Mcf and an average sales price of $1.95 per Mcf.

Royalty income was higher during the three- and six-month periods ended June 30, 2021, as compared to the corresponding 2020 periods, due to higher natural gas prices, partially offset by lower production.

Administrative Expenses.

Administrative expenses consist primarily of audit, legal and trustee expenses incurred in connection with the administration of the Royalty Trust.

During the three-month periods ended March 31, 2021 and 2020, the Royalty Trust paid administrative expenses of $205,602 and $181,091, respectively.

Administrative expenses were higher for the three-month period ended March 31, 2021 as compared to the corresponding 2020 period, primarily because of the timing of payments for professional fees.

During the three-month periods ended June 30, 2021 and 2020, the Royalty Trust paid administrative expenses of $165,391 and $176,273, respectively.

During the six-month periods ended June 30, 2021 and 2020, the Royalty Trust paid administrative expenses of $370,993 and $357,364, respectively.

Administrative expenses were lower for the three-month period ended June 30, 2021, but higher for the six-month period ended June 30, 2021 as compared to the corresponding 2020 periods, primarily because of the timing of payments for professional fees.

NEW ACCOUNTING STANDARDS

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements